Delhi District Court
Gagandeep Ahluwalia vs Superior Products Industries And ... on 30 March, 2026
THE COURT OF ADDITIONAL SESSIONS JUDGE-05
NORTH-WEST DISTRICT, ROHINI COURTS, DELHI
(PRESIDED OVER BY: MR. SACHIN MITTAL, DHJS)
CS DJ No. 10017/16
In the matter of:
1. M/s SAV Engineers Pvt. Ltd.,
(Through its Managing Director),
A-71/2, 1st Floor, Mathura Road,
Ashram, New Delhi-110014. ... Plaintiff.
VERSUS
1. Superior Products Industries,
Plot no. 32-33, S.M.I.E, Phase-II,
20/2, Mathura Road, Faridabad,
Haryana-121006.
E-mail:[email protected]; [email protected]
2. Kamlesh Yadav,
Partner, Superior Products Industries,
Plot No. 32-33, S.M.I.E, Phase-II,
20/2, Mathura Road, Faridabad,
Haryana-121006.
Also at:
236, Sector-9, Faridabad,
Haryana-121003 (Mobile No. 8860078099).
3. Jagdish Yadav,
Partner, Superior Products Industries,
Plot No. 32-33, S.M.I.E, Phase-II,
20/2, Mathura Road, Faridabad,
Haryana-121006.
4. Mahesh Kumar,
Managing Director/Partner,
Superior Products Industries,
Plot No. 32-33, S.M.I.E, Phase-II,
20/2, Mathura Road, Faridabad,
Haryana-121006.
Also at:
236, Sector-9
Faridabad, Haryana-121003
Mobile No. 9310408248, 8860078090. ... Defendants.
CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 1 of 27
v.
Superior Products Industries and Others
SUIT FOR RECOVERY OF RS. 85,31,644.50/- ALONGWITH
PENDENTE LITE AND FUTURE INTEREST AT THE RATE OF
18% PER ANNUM
Date of Institution : 05.09.2012
Date on which arguments concluded : 21.07.2025
Date of Judgment : 30.03.20261
Result : Dismissed
JUDGMENT
1. Vide this Judgment, I shall decide the captioned suit for recovery.
2. The necessary and relevant facts, as pleaded in the plaint, upon which the suit of plaintiff is based, can be summarized as under:
(a) The plaintiff is engaged in the business of trading of electrical equipment and turnkey job work of installation and commissioning of the electrical equipment under the name and style of "M/s SAV Engineers Pvt. Ltd.";
(b) Defendant no.1 is a partnership firm and defendant no.2 to defendant no.4 are its partners. Defendant no.1 firm is engaged in the business of manufacturing of Automatic Energy Metering Systems;
(c) The defendants had provided in writing the major specifications of the dual Energy Metering Systems to be sold to the plaintiff.
The defendants had also assured the plaintiff that complete installation/ commissioning of the Energy Metering Systems at the site of customers/end users of the plaintiff shall be done by 1 The Judgment could not be pronounced within reasonable time after conclusion of arguments mainly for the reason that this Court, as per Phase-IV of the Action Plan for Arrears Reductions in District Courts, disposed off several oldest matters. The said reason was recorded in the Orders passed in the present matter. Further, the Presiding Officer was transferred to a new Court w.e.f. 07.02.2026.
CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 2 of 27v.
Superior Products Industries and Others the defendants. The defendants had also agreed to provide one year cost free on-site warrantee, which was to commence after installation/commissioning of metering systems;
(d) The plaintiff, relying upon the specifications and assurances of the defendants, obtained several purchase orders from his customers, these are, the Vatika, Rishbh Paradise, Media Village, RPF Housing, Rishabh Platinum, Ansal Karnal, Shree Energy, EDM (CCPL), Janpath Greens and Millennium (Green County) etc. for supply of Energy Metering Systems of defendants.
(e) The plaintiff, accordingly, from time to time, during the period between 21.07.2009 to 02.02.2012, placed 14 purchase orders upon the defendants for supply of Energy Metering Systems with necessary hardware, software and accessories etc. These Energy Metering Systems were to be installed and commissioned at different locations/sites of plaintiff's aforesaid customers;
(f) The defendants, however, failed to commission/install the metering systems on several of the locations/sites of plaintiff's aforesaid customers. The plaintiff, therefore, got the said metering systems installed on some of the locations/sites of its customer on its own;
(g) Soon after the installation/commissioning of Energy Metering Systems supplied by the defendants, it was found that the same were defective. The plaintiff started receiving several complaints from its customers;
(h) Several problems faced by the plaintiff and its customers were, such as, non-supply of complete order, non-supply of PLCC (DG sensing and data capturing) in DTRH boxes, non-supply of complete software, sub-standard and defective quality, non- installation at the site of the plaintiff's customer, supply of wired CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 3 of 27 v.
Superior Products Industries and Others meter systems instead of wireless system, faulty GPRS modems, problems in receiving the SMS by the users, hanging of software, tripping and jumping of meters, server failure, errors in the bills, frequent disconnection, erroneous readings, slow running of the meters and meters getting burnt etc. The Energy Metering Systems as provided by the defendants were defective and same were not in accordance with the specifications provided by the defendants before the purchase of the same.
(i) The plaintiffs, from time to time, forwarded all the complaints of its customers/users to defendants. The defendants, however, failed to look into those complaints and rectify the defects in its Energy Metering System.
