Karnataka High Court
Narendra Swain And Co vs M/S Skl Grapes on 24 April, 2025
Author: R Devdas
Bench: R Devdas
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IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 24TH DAY OF APRIL, 2025
BEFORE
THE HON'BLE MR. JUSTICE R. DEVDAS
REVIEW PETITION NO. 36 OF 2025
BETWEEN
1. NARENDRA SWAIN AND CO.
FRUITS AND VEGETABLE COMMISSION AGENT,
CHHATRA BAZAR, CUTTACK- 781014,
REP. BY ITS AUTHORIZED PERSON
MR. NARENDRA SWAIN
2. MR. NARENDRA SWAIN
(AGED ABOUT 60)
S/O LATE MAHENDRA SWAIN,
PARTNER,
NARENDRA SWAIN AND CO.
OFFICE AT CHHATRA BAZAR,
CUTTACK-781014
3. MR. JAHENDRA SWAIN
(AGED ABOUT 60 YEARS)
S/O LATE MAHENDRA SWAIN,
PARTNER,
NARENDRA SWAIN AND CO.
OFFICE AT CHHATRA BAZAR,
CUTTACK-781014.
4. MR. RABINDRA KUMAR
SWAIN (AGED ABOUT 43 YEARS)
S/O LATE MAHENDRA SWAIN,
PARTNER,
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NARENDRA SWAIN AND CO.
OFFICE AT CHHATRA BAZAR,
CUTTACK-781014
...PETITIONERS
(BY SRI. SHIVAKUMAR., ADVOCATE)
AND
M/S SKL GRAPES
A REGISTERED PARTNERSHIP FIRM
HAVING OFFICE AT NO.270, 36TH A CROSS,
BENGALURU-560082
......RESPONDENT
(BY SRI. SAMPATH A., ADVOCATE) THIS REVIEW PETITION IS FILED UNDER ORDER 47 RULE 1 R/W SEC. 114 OF CPC, PRAYING THAT THIS HONBLE COURT MAY BE PLEASED TO ALLOW THIS PETITION / APPLICATION SEEKING REVIEW OF THE IMPUGNED JUDGMENT DATED 08.01.2025 RENDERED BY THIS HONBLE COURT IN WP NO.18357/24 ANNEXED AS ANNEXURE A AND PASS ANY OTHER APPROPRIATE ORDER IN FAVOUR OF THE PETITIONER AND AGAINST THE RESPONDENT IN THE INTEREST OF JUSTICE. THIS REVIEW PETITION HAVING BEEN HEARD AND RESERVED ON 09.04.2025 AND COMING ON FOR PRONOUNCEMENT OF ORDERS, THIS DAY, THIS COURT MADE THE FOLLOWING:
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CORAM: HON'BLE MR JUSTICE R DEVDAS CAV ORDER (PER: HON'BLE MR JUSTICE R DEVDAS) This Review Petition has been filed by the original petitioners in W.P.No.18357/2024, seeking to review the order dated 08.01.2025.
2. At the outset it should be noticed that various grounds are sought to be raised in the review petition, which according to this Court do not constitute legally tenable grounds for review. The only ground which is acceptable as tenable ground for review of the order is that the Trial Court has placed reliance on the judgment of the Madras High Court in the case of M/s. Patel Bros. Vs. M/s. Vadilal Kashidas Ltd., 1958 SCC OnLine Mad 199 which was also relied upon by this Court.
3. It was contended by the learned Counsel for the review petitioners that the said judgment was -4- rendered in the year 1958, much prior to the commencement of Commercial Courts Act, 2015. The Act, 2015 defines the word 'commercial dispute' in Section 2(1)(c) and while defining so, at clause (f) the word 'document' is also defined as to mean any matter expressed or described upon any substance by means of letters, figures or matters or electronic means, or by more than one of those means, intended to be used, or which may be used, for the purpose of recording that matter. The learned Counsel would therefore submit that having regard to the definition of the words 'commercial dispute' and 'document', as provided in the Act, even an invoice or a bill raised by one of the parties to the proceedings are held to be 'contract' and if the dispute is raised based on such documents, a commercial dispute is maintainable before the Commercial Court. However, the interpretation of the provisions contained in Section -5- 20(c) of the Code of Civil Procedure in M/s. Patel Bros., may not succinctly apply to the facts of the case having regard to the fact that the respondent herein has filed a commercial suit and it cannot be disputed that the suit being based on invoices raised by the parties, the invoice can be treated as a document binding the parties to the proceedings. It is therefore contended that the reference to jurisdiction of the Court in the invoices form part of a binding contract between the parties.
4. In this regard, the learned Counsel for the respondent has drawn the attention of this Court to another decision of the Madras High Court in the case of NSK India Sales Company Private Ltd., Chennai Vs. Proactive Universal Trading Company Private Ltd., New Delhi, 2015 SCC OnLine Mad 14146. While considering the question of jurisdiction of the Courts/Arbitral Tribunal, the -6- Madras High Court has noticed Section 7 of the Arbitration and Conciliation Act, 1996, which provides that arbitration agreement means an agreement by the parties to submit to arbitration all or certain disputes which have arisen or which may arise between them in respect of a defined legal relationship, whether contractual or not. Sub-Section (4) of Section 7 provides that an arbitration agreement is in writing if it is contained in a) a document signed by the parties, b) an exchange of letters, telex, telegrams or other means of telecommunication which provide a record of the agreement or c) an exchange of statements of claim and defence in which the existence of the agreement is alleged by one party and not denied by the other.
5. Having regard to the said provisions it was noticed that the Apex Court in the case of M.R.Engineers and Contractors Private Limited -7- Vs. Som Datt Builders Ltd., (2009) 7 SCC 696, had held that first and foremost, there has to be an agreement and the parties should agree to the same thing in the same sense. The mere printing of the conditions on the reverse of the invoice was, at the highest, an offer made by the respondent to the petitioner therein. Unless the offer was accepted by the petitioner the same could not result in a binding and enforceable contract. Such unilateral condition while effecting delivery of goods in terms of the purchase order would not bind the petitioner. The learned Counsel therefore submitted that such a contention on the part of the petitioners herein, that their invoices contain the words 'transaction would be subject to Cuttack jurisdiction' cannot be considered as an agreement of the parties, since there is no consensus ad idem.
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6. Having heard the learned Counsel for the review petitioners and the learned Counsel for the respondent and on perusing the petition papers, this Court finds that reliance placed by the Trial Court and this Court on M/s.Patel Bros., (supra) cannot be considered as misplaced. Despite the changed circumstances, inasmuch as operation of the Commercial Courts Act and the definition provided in the statute to the words 'commercial dispute' and 'document', it does not change the position regarding jurisdiction of the Court, in terms of Section 20(c) of the CPC, where it was held that the printed words in the invoices would not amount to a contract that both the parties agreed to have the disputes settled in a Court of a particular jurisdiction.
7. All other contentions raised by the review petitioners touches upon the finding rendered by this Court or observations made by this Court. None of -9- such contentions would disclose any error apparent on the face of the record. Therefore, all such contentions cannot be considered in this review petition.
8. For the reasons stated above, this Court finds no merit in the review petition. Accordingly, the Review Petition is dismissed.
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(R DEVDAS) JUDGE JT/-
CT:JL