Mr. Saurav Agarwal, Mr. Shantanu Agarwal, Mr. Adarsh Ramanujan, Mr. Kapil Rustagi, Mr. Saurabh v. VEDA SEED SCIENCES PVT LTD

Judgment

1. CS (Comm) 828/2022 was instituted by the appellant Kohinoor Seed Fields India Pvt. Ltd against the respondent Veda Seed Sciences Pvt. Ltd, alleging infringement, by the respondent, of the appellant’s registered trade marks. The respondent filed IA 2200/2023 under Order VII Rule 10 of the Code of Civil Procedure, 19081, contending that this Court does not have the territorial jurisdiction to entertain the suit. A learned Single Judge of this Court has allowed IA 2200/2023, and has directed return of the plaint to the appellant for presentation before the appropriate Court. The appellant is in appeal. Facts

2. Inasmuch as an application under Order VII Rule 10 of the CPC has to be decided solely on the basis of the averments in the plaint, read with the documents filed therewith, it would not be necessary to refer to any of the pleadings before the learned Single Judge, except Signature Not Verified 1 “CPC”, hereinafter Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 the plaint instituted by the appellant.

3. The plaint

3.1 The appellant alleged, in its plaint, that by selling hybrid seeds, under the marks “VEDA TADAAKHA GOLD BG II”, “VEDA SADANAND GOLD BG II” and “VEDA BASANT GOLD BG II”, respondent was infringing registered trade marks TADAAKHA and SADANAND of the appellant and was also passing off its products as the products of the appellant. The marks TADAAKHA, SADANAND and BASANT of the appellant, and the marks “VEDA TADAAKHA GOLD”, “VEDA SADANAND GOLD” and “VEDA BASANT GOLD” were used for cotton hybrid seeds.

3.2 The appellant asserted, in its plaint, thus: (i) The appellant was in possession of necessary statutory approvals to sell its cotton hybrid seeds in Madhya Pradesh, South Rajasthan, Gujarat, Maharashtra, Andhra Pradesh, Telangana and Karnataka. (ii) The appellant was the proprietor of the registered word marks TADAAKHA and SADANAND, in Class 31, for agricultural seeds, w.e.f.2 24 March 2014 and 4 April 2014 respectively, under Section 23 of the Trade Marks Act, 1999. Signature Not Verified 2 With effect from Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 (iii) The appellant had garnered enormous goodwill and reputation in the marks TADAAKHA, SADANAND as well as in the mark BASANT, though, in respect of the mark BASANT, it had no registration under the Trade Marks Act. (iv) The appellant had also incurred considerable expenses towards promotion and advertising of its cotton hybrid seeds under the aforesaid marks. (v) On 3 March 2014, the appellant entered into a non- exclusive co-Marketing Agreement with the respondent, which was renewed annually, the last iteration of which was in the form of Marketing Agreement dated 1 January 2022, which remained valid till 31 December 2022. Under the Marketing Agreement, the respondent was permitted to market and distribute cotton hybrid seeds of the appellant under the aforesaid trade marks SADANAND, TADAAKHA and BASANT. Paras 18 to 23 of the plaint contain the following assertions with respect to the Marketing Agreement: arrangement with “18. The Plaintiff had entered into a non-exclusive the Defendant on comarketing 03.03.2014, which was renewed annually, for the purpose of marketing and distribution of five different cotton hybrids being KSCH-207 BG II, KSCH-211 BG II, KSCH- 212 BG II, KSCH-232 BG II and KSCH-213 BG Il. The arrangement was limited to the co-marking arrangement only since the hybrid seeds were being produced only by the Plaintiff to ensure quality control. Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025

19. The Marketing Agreement dated 01.01.2022 executed in New Delhi, is the latest iteration of this arrangement which is valid up to 31.12.2022 (’Marketing Agreement ’).

Copies of the Marketing Agreements for the years 2018-19, 2019-20, 2020-21 and 2021-22 are enclosed with the list of documents filed with the plaint. The Plaintiff craves leave to produce the earlier iterations of the agreement if the Court so directs.