(j) The defendants, vide letter dated 12.04.2012, threatened the plaintiff to cancel its dealership. The defendants, on the very next date, vide letter dated 13.04.2012, cancelled the dealership of the plaintiff. The defendants also sent false and frivolous emails to plaintiff's customers therein alleging that the defendants did not complete the work of installation/ commissioning as the plaintiff had failed to make complete payment;
(k) As the defendants failed to remove the defects within the
warrantee period and also failed to complete
installation/commissioning of metering systems on several sites/locations, plaintiff's customers/ end users returned the metering systems of the plaintiff. The plaintiff was constrained to replace the defective metering systems of the defendants with new metering systems and accessories after purchasing the same from some other supplier/manufacturer.
(l) The plaintiff got a legal demand notice dated 12.06.2012 issued to the defendants.
CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 4 of 27v.
Superior Products Industries and Others
(m) The defendants had raised bills for a total sum of Rs. 76 Lakhs upon the plaintiff. The plaintiff out of the said bill amount paid a sum of Rs. 64,51,050/- to the defendants. The plaintiff did not pay the balance bill amount of Rs. 12 Lakhs approximately as the defendants had failed to remove the defects and complete the installation/commissioning of metering systems. The plaintiff is, therefore, entitled to the refund of the said amount of Rs. 64,51,050/-, along with interest @ 18% per annum from the date of last payment i.e. 09.02.2012 till 08.08.2012, which comes to Rs. 5,80,594.50/-. The total amount comes to Rs. 70,31,644.50/-;
(n) Plaintiff is also entitled to recovery of damages for a sum of Rs.
15 Lakhs for the mental agony, harassment, loss of business, loss of profit and loss of goodwill and business relations.
(o) The cause of action arose when the defendants provided specifications of Energy Metering Systems; it arose as and when the plaintiff made payments to the defendants, it arose as and when the defendants supplied Energy Metering Systems to the plaintiff; it arose as and when the plaintiff's customers raised complaints against defendant's Energy Metering Systems; it arose as and when the defendants failed to rectify the defects in the metering system; and it arose on 12.06.2012 when the plaintiff got a legal notice issued to the defendants. The cause of action is still continuing.
(p) The plaintiff placed purchase orders upon the defendants from its Delhi office; the defendants supplied the metering systems to plaintiff at its Delhi office; plaintiff made the payments to the defendants through cheques drawn on its bank account maintained with the Bank of Baroda, Bhogal, New Delhi; the defendants are liable to refund the claim of plaintiff at Delhi; one CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 5 of 27 v.
Superior Products Industries and Others of the projects i.e. East Delhi Mall (EDM) where the metering systems supplied by the defendants were installed is situated in Delhi. In view of these facts, this Court has territorial jurisdiction to entertain, try and adjudicate upon the present suit.
(q) The plaintiff seeks : (a) recovery of a sum of Rs. 70,31,644.50/-
(inclusive of pre-suit interest @ 18 % per annum) towards cost of Energy Metering Systems; (b) recovery of a sum of Rs. 15 Lakhs towards mental agony and losses of business etc.; (c) recovery of pendent-lite and future interest at the rate of 18% per annum; (d) costs of the suit; and (e) any other relief.
3. The defence of the defendant no.1 and defendant no.4 as pleaded in their common written statement can be summarized as under:
(a) The dispute involved in the present suit is a commercial dispute and, therefore, this Court does not have jurisdiction to entertain, try and adjudicate upon the same;
(b) The defendants carry on their business at Faridabad, Haryana.
The plaintiff had approached the plaintiff at its place of business at Faridabad, Haryana and had placed purchased orders there only. The defendants made delivery of metering systems to plaintiff at its manufacturing site situated in Faridabad, Haryana. The bills raised by the defendants contained a clause that all the disputes shall be subject to jurisdiction of Courts at Faridabad only. In view of all the facts, this Court does not have the jurisdiction to entertain, try and adjudicate upon the present suit.;
(c) The defendants started supplying the metering systems to the plaintiff in July, 2009 and last supply was made in February, CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 6 of 27 v.
Superior Products Industries and Others 2012. During this period, the plaintiff never made any complaint regarding the alleged defects in the metering systems;
(d) It is only when the defendants demanded payment of balance sale consideration of the metering systems sold to the plaintiff that the plaintiff started levelling false allegations of metering systems being defective and being not as per the specifications;
(e) The defendants cancelled the dealership of plaintiff vide its letter dated 13.04.2012 on account of it failing to pay the huge unpaid sale consideration of Rs. 21,74,785/-. It is only after this that the plaintiff started raising several complaints through emails etc.
(f) As on the date of filing of the present suit, the alleged one year warrantee of metering systems has already expired and the plaintiff upon expiry of warrantee had never purchased the extended warrantee from the defendants. The warrantee period of 12 months had started from the date of respective delivery;
(g) It is denied that the Energy Metering Systems sold by the defendants to the plaintiff were defective or incomplete.
(h) Plaintiff itself, as per the averments in the plaint, is engaged in the business of trading of electrical equipment, including turnkey job work of installation and commissioning of the said electrical equipment. Therefore, it is denied that it was agreed that the responsibility of installation/commissioning of metering systems at different locations/sites of plaintiff's customers/users would be that of defendants only.
(i) Till date, the plaintiff has not returned a single product to the defendants;
(j) The plaintiff has not filed proofs of cases, if any, filed by the plaintiff's customers/end users for the alleged defective metering CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 7 of 27 v.
