It will be appropriate to note, in brief, the factual background v. H right under the- said agreement to the first

Respondent contended that the primafacie finding of the Single Judge in regard to the action of the respondent in the English Court being vexatious and oppressive would not bind the Judge himself at the stage of final hearing of motion much less would it bind the Division Bench in Appeal; that the parties had clearly stipulated in the contract for resolution of their disputes in accordance with the English Law and in the English E Court, therefore, the appropriate forum would be the English Court; that it being the court of choice of the parties no injunction could be granted · against the respondent from prosecuting the case before that Court; that the foreseeability test pleaded by the appellants was not relevant; that the parties had chosen neutral forum in preference to natural.forums-Indian F Courts and Singapore Courts; that in any event when a party had approached an agreed jurisdiction under a contract, whether exclusive or non-exclusive, the other party could not be allowed to contend that the suit so filed as vexatious and oppressive; and that only in extra-ordinary and unforeseen circumstances which would justify a party to claim relief from its bargain of non-exclusive jurisdiction clause that an anti-suit G injunction could be claimed but certainly not on the ground of convenience such as expenses and hardship of getting the witnesses to the agreed neutral forum. Dismissing the appeal, the Court H • 482 SUPREME COURT REPORTS [2003] l S.C.R. A HELD 1.1. In exercising discretion to grant an anti-suit injunction the court must be satisfied of the following aspects:-(a) the defendant against whom injunction is sought; is amenable to the personal jurisdiction of the court; (b) if the injunction is declined the ends of justice will be· defeated and injustice will be perpetuated; and (c) the principle of comity-respect of the court in which the commencement or continuance B of action/proceeding is sought to be restrained-must be borne in mind . . [500-E, FJ C

1.2. In a case where more forums than one are available, the Court in exercise of its discretion to grant anti-suit injunction will examine as to which is the appropriate forum (forum conveniens) having regard to the convenience of the parties and may grant anti-suit injunction in regard to proceedings which are oppressive or vexatious or in a forum non'- conveniens. (500-G, HJ )t -r E

1.3. Where jurisdiction of a court is invoked on the basis of D jurisdiction clause in a contract, the recitals therein in regard to exclusive or non-exclusive jurisdiction of the court of choice of the parties are not determinative but are relevant factors and when a question arises as to the nature of jurisdiction agreed to between the parties the court has to decide the same on a true interpretation of the contract on facts and circumstances of each case. [501-A-B)

1.4. A court of natural jurisdiction will not normally grant anti-suit injunction against a defendant before it where parties have agreed to ·submit to the exclusive jurisdicti~n of a court including a foreign court, a forum of their choice in regard to the commencement or continuance.of proceedings in the court of choice, save i~ an exceptional. case for good F and sufficient reasons, with a view to prevent injustice in Circumstances such ·as whieh permit a contracting ~arty.· to be relieved of the burden of the contract; or since the date of the confract the circumstances or subsequent ev.ents have made it impossible for the party seeking injunction . to prosecute the. case in the court. of choice. because the essence of the G jurisdiction ofthe court does not exist or because or. a vis major or force majeure and the like. [501-B-DJ

1.5 • Where parties have agreed, under a non-exclusive Jurisdiction clause, to approach a neutral foreign (orum and be governed by the law applicable to it for the resolution of their disput~s arising under the H contract, ordinarily no anti'"'.suit injunction will be granted in regard to 1- - • MODi ENTERTAINMENT NETWORK v. W.S.G. CRICKET PTE. LTD. 483 proceedings in such a forum co'111eniens and favoured forum as it shall be A presumed that .the parties have thought over their convenience and all other relevant factors before submitting to. non-exclusive jurisdiciion of the court of their choice which.cannot be treated just an alternative forum. 1501-E-FJ

1.6. A· party to the contract containing jurisdiction clause cannot B normally be prevented from approaching the court of choice of the. parties as it would amount to aiding breach of the·contract; yet when one Of the parties to the jurisdiction clause·approaches th.e court of choice in which exclusive or non-exclusive jurisdiction is created, the ·proceedings In that court cannot per se be treated as vexatious or oppressive nor can the court ·c be said to beforum non-co'11!eniens. (501-F-H( I. 7. The burden of establishing that the forum of choice is a forum non-conveniens or the proceedings therein are oppressive or vexatious would be on the party so contending to aver and prove the same. (502-AJ D