20. Under Clause 3 read with Recitals 2 and 3 of the Marketing Agreement it was agreed that the Plaintiff would produce, and the Defendant would market and distribute, inter alia, the following cotton hybrid seeds under the Plaintiffs Subject Marks: KSCH-207 BG II cotton hybrid under the a. brand name of TADAAKHAfi KSCH-232 BG II cotton hybrid under the b. brand name of SADANANDfi KSCH-212 BG II cotton hybrid under the c. brand name of BASANTTM

21. The Plaintiffs ownership of the Plaintiffs Subject Marks, has been acknowledged by the Defendant in Clause 10(c) of the Marketing Agreement which states as following: “10. Packaging: … (c) VSSPL acknowledges and agrees KSFIPL is the owner of all trademarks and VSSPL shall not misuse or misrepresent them in any manner. Usage of the trade mark of KSFIPL by VSSPL in conjunction with any other mark shall not create any IPR rights of whatsoever nature in favour of VSSPL and VSSPL shall not use any such mark after agreement, or shall make any claim over such marks.” termination or expiry of Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 (Emphasis supplied)

22. Clause 10(b) of the Marketing Agreement requires that the promotional materials for the Plaintiff’s products marketed by the Defendant shall be pre-approved by the Plaintiff. It also obligated the Defendant to ensure that the packaging clearly indicated that the relevant hybrid seed had been developed, marketed, and packed by the Plaintiff and that the Defendant is only the marketer. Further, under Clause 10(d) of the Agreement, Defendant is required to refrain from any act or omission which would in any manner impair the Plaintiffs rights in above-mentioned trademarks. Under Clause 5 of the Marketing Agreement, the 23. Defendant explicitly undertook that it would not sell any other hybrid seeds under the Plaintiff’s Subject Marks, other than the five hybrids mentioned in the Marketing Agreement. Clause 5 of the Marketing Agreement reads as following: “VSSPL hereby agrees and undertakes that except in respect of the Collon hybrid Seeds it shall not sell any other hybrid seeds under the brand names permitted under this Agreement.” (vi) On 27 September 2022, the appellant wrote to the respondent, stating that it did not intend to renew the Marketing Agreement any further. Following this, on 1 October 2022, the appellant wrote to its distributors, stating that w.e.f. the next Kharif season of 2023, it would not be selling its cotton hybrid seeds through the respondent but would be directly selling them in the market. On 25 November 2022, the appellant sent a notice of termination of the Marketing Agreement to the respondent in terms of Clause 14(c) thereof. (vii) In October 2022, the appellant learnt that the respondent was promoting and accepting advance booking for the sale of BG-II cotton hybrid seeds for the kharif season 2023 under the Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 brands “VEDA TADAAKHA GOLD BG II”, “VEDA SADANAND GOLD BG II” and “VEDA BASANT GOLD BG II”. Copies of these advance bookings were received by the appellant on WhatsApp from its traders/distributors. (viii) The appellant, thereby, realized that the respondent was using the marks “VEDA TADAAKHA GOLD BG II”, “VEDA SADANAND GOLD BG II” and “VEDA BASANT GOLD BG II” in relation to hybrids not manufactured by the appellant. This use was, therefore, outside the permitted scope of the Marketing Agreement between the appellant and the respondent. Use of the appellant’s marks “TADAAKHA”, “SADANAND” “BASANT” for cotton hybrids which were not manufactured by the appellant could not be regarded as permitted use of the marks by the respondent and amounted, therefore, to infringement of the appellant’s registered trademarks. In this context, it is relevant to reproduce paras 28, 29 and 30 of the plaint, thus: “28. The Plaintiff was immediately concerned with the misuse of the Plaintiff’s Subject Marks because, shockingly, the Defendant was using the Plaintiff’s Subject Marks in relation to hybrids not produced by the Plaintiff and were thus, outside the Marketing the permitted scope of Agreement. …

29. The hybrids mentioned in the above promotional material for advance bookings and the advance booking forms, being GK-224 BG II, YSC H-369 BG II and GK- 238 BG II are not products of the Plaintiff. The Plaintiff is presently not aware of the provenance of these other hybrids but verily believes that these other hybrids possess very different characteristics from those of the Plaintiffs hybrids. Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 The identical inclusion of trademarks i.e.,