Superior Products Industries and Others systems supplied by the defendants. The plaintiff, therefore, has not suffered any loss. It is denied that the plaintiff has suffered mental agony, harassment, or loss of business etc.
4. Plaintiff filed a replication to the aforesaid common written statement of defendant no.1 and 4, which is more or less in denial of allegation/averments stated in the written statement and in reaffirmation of those pleaded in the plaint. Pertinently, the plaintiff in para 5 of the replication, though has vaguely denied the clause in the bills/invoices conferring exclusive jurisdiction to Courts at Faridabad, it, in the very same paragraph, has also stated that the words mentioned in the invoices are "subject to the Faridabad jurisdiction". The plaintiff has further averred that the words "exclusive" or "only" have not been mentioned in the invoices.
5. The present suit was initially filed before the High Court of Delhi and the same, pursuant to enhancement of pecuniary jurisdiction of the District Courts, was transferred to this Court, vide Order dated 04.12.2015.
6. In the Order dated 15.03.2013, it was recorded that the aforesaid written statement was filed by the defendant no.1 and 3. Vide the same Order, right of defendant no.2 and 4 of filing written statement was closed. The defendants were proceeded with ex-parte vide Order dated 23.02.2017.
7. Vide Order dated 28.03.2018, an application under Order IX Rule 7 CPC filed on behalf of the defendant no.4, was allowed only to the extent that he was given a liberty to address final arguments as no application for reopening of right to file the written statement was filed. In Order dated 28.02.2019, it was recorded that the written statement on record, though was filed by the defendant no.1 and 4, it was wrongly shown to have been filed by defendant no.1 and 3. The CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 8 of 27 v.
Superior Products Industries and Others Delhi High Court, upon appeal filed by the defendant no.4, allowed the defendant no.4 to examine only one witness in support of its defence.
8. The present suit was initially filed by the Gagandeep Ahluwalia in the capacity of being sole proprietor of "M/s SAV Engineers". The plaintiff filed an application under Order XXII Rule 10 CPC therein stating that the said proprietorship firm, during the pendency of this suit, was taken over by "M/s SAV Engineers Pvt. Ltd." and, therefore, the permission was sought to replace plaintiff, "Gagandeep Ahluwalia" with "M/s SAV Engineers Pvt. Ltd." The said application was allowed by the Delhi High Court, vide Order dated 01.09.2014.
9. Vide Order dated 28.01.2014, following issues were framed:
Issue no.1: Whether this Court has no territorial jurisdiction to try and entertain this suit? OPD Issue No.2: Whether the plaintiff is entitled to a decree as prayed in prayer (a)? OPP Issue no. 3: Whether the plaintiff is entitled to a decree as prayed in prayer (b)? OPP Issue no.4: Whether the plaintiff is entitled to interest, if so, at what rate and for which period? OPP Issue no. 5: Relief ?
10. The plaintiff in order to prove its case examined seven witnesses.
10.1. Plaintiff's first witness/PW-1 was its Director, Gagandeep Ahluwalia. He tendered his affidavit, Ex. PW-1/A towards his examination-in-chief. He also tendered in evidence several documents, which were exhibited from Ex. PW-1/1 to Ex. PW-1/24.
CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 9 of 27v.
Superior Products Industries and Others These documents included specifications of metering systems, several purchase orders placed by the plaintiff, challans and VAT forms, various emails/correspondences, letters, receipt, statement of account, tax invoices and legal notices etc. 10.2. Plaintiff's 2nd witness/PW-2 was Amit Kumar Srivastava, who stated himself to be working with Shree Energy Developers Pvt. Ltd. He stated that he had placed purchase orders upon the plaintiff for purchase of metering systems manufactured by the defendant. He also stated that the said metering systems were defective and that the same were, therefore, returned to the plaintiff. He also stated that the plaintiff thereafter supplied the metering systems of another brand namely 'Crystal' which were working well.
10.3. Plaintiff's 3rd witness/PW-3 was Tapan Kumar Haldar, who was a summoned witness from Bureau of Indian Standard (BIS). He stated that the defendant no.1 firm did not have license to manufacture 60A, single phase meters and 100AMP 3 phase meters. He also stated that the plaintiff had lodged a complaint with the office of the BIS against the defendant. He further stated that action upon the defendant was under process.
10.4. Plaintiff's 4th witness/PW-4 was Prafulla Kumar Jha, who was a summoned witness from Bank of Baroda, Bhogal, Delhi. He produced in evidence a statement of account of plaintiff's bank account maintained with Bhogal Branch of Bank of Baroda.
10.5. Plaintiff's 5th witness/PW-5 was Sahab Singh, who was a summoned witness. He stated himself to be the proprietor of SS Electrical works. He stated that he had dis-mantled the defective meters supplied by the defendant from the sites of the plaintiff's customers and that he had also installed the electric meters of another brand CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 10 of 27 v.
Superior Products Industries and Others 'Crystal'. He also produced in evidence the bills raised upon the plaintiff for the said work.
10.6. Plaintiff's 6th witness/PW-6 was Rajesh Sharma, who was a summoned witness from Facilitative Vatika Ltd. He stated that the meters of defendants as supplied for the Vatika Urban Woods Project in Jaipur were defective and that they did not function properly and he also stated that the said defective meters were returned to the plaintiff. In this regard, he tendered in evidence the documents as well.