2.1. In the instant case, a plain reading of the jurisdktion clause shows that the parties have agreed that their contract will be governed by and be construed in accordance with English law and they have also agreed to submit to the non-exclusive jurisdiction of English Courts· (without reference to English conflict of law rules). Recitals in regard to submission to exclusive or non-exclusive jurisdiction of a court of choice E in an agreement are not .determinative. However, as both the parties proceeded on the basis that they meant non-exclusive ju, risdiction of the · English Courts; the Court is relieved of the interpretation of jurisdiction clause. Normally, the court will give effeCt to the intention of the parties as expressed in the agreement entered into by them except when strong reasons justify disregard of the contractual obligations of the parties. F 1502-C-EJ

2.2. The Single Judge proceeded on the prima facie finding ihat the proceedings in the English Courts would ·be oppressive and vexatious. Those findings, recorded at the stage of passing an ad-in•erim order, would G not bind the same Judge much less they would bind the appellate Court or the parties thereto at subsequent stage of the same proceeding because it cannot operate as issue estoppeL It cannot he laid down as a general principle that once the parties have agreed to submit to the jurisdiction of a foreign court, the proceeclings or the action brought either in the court of natural jurisdiction or in the court of choice will per se he oppressive H 484 SUPREME COURT REPORTS (2003) I S.C.R. A or vexatious. It depends upon the facts of each case and the question whether the proceedings in a Court are vexatious or oppressive has to be decided on the basis of the material brought before the Court. Having perused the plaints in both the suits and the contract that the proceeding in the English Court for recovery of the minimum guaranteed amount B under the contract cannot, at this stage, be said to be oppressive or vexatious. (503-C-FJ

2.3. It is true that the courts would be inclined to grant anti-suit injunction to prevent breach of contractual obligation to submit to the exclusive or non-exclusive jurisdiction of the court of choice of the parties C but that is not the only ground on which anti-suit injunction can be granted. As is apparent the appellants brought the suit in the court of natural jurisdiction for adjudication of the disputes arising under the contract for which the parties have agreed to submit to the non-exclusive jurisdiction of the English Court in accordance with English law though the English court has no nexus with the parties or the subject matter and D is not the natural forum. But then the jurisdiction clause indicates that the intention of the parties is to have the disputes resolved in accordance with the principles of English law by English Court. Unless the appellants show good and sufficient reasons, the intention of the parties as evidenced by their contract must be given effect to. Even when the appellants had filed the suit earlier in point of time in the court of natural forum and the respondent brought action in the English Court which is the agreed forum or forum of the choice having regard to the expressed intention of the parties, no good and sufficient reason is made out to grant anti-suit injunction to restrain the respondent from prosecuting the English action as such an order would clearly be in breach of agreement and the court F will not, except when proceedings in foreign court of choice result in . perpetuating injustice aid a party to commit breach of the agreement. E (501-F-H; 504-A, BJ

2.4. The submission that the English Court is forum non-conveniens in view of the alleged breach of the agreement by the respondent in the G manner not foreseen, is far from being a good and sufficient reason to ignore the jurisdic; tion clause. Even otherwise the fact that the parties had agreed to resolve their disputes arising under the agreement, shows that they bad foreseen possible breach of agreement by any of the parties and provided for the resolution of the disputes which might arise therefrom. H In the context; the for~eeability test would take in circumstances which '>- MODI ENTERTAINMENT NETWORK v. W.S.G. CRICKET PTE. LTD. 485 render approaching the forum of choice merging with other court and A losing its identity or a vis major etc., which would make it impossible for the party seeking anti-suit injunction, to prosecute the case before the forum of choice. The foreseeability test cannot be extended to the manner of breach of the contract so as to turn the forum of choice into forum non conveniens. Circumstances such as comparison of litigation expenses in B England and in India or the hardship and incurring of heavy expenditure on taking the witnesses to the English Court, would be deemed to have been foreseen by the parties when they agreed to submit to the jurisdiction of the English Court in accordance with the principles of English law and the said reasons cannot be valid grounds to interdict prosecution of the action in the English Court of choice. (504-C-F( C

2.5. The other submission that English Court has no connection with either of the parties or the subject matter and it is not a court of natural jurisdiction, can be taken note of when strong reasons are shown to disregard the contractual obligation. It cannot be a good and sufficient reason in itself to justify the court of natural jurisdiction to interdict action D in a foreign court of choice of the parties. Therefore, there is no valid reason to grant anti-suit injunction in favour of the appellants, in disregard of jurisdiction clause, to restrain the respondent from prosecuting the case in the foreign forum of the choice of the parties-the English Court. (504-G, H; 505-A) E