30. 'TADAAKHA'® and Plaintiff’s Subject Marks ’SADANAND’fi for the same goods in the same class, outside the Marketing agreement) amounts to statutory infringement of Plaintiff’s rights per se by the Defendant.” the permitted use (outside (Emphasis supplied) (ix) The use, by the respondent, of the asserted marks of the appellant was deceptive and likely to cause market confusion. The marks were being used on goods which were of the same category, sold through the same channels of commerce and targeting the same consumers. The use, by the respondent, of the marks “TADAAKHA”, “SADANAND” and “BASANT” was likely to induce the consumers who were largely illiterate farmers, to purchase the respondent’s seeds believing an association between the respondent and the appellant. (x) The respondent had never been using the marks “SADANAND” “TADAAKHA” or “BASANT”, before coming into contact with the appellant. The appellant was the prior user and adopter of the said marks. The use of the said marks by the respondent, even after it came into contact with the appellant, was only in the context of specified hybrid seeds covered by the Marketing Agreement. There was no reason, therefore, for the respondent to use the marks “SADANAND” “TADAAKHA” and “BASANT” on products not produced by the appellant. (xi) The respondent had also adopted an overall get-up and packaging for its products which was the same as that adopted by Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 the appellant. This, too, indicated mala fides on the part of the respondent, to ride on the goodwill and reputation of the appellant. (xii) The possibility of confusion was exacerbated by the fact that the respondent was the co-marketer of the appellant’s specified hybrids under the asserted marks for several years. Use of the said marks by the respondent for products marketed by it was therefore likely to confuse consumers into believing that they were purchasing hybrids produced by the appellants. (xiii) The use by the respondent of the marks “VEDA TADAAKHA GOLD”, “VEDA SADANAND GOLD” and “VEDA BASANT GOLD”, therefore, amounted to infringement of the appellant’s registered trademarks “SADANAND” and “TADAAKHA” and passing off of the respondent’s products as the products of the appellant. (xiv) The above assertions, beyond para 29, were contained in paras 30 to 43 of the plaint, which read as under: identical trademarks inclusion of “30. The ’TADAAKHA’fi and Plaintiff’s Subject Marks ’SADANAND’fi for the same goods in the same class, outside the Marketing agreement) amounts to statutory infringement of Plaintiff’s rights per se by the Defendant. the permitted use (outside i.e.,

31. The Defendant’s inclusion of the Plaintiff’s Subject Marks is deceptive and is likely to cause significant confusion in the market. The Defendant is using the Plaintiff’s Subject Marks on goods of the same category Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 sold through the same channels of commerce. The potential consumers for the Defendant’s product are farmers who may not be literate and are not likely/able to read every aspect of the packet before purchasing the product. They to purchase seeds based on past are more associations/experiences and therefore such use of the Plaintiff’s Subject Marks, whether with or without a prefix and/or suffix, by the Defendant for its products is likely to result in the consumer associating the products with those of the Plaintiffs. likely the Defendant’s association with

32. Further, undisputedly, the Plaintiff is a prior adopter and user of SADANAND TADAAKHA and BASANT Undisputedly, Plaintiff’s Subject Marks is limited to that of a co-marketer till date and that too only in the context of specified hybrid seeds covered in the Marketing Agreement. The Defendant was not selling any product using ’SADANAND’, "TADAAKHA’, and ’BASANT as part of its branding before becoming a co-marketer of the Plaintiff Thus, the Defendant has no legitimate basis or reason to include Plaintiff’s ’SADANAND’fi, "TADAAKHA’fi, and BASANT on products not produced by the Plaintiff. Subject Marks

33. The mala fide nature of the Defendant’s conduct and the intent to free ride on the goodwill/reputation of the Plaintiff is clear from the fact that the overall, get-up and packaging of the Defendant’s hybrids is the same as the Plaintiff’s products marketed by the Defendant.

34. It is submitted that the Defendant is using the Impugned Marks on hybrids not produced by the Plaintiff in a manner almost similar to the packaging used on the Plaintiff’s products. For example, the essential feature ’SADANAND’, ’TADAAKHA’ and BASANT™ are prominently displayed in the same white and green colour scheme.