10.7. Plaintiff's 7th witness/PW-7 was Amit Malik, who was a summoned witness from C.C.P.L. Developers Pvt. Ltd. He stated that C.C.P.L. Developers Pvt. Ltd. had developed East Delhi Mall (EDM). He stated that the electrical meters of the defendant as were installed in the project were of substandard quality and that the same had to be replaced by the plaintiff. In this regard, he tendered in evidence several emails/correspondences with the plaintiff.
10.8. The plaintiff, vide statement recorded on 12.12.2017, closed its evidences. The testimonies of plaintiff's witnesses shall be dealt with, wherever relevant, while returning the findings on the issues.
11. Defendants in order to prove their defence examined its partner/defendant no.4 namely Mahesh Kumar as DW-1. He tendered his affidavit, Ex. DW-1/A towards his examination-in-chief. He also tendered in evidence several documents, which were: (a) a copy of letter dated 13.04.2012 as Ex. DW-1/1; (b) a copy of ledger showing the balance against the plaintiff as Ex.DW-1/2 (3 pages); (c) a copy of email written to the customer of Vatika site for assurance of payment as Ex.DW-1/3; (d) a copy of the email sent in reply by Vatika as Ex.DW-1/4 (4 pages); (e) a copy of minutes of meeting sent by the EDM Mall as Ex.DW-1/5 (2 pages). He was cross-examined on behalf CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 11 of 27 v.
Superior Products Industries and Others of the plaintiff and then he was discharged. His testimony will be dealt with, wherever relevant, while returning the findings on the issues.
12. I have heard Mr. Mohammad Rashid, Ld. Counsel for the plaintiff and Mr. Anand Vardhan, Mr. Vijay Kumar Dalal and Mr. Yuganshu Sharma, Ld. Counsels for the defendants. I have also gone through the judicial record carefully.
Findings on Issues:
13. Issue no.1: Whether this Court has no territorial jurisdiction to try and entertain this suit? OPD 13.1. The onus to prove this issue was placed upon the defendants.
13.2. Defendants' plea on the issue at hand is two-fold: firstly, as per the jurisdiction clause in the invoices raised by the defendants, Courts at Faridabad, Haryana had exclusive jurisdiction over the dispute between the plaintiff and defendants; and secondly, neither the defendants reside, or carry on business within the territorial limits of this Court, nor has any part of cause of action arisen there. The defendants have pleaded in the written statement that they carry on their business at Faridabad, Haryana; that the plaintiff had approached the defendants at their place of business in Faridabad, Haryana; that the plaintiff had placed purchased orders upon the defendants at their place of business in Faridabad, Haryana; and that the defendants made delivery of goods to plaintiff at its manufacturing site situated in Faridabad, Haryana.
13.3. Per contra, plaintiff, in support of maintainability of this suit before this Court, has pleaded that the plaintiff had placed purchase orders upon the defendants from its Delhi office; that the defendants supplied the goods to plaintiff at its Delhi office; that the plaintiff made CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 12 of 27 v.
Superior Products Industries and Others the payments to the defendants through cheques drawn on its bank account maintained with the Bank of Baroda, Bhogal, New Delhi; that the defendants are liable to refund the claim of plaintiff at Delhi; and that one of the projects i.e. East Delhi Mall (EDM) where the metering systems supplied by the defendants were installed is situated in Delhi.
13.4. In the present case, the issue is regarding the territorial jurisdiction. Sections 15 to 20 of the CPC deal with the place of suing. Section 15 provides that the suit shall be instituted in the Court of the lowest grade competent to try it. Section 16 and six clauses therein provide that the suit pertaining to an immovable property or for the recovery of movable property under distraint or attachment shall be filed in the Court within whose jurisdiction the property is situate. Section 17 deals with the situation where an immovable property is situated within the jurisdiction of different Courts. Section 18 provides for place of institution of suit where local limits of jurisdiction of Courts are uncertain. Section 19 deals with suit for compensation for wrongs to person or movables. Section 20 is the residuary provision and relevant herein. The said Section is reproduced herein under:
"20. Other suits to be instituted where defendants reside or cause of action arises.- Subject to the limitations aforesaid, every suit shall be instituted in a Court within the local limits of whose jurisdiction-
(a) the defendant, or each of the defendants where there are more than one, at the time of the commencement of the suit, actually and voluntarily resides, or carries on business, or personally works for gain; or
(b) any of the defendants, where there are more than one, at the time of the commencement of the suit, actually and voluntarily resides, or carries on business, or personally works for gain, provided that in such case either the leave of the Court is given, or the defendants who do not reside, or carry on business, or personally CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 13 of 27 v.
Superior Products Industries and Others works for gain, as aforesaid, acquiesce in such institution; or
(c)The cause of action, wholly or in part, arises. Explanation2 -- A corporation shall be deemed to carry on business at its sole or principal office in India or, in respect of any cause of action arising at any place where it has also a subordinate office, at such place." 13.5. Clauses (a), (b) and (c) of Section 20 CPC, thus, provides the jurisdiction of the Court on two basis, these are, either on the basis of defendant's place of residence/business/work, or on the basis of accrual of cause of action. While the clause (a) deals with the situation where the sole defendant or all the defendants reside, or carry on business, or personally work for gain within the jurisdiction of one Court; clause
(b) deals with a situation where out of more than one defendants in a suit, one or some of the defendants reside, or carry on business, or personally work for gain within the jurisdiction of one Court, and others within the jurisdiction of another Court. In a situation covered by clause (b), either the leave of the Court is required or the acquiescence of defendant(s) not residing or carrying on business or working for gain, is required. Clauses (a) and (b) provide that a suit can be instituted in a Court within the local limits of whose jurisdiction, the defendant(s) resides, or carries on business, or personally works for gain. Clause (c) provides that a suit can be instituted in a Court within whose jurisdiction the cause of action, wholly or in part, has arisen.