35. With respect to the package of the Plaintiff’s product KSCH-232 BG II cotton hybrid and Defendant’s product GK-224 BG II cotton hybrid the image of the cotton ball with leaf next to this name, the red banner on the right-hand side of the front packaging, the partial image of the sun in the background (light yellow colour rays in dark yellow background), and even the back side of the packaging, are all identical-looking. Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025

36. With respect to the package of the Plaintiff’s product KSCH-207 BG II cotton hybrid and Defendant’s product VSCH-369 BG II cotton hybrid, the image of the cotton ball with leaf next to this name, the red banner on the right- hand side of the front packaging, the partial image of light- green colour leaves woven into a basket in the background with a dark-green/yellow wave pattern, and even the back side of the packaging, are all identical-looking

37. With respect to the package of the Plaintiff’s product KSCH-212 BG II cotton hybrid and Defendant’s product GK-238 BG II cotton hybrid, the image of the cotton ball with leaf next to this name, the red banner on the right-hand side of the front packaging, the partial image of a cotton field at the top and the orange sun in the background, and even the back side of the packaging, are all identical- looking. It is evident that the Defendant’s product has 38. identical packaging, colour range, material etc., used for identical range of products. The look of the Defendant’s product, even from a distance, would give an unmistakable impression of the Plaintiff’s product. Such adoption of identical-packaging is completely dishonest, and a malafide attempt to take advantage of the hard-earned market reputation built by the Plaintiff Thus, the Defendant has clearly adopted

39. Impugned Mark in bad faith under the same category and identical range of products with full knowledge of the that Plaintiff’s Subject Marks exist and are well-known, and with a singular purpose of making illicit gains by free riding on the goodwill and reputation of the Plaintiff. Such malafide use by the Defendant is likely to cause confusion or an association amongst the customers or members of the trade as to the origin of the said products and therefore cannot be permitted. It is apparent that the Defendant intends to take unfair benefit and advantage of the goodwill associated with Plaintiff’s Subject Marks to sell its other hybrids.

40. The likelihood of confusion is even higher in the present case because the Defendant has been the co- marketer of Plaintiff’s specified hybrids under the Plaintiff’s Subject Marks for many years. Therefore, when the Plaintiff’s Subject Marks are included in a product that is Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 marketed by the Defendant, consumers are likely to be deceived into believing that they are purchasing hybrids produced by the Plaintiff. This illegal conduct of the Defendant causes serious 41. and irreparable damages to the Plaintiffs reputation since products not associated with the Plaintiff are being sold using the Plaintiff’s Subject Marks. There is an imminent risk of serious and irreparable damage to the public because one is dealing with genetically modified crops. Even though the underlying technology may be the same, each hybrid even if incorporating the same technology will have vastly distinctive features, especially in the context of yield, longevity, and susceptibility to pests et cetera. Thus, the Defendant’s mala fide intent to create an association the Plaintiffs between some other products with established products, can be potentially prejudicial to cultivators and fanners. It is also likely to tarnish the Plaintiffs reputation since the Defendant’s products are not produced by the Plaintiff or quality tested by the Plaintiff Accordingly, the Defendant’s conduct dilutes the Plaintiff’s Subject Marks in as much as it is taking away the distinctive quality associated with the marks and/or is likely to cause harm to the goodwill/reputation associated with these marks. In the interest of full disclosure, the Plaintiff had 42. applied for but had denied trade mark registration for ’BASANTH’ on 29.04.2019 and for BASANT’ on 26.09.2019. However, the Plaintiff subunits that this does not detract from the Plaintiffs common law right to BASANT’TM.

43. Accordingly, a case of infringement and passing off of the registered trademarks being ’SADANAND’ bearing no 2712050, and TADAAKHAfi, bearing no. 2704422 is established. In addition, a case of passing off has been "SADANANDfi, context TADAAKHAfi and BASANTTM.”. (xv) In paras 47 and 48 of the plaint, the appellant further asserted thus: Signature Not Verified “RESERVATION OF RIGHTS QUA OTHER CAUSES OF ACTION Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 The present suit is limited to pursuing the statutory 47. remedy of trademark infringement and common law rights with respect to passing off. The facts narrated may also give rise to other causes of action in favour of the Plaintiff and against the Defendant. The Plaintiff expressly reserves its rights and remedies in this respect and out of abundant caution, seeks leave of this Hon’ble Court to pursue such other causes of action at an appropriate time through an appropriate application.