2The Hon'ble Supreme Court in Patel Roadways Ltd., Bombay v. Prasad Trading Company and Ors., (1991) 4 SCC 270 and in New Moga Transport Company through its proprietor Krishan Lal Jhanwar v. United India Insurance Company Ltd. and Ors., (2004) 4 SCC 677 had an occasion to interpret the explanation to Section 20 CPC. The Hon'ble Supreme Court held that the word "or" in the explanation has been used as a disjunctive. It was held that where a company has a sole or principal office, it shall be deemed to carry on business at the place of that office. However, when a company apart from sole or principal office also has a subordinate office at a place different from the place of sole or principal office, and the cause of action arises at the place of subordinate office, such company shall be deemed to carry on business at the place of its subordinate office, and not at the place of its sole or principal office.
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Superior Products Industries and Others 13.6. In the present case, indubitably, the place of residence or business or work of the defendants is not within the territorial jurisdiction of this Court. Clauses (a) and (b) of Section 20 CPC, therefore, have no application. Now, in the present case, it needs to be examined whether any part of the cause of action, as contemplated under clause (c), has arisen within the jurisdiction of this Court.
13.7. In view of the rival contentions of parties and taking into consideration the law, as explained herein above; this Court can be said to have territorial jurisdiction only if it is established, firstly, that the jurisdiction clause in the invoices raised by the defendants therein conferring the jurisdiction upon Courts at Faridabad, Haryana is invalid; and secondly, that any part of cause of action has arisen within the jurisdiction of this Court. In case, either of the aforesaid two aspects is not established, this Court will not have territorial jurisdiction to decide the present suit.
13.8. Though the defendants have taken a plea that the invoices raised by them contained a clause conferring exclusive jurisdiction upon the Courts at Faridabad, they have not produced the said invoices. However, the plaintiff, at the same time, in para 5 of its replication, has stated that the words mentioned in the invoices "subject to the Faridabad jurisdiction" are not accompanied with the words "exclusive" or "only". Thus, the plaintiff, in a way, has admitted the jurisdiction clause in the invoices but at the same time has alleged the same to be invalid for not using the words "exclusive" or "only".
13.9. In the present case, plaintiff, from time to time, during the period between 21.07.2009 to 02.02.2012, placed 14 purchase orders upon the defendants for supply of Energy Metering Systems. The CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 15 of 27 v.
Superior Products Industries and Others defendants, acting upon the said purchase orders, supplied goods, from time to time, to plaintiff/ its customers. The defendants also raised invoices for the goods supplied. Plaintiff, admittedly, out of total invoices amount of Rs. 76 Lakhs, paid a sum of Rs. 64,51,050/- to the defendants. The plaintiff, during this period, upon receiving the supply of goods and invoices, never raised any dispute regarding the jurisdiction clause contained in the invoices. From these undisputed facts, it can be said that there was consensus between both the parties regarding the jurisdiction clause in the invoices, which, thus, constituted a valid contract between the parties3.
13.10. It would also be apposite here to deal with the law regarding the validity of jurisdiction clause, which excludes the jurisdiction of one Court and confers exclusive jurisdiction upon another Court.
13.11. As per Section 10 of the Contract Act, 1872, one of the essentials of a valid contract is that the consideration and the object should be lawful. As per Section 23, every agreement of which the object or consideration is not lawful is void. Section 23 mentions the circumstances when the consideration, or object of an agreement is not lawful. One such circumstance is when the consideration or object of an agreement is opposed to public policy. An agreement, which ousts the jurisdiction of a Court is considered to be opposed to public policy. Such an agreement has also been expressly declared to be void under Section 28 of the Contract Act, 1872. Section 28 states that an agreement absolutely restraining a party from enforcing his right through a Court of law or an agreement which places a limit as to the 3 Reliance, in this regard, is placed upon the judgment of the Delhi High Court in M/s Flint Group India Pvt. Ltd. v. M/s Good Morning India Media Pvt. Ltd., C.M. (M) 369/2017 and that of the Bombay High Court in Jatin Koticha v. VFC Industries Pvt. Ltd., MANU/MH/1363/2007.
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Superior Products Industries and Others time within which a right can be enforced, is void. The said Section, however, recognizes an exception with respect to the agreement to refer the past or future dispute between the parties to the arbitration. It is important to note here that it is only that agreement, which absolutely restricts any party from enforcing his rights by the usual legal proceedings in the ordinary Courts, which is void under Section 28(a) of the Contract Act, 1872. It means that when two Courts have jurisdiction, the parties by an agreement may agree that one such Court will not have jurisdiction and that the other Court will have the exclusive jurisdiction to adjudicate the dispute between them. However, the parties by an agreement cannot confer jurisdiction upon a Court, which otherwise does not have the jurisdiction to adjudicate the dispute4.
13.12. In the present case, the Courts at Faridabad, by virtue of the fact that the defendants' business place was situated within it territorial limits, otherwise had the jurisdiction.
13.13. Here, it is noted that the only contention the plaintiff, in disputing the validity of jurisdiction clause in the invoices, has raised is that words "exclusive" or "only" have not been mentioned in the invoices. In this regard, the three Judges Bench of the Supreme Court in Swastik Gas (P) Ltd. v. Indian Oil Corporation Ltd., (2013) 9 SCC 321 has held that absence of words like 'alone', 'only', 'exclusive', or 'exclusive jurisdiction' is not decisive and does not make any material difference, since the intention of the parties is clear and unambiguous by the incorporation of an exclusionary clause in the agreement. The Supreme Court held that when the parties to an agreement decide to 4 ABC Laminart Pvt. Ltd. and Ors. v. AP Agencies, Salem, MANU/SC/0001/1989 CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 17 of 27 v.
Superior Products Industries and Others confer jurisdiction upon Courts at particular place, the maxim "expressio unius est exclusio alterius", which means that expression of one is the exclusion of another, gets applied.
13.14. In view of the above discussion, it is held that (a) there was a valid jurisdiction clause in the invoices raised by the defendants; and
(b) the plaintiff accepted the said clause by accepting delivery of goods, by making part payments, and by not raising dispute over jurisdiction clause. The said jurisdiction clause conferred exclusive jurisdiction to Courts at Faridabad for any dispute between the plaintiff and defendants. Thus, this Court lacks territorial jurisdiction to entertain, try and adjudicate upon the dispute involved in the present suit.
13.15. Though the aforesaid finding in itself is sufficient for deciding the issue at hand in favour of the defendants and against the plaintiff, now, I shall proceed to examine this issue after assuming that there was no exclusive jurisdiction clause.
13.16. Plaintiff's case is that various parts of cause of action have taken place within the territorial limits of this Court.
13.17. The Supreme Court in A.B.C. Laminart (P) Ltd. v. A.P. Agencies5 explained the meaning of the term 'cause of action' as under:
"12. A cause of action means every fact, which, if traversed, it would be necessary for the plaintiff to prove in order to support his right to a judgment of the Court. In other words, it is a bundle of facts which taken with the law applicable to them gives the plaintiff a fight to relief against the defendant. It must include some act done by the defendant since in the absence of such an act no cause of action can possibly accrue. It is not limited to the 5 (1989) 2 SCC 163.CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 18 of 27
v.
Superior Products Industries and Others actual infringement of the fight sued on but includes all the material facts on which it is founded. It does not comprise evidence necessary to prove such facts, but every fact necessary for the plaintiff to prove to enable him to obtain a decree. Everything which if not proved would give the defendant a fight to immediate judgment must be part of the cause of action. But it has no relation whatever to the defence which may be set up by the defendant nor does it depend upon the character of the relief prayed for by the plaintiff."
13.18. The Supreme Court in Rajasthan High Court Advocates' Association v. Union of India6 defined the 'cause of action' as under:
"The expression cause of action has acquired a judicially settled meaning. In the restricted sense cause of action means the circumstances forming the infraction of the right or the immediate occasion for the action. In the wider sense it means the necessary conditions for the maintenance of the suit, including not only the infraction of the right, but the infraction coupled with the right itself. Compendiously the expression means every fact which it would be necessary for the plaintiff to prove, if traversed, in order to support his right to the judgment of the Court. Every fact which is necessary to be proved, as distinguished from every piece of evidence which is necessary to prove each fact, comprises in cause of action. It has to be left to be determined in each individual case as to where the cause of action arises."
13.19. The term 'cause of action', thus, means the 'cause of action for which the suit was brought'. 'Cause of action' is a cause which gives occasion for and forms the foundation of the suit. A cause of action means every fact, which, if traversed, it would be necessary for the plaintiff to prove in order to support his right to a Judgment of the Court. In other words, it is a bundle of facts, which taken with law applicable to them gives the plaintiff a right to relief against the defendant. It must include some act done by the defendant since in the 6 AIR 2001 SC 416.
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Superior Products Industries and Others absence of such an act no cause of action can possibly accrued. It is not limited to the actual infringement of the right sued on but includes all material facts on which it is founded.
13.20. It has also to be kept in mind that not all the facts pleaded in the plaint constitute the 'cause of action'. It is only the material, integral and essential facts as pleaded, which form part of the 'cause of action'. Irrelevant facts, which have no relation to the lis, do not constitute 'cause of action'7.
13.21. Now, let it be examined whether any part of cause of action has taken place within the territorial limits of this Court.
13.22. Plaintiff's first contention is that it had placed purchase orders upon the defendants from its Delhi office. In a suit involving dispute regarding contract for sale of goods, the facts which constitute parts of cause of action are the execution of contract, its performance and its breach. A contract is executed when the offer is accepted. Placement of purchase order is merely an offer. It will result into contract when the offeree/ prospective seller would accept the same. An acceptance may be express, such as, in the form of a letter communicating acceptance, or it may be implied, such as, by supplying the goods in response to purchase order. Thus, it was the defendants, who, from their place of business, accepted the offer of plaintiff. Placement of purchase order can be an act of acceptance only in case of continuous/ open offer in the form of tender. When the bid of a tenderer is accepted, the tender becomes an open offer and as and when the purchase order is placed, it results into a contract. Indubitably, the present case is not 7 Reliance in this regard is placed upon the Judgments of the Hon'ble Supreme Court in Kusum Ingots & Alloys Ltd. v. Union of India and Anr., (2004) 6 SCC 254 and in Alchemist Ltd. and Anr. v. State Bank of Sikkim and Ors., (2007) 11 SCC 335.