48. In addition, and without prejudice, the Marketing Agreement anyway expires on 31.12.2022. If the Defendant fails to cure the breach of contract as specified in the terminated notice dated 21.11.2022 within the stipulated period of fifteen (15) days, the Marketing Agreement would stand terminated even earlier. In either event, the Defendant cannot sell Plaintiff’s hybrids thereafter. Any existing packets of the Plaintiff’s hybrid seeds are to be returned to the Plaintiff and the Defendant cannot use the Plaintiff’s trademarks for selling Plaintiff’s hybrids or any other product/hybrid for that matter. The Plaintiff expressly reserves its rights and remedies in the event the Defendant continues selling Plaintiff’s products or uses the Plaintiff’s marks after the Marketing Agreement expires on 31.12.2022 or stands terminated earlier. Out of abundant caution, the Plaintiff seeks leave of this Hon’ble Court to pursue such other causes of action at an appropriate time through an appropriate application. The Plaintiff has not filed any other similar suit or petition with respect to present cause of action before this Hon’ble Court or any other court. The Plaintiff has never condoned or acquiesced in the unlawful acts of the Defendant.” (xvi) Paras 49 and 50 dealt with the cause of action and jurisdiction of this Court to entertain the plaint, and read as under: “CAUSE OF ACTION The cause of action for the present suit arose in 49. October 2022 when the Plaintiff learnt that the Defendant was using the Plaintiff’s Subject Marks to market and offer Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 for sale hybrids not produced by the Plaintiff. The cause of action further arose in October 2022 when the Plaintiff learned that the Defendant was offering for sale such infringing products through very easily accessible online marketplaces such as India Mart etc. JURISDICTION The present suit is a consolidated suit 50. infringement and/or passing off three Plaintiff’s Subject Marks, by the same Defendant, arising out of the same course of transaction. This Hon’ble High Court has jurisdiction to entertain the present suit under Section 134 (2)3 of the Trade Marks Act, 1999 since the Plaintiff’s registered address is within the jurisdiction of this Hon’ble Court, i.e., New Delhi, and the Plaintiff ordinarily carries on business in New Delhi. The two registered marks asserted in the present suit has been registered with the Delhi Trademarks Registry. Further, the seed packets of the impugned goods of the Defendant are available on various e-commerce platforms like India Mart etc., which are available for access within New Delhi, and in any event, are that permits communication and dynamic websites placement of orders. In addition, the relationship between parties to the suit arises out of the Marketing Agreement executed in New Delhi. As such, this Hon’ble High Court of Delhi has territorial jurisdiction to entertain the present suit. The suit the minimum pecuniary jurisdiction of this Hon’ble Court and is also a commercial suit within the meaning of the Commercial Courts Act, 2015.” is valued beyond

3.3 Predicated on these assertions, the appellant, in its plaint, sought a decree of permanent injunction, restraining the respondent and all 3 134. Signature Not Verified Suit for infringement, etc. to be instituted before District Court. – (1) No suit— for the infringement of a registered trade mark; or (a) relating to any right in a registered trade mark; or (b) (c) for passing off arising out of the use by the defendant of any trade mark which is identical with or deceptively similar to the plaintiff’s trade mark, whether registered or unregistered, shall be instituted in any court inferior to a District Court having jurisdiction to try the suit. (2) For the purpose of clauses (a) and (b) of sub-section (1), a “District Court having jurisdiction” shall, notwithstanding anything contained in the Code of Civil Procedure, 1908 (5 of 1908) or any other law for the time being in force, include a District Court within the local limits of whose jurisdiction, at the time of the institution of the suit or other proceeding, the person instituting the suit or proceeding, or, where there are more than one such persons any of them, actually and voluntarily resides or carries on business or personally works for gain. Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 others acting on the respondent’s behalf from using, in any manner, the marks “TADAAKHA”, “SADANAND” and “BASANT”, with or without any prefix or suffix, or any product or service, other than the cotton hybrid seeds which were manufactured by the appellant under the trademarks “TADAAKHA”, “SADANAND” and “BASANT”. IA 20138/2022 under Order II Rule 2 of the CPC and order

4. dated 12 July 2023 passed therein

4.1 The appellant filed, with the plaint, IA 20138/2022 under Order II Rule 2 of the CPC, which we deem appropriate to reproduce in extenso, as it forms one of the main considerations in the passing of the impugned judgment by the learned Single Judge: “The Plaintiff above-named, respectfully submits as follows:

1. The Plaintiff has instituted the