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Superior Products Industries and Others the one of tender/ open offer. Thus, even if the plaintiff placed purchase order from its office in Delhi, the said act will not constitute a part of cause of action.
13.23. Plaintiff's second contention is that the defendants supplied the goods to plaintiff at its Delhi office. An act of supplying the goods amounts to performance of contract and thus, it will constitute a part of cause of action. The plaintiff has relied upon the documents, Ex. P-16 to Ex. P-59 for contending that the delivery was made in Delhi. These documents are the challans and VAT forms, wherein the address of consignee/plaintiff has been stated. The said address is in Delhi. However, the plaintiff has not proved any document to show that the delivery was made at Delhi. Such document to prove the delivery could have been issued by the transporter, such as Good Receipt. Challans and VAT forms do not prove delivery at the place which is mentioned therein.
13.24. Plaintiff's third contention is that it had made the payments to the defendants through cheques drawn on its bank account maintained with the Bank of Baroda, Bhogal, New Delhi. There is no merit in this contention. Payment by buyer to seller is performance of a term of contract. Performance of term of contract is one of those essential facts which it is necessary for plaintiff to prove in order to succeed in its claim. Therefore, the Court within whose local limits the payment is made will have territorial jurisdiction. However, in the present case, payment was not made/credited to defendants within the local limits of this Court's jurisdiction, rather, the payment was made from a bank account within the local limits of this Court's jurisdiction. In other words, plaintiff is seeking to fasten the jurisdiction at a place where the CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 21 of 27 v.
Superior Products Industries and Others payment was made from, and not the place where the payment was made to.
13.25. The next basis of plaintiff's case for territorial jurisdiction of this Court is that the defendants are liable to refund the claim of plaintiff at Delhi. In the present case, there was no term in the contract that the defendants would be liable to refund any claim of plaintiff at plaintiff's place. Therefore, it can not be said that it was a part of cause of action.
13.26. Plaintiff's last argument is that one of the projects i.e. East Delhi Mall (EDM) where the metering systems supplied by the defendants were installed is situated in Delhi. This constitutes a part of cause of action. However, the present case is based upon several causes of action. Plaintiff's act of placing separate purchase order for different projects and consequent supply of goods by the defendants were, all, separate transactions. Thus, at the most, it can be said that a part cause of action in respect of only one out of several causes of action upon which the suit is based has arisen within the territorial limits of this Court. Plaintiff's claim for refund for projects of Vatika, Rishbh Paradise, Media Village, RPF Housing, Rishabh Platinum, Ansal Karnal, Shree Energy, Janpath Greens and Millennium (Green County), which all were situated outside the Delhi, is beyond the territorial jurisdiction of this Court.
13.27. In view of the above, it is held that except for the East Delhi Mall (EDM), no part of cause of action has taken place within the territorial limits of this Court.
13.28. In view of the above discussion, particularly the finding recorded in para 13.14, it is held that this Court has no territorial CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 22 of 27 v.
Superior Products Industries and Others jurisdiction to entertain, try and adjudicate upon the present suit. The issue at hand is thus decided in favour of the defendants and against the plaintiff.
14. Issue No.2: Whether the plaintiff is entitled to a decree as prayed in prayer (a)? OPP Issue no. 3: Whether the plaintiff is entitled to a decree as prayed in prayer (b)? OPP Issue no.4: Whether the plaintiff is entitled to interest, if so, at what rate and for which period? OPP 14.1. These issues are being taken up together as the same can be decided on the basis of common findings. Onus of proving all these issues was upon the plaintiff.
14.2. Plaintiff in prayer (a) is seeking recovery of a sum of Rs. 70,31,644.50/- (inclusive of pre-suit interest @ 18 % per annum) towards cost of Energy Metering Systems. Plaintiff's case is that it had paid a sum of Rs. 64,51,050/-, out of the total bill amount of Rs. 70,31,644.50/-, towards the price of goods purchased from the defendants. Plaintiff is also seeking recovery of a sum of Rs. 5,80,594.50/- as interest @ 18% per annum upon the principal sum of Rs. 64,51,050/- from the date of last payment i.e. 09.02.2012 till 08.08.2012.
14.3. It is noteworthy here that the plaintiff is seeking the aforesaid recovery towards refund of price for all the goods supplied by the defendants for several projects of plaintiff's customers, these were, the Vatika, Rishbh Paradise, Media Village, RPF Housing, Rishabh Platinum, Ansal Karnal, Shree Energy, EDM (CCPL), Janpath Greens and Millennium (Green County). It is also noted that the plaintiff CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 23 of 27 v.
Superior Products Industries and Others during the period between 21.07.2009 to 02.02.2012 had placed 14 purchase orders upon the defendants for supply of Energy Metering Systems for installation and commissioning at different locations/sites of plaintiff's aforesaid customers. There were certain variations in these purchase orders, which were regarding the specifications of meters, date of delivery and payment terms. Defendants, accordingly, supplied goods to the plaintiff/its customers for installation/ commissioning on the sites of projects of plaintiff's customers. Thus, each purchase order and supply of goods in acceptance of the same constituted a separate contract. Plaintiff's case is that the defendants made breach of these contracts by either supplying defective goods, or by not installing/ commissioning at customer's sites, or by not providing one year cost-free on-site warranty. Plaintiff's grievance can be described as non-commissioning/ non-installation of meters, defective/ sub-standard quality of meters, no-supply of complete software/ hardware, not providing the on-site warranty and problems/issues in the meters.
14.4. Per contra, the case of defendants is that it was the plaintiff which defaulted in making payments as per the timeline stated in the purchase orders and as agreed with the defendants. The defendants have also stated in their written statement that upon plaintiff failing to clear the outstanding bills, the defendant cancelled the dealership of the plaintiff on 13.04.2012 and that it was after this date that the plaintiff through various emails etc. started raising false complaints against the metering system of the defendants. It has also been stated that the plaintiff and its customers duly accepted the metering systems provided by the defendants and they did not raise any issue regarding quality or specification for a substantial period.
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Superior Products Industries and Others 14.5. A contract, which is an agreement enforceable by law, consists of reciprocal promises of parties to contract. As per Section 52 of the Contract Act, 1872, the said reciprocal promises are to be performed by the parties as per the order/sequence fixed in the contract. Section 54 provides that a party which has failed to perform its promise cannot claim performance of reciprocal promise by the other party. Here, Section 31 of the Sale of Goods Act, 1930 is also relevant, which provides that the seller has a duty to deliver the goods and the buyer has a duty to pay as per the terms of contract. The terms/stipulations regarding timeline of payment and delivery of goods, as provided under Section 12, may either be the condition or warranty. A condition is that which is essential to the main purpose of the contract and breach of it gives a right to the other party to repudiate the contract. A warranty, on the other hand, is collateral to the main purpose of the contract and breach of it gives a right to claim damages only8. As per Section 13, breach of condition by a party may be waived off by the other party to the contract. In such a situation, the party waiving off such breach cannot repudiate the contract.
14.6. Section 41 provides that a buyer is not deemed to have accepted the goods if he did not get an opportunity to examine the same so as to ascertain that the goods are in conformity with the contract. As per Section 42, if the buyer upon receiving delivery of goods does any act in relation to the same which is inconsistent with the ownership of the seller, or when he despite the expiry of reasonable time retains the goods without intimating to the seller that he has rejected them, such buyer is deemed to have accepted the goods.
8Section 12 of the Sale of Goods Act, 1930.
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Superior Products Industries and Others 14.7. Let the facts of the present case be now examined in the light of law as explained herein above.
14.8. As earlier stated, plaintiff in the present suit has joined several causes of actions, which is permissible under Order II Rule 3 CPC. Indubitably, the defendants, upon receiving fourteen purchase orders from the plaintiff for different customers, supplied metering systems separately and by way of separate deliveries to the plaintiff/its customers. As per the case of the plaintiff, the issues faced by the plaintiff/its customers regarding the metering systems supplied by the defendants were also different. In the present case, plaintiff, by claiming refund of entire payments along with interest, in a way, is seeking to repudiate all the contracts. However, plaintiff has not presented segregated claims so as to ascertain as to in respect of which contracts the delivery was not accepted and the alleged defective delivery was considered to be a breach of condition. The defendants had started delivering the goods from July, 2009 onward and the same continued till April, 2012. This Court is not in position to return a definite finding as to which goods and for which project were retained by the plaintiff/its customers despite expiry of reasonable times and which the plaintiff now cannot return. It is a settled law that the case of plaintiff has to stand on its own legs. Plaintiff cannot claim any advantage due to weakness, if any, in defendants' defence.
14.9. In view of the above, it is held that plaintiff is not entitled to the recovery of Rs. 70,31,644.50/- as sought in prayer (a). Plaintiff has also failed to prove its claims for loss of profit, mental agony, or harassment. The prayer (b) wherein plaintiff is seeking recovery of Rs. 15 Lakhs is also rejected. In view of rejection of reliefs as sought in prayer (a) and prayer (b), the question of awarding pendente-lite and CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 26 of 27 v.
Superior Products Industries and Others future interest does not even arise and, therefore, prayer (c) is also rejected.
14.10. Issue no.2, Issue no.3 and Issue no.4 are, accordingly, decided against the plaintiff and in favour of the defendants.
15. Issue no. 5: Relief ?
15.1. The present suit is dismissed on account of finding upon Issue no.1 which has been determined by holding that this Court does not have territorial jurisdiction to adjudicate upon the same. However, this Court, as per Order XIV Rule 2(1) CPC and Order XX Rule 5 CPC, has given findings/Judgment on all the issues framed in the present suit.
15.2. Despite the dismissal of the suit, the costs of the suit are not being awarded in favour of the defendants and against the plaintiff on account of the fact that the conduct of defendants during the course of the suit in filing repetitive frivolous applications and delaying the present suit does not entitle them to the costs of the suit.
16. Decree-sheet be prepared, accordingly.
17. File be consigned to Record Room thereafter.
Digitally signed by SACHIN SACHIN MITTAL Announced & dictated in MITTAL Date: 2026.03.30 the open Court on 30.03.2026 12:44:32 +0530 (Sachin Mittal) ASJ-05/North-West District Rohini Courts, Delhi/30.03.2026
Certified that this Judgment contains 27 pages and bears my digital signatures. SACHIN Digitally signed by SACHIN MITTAL MITTAL Date: 2026.03.30 12:44:38 +0530 (Sachin Mittal) ASJ-05/North-West District Rohini Courts, Delhi/30.03.2026 CS DJ No. 10017/16 M/s SAV Engineers Pvt. Ltd. Page 27 of 27 v.
Superior Products Industries and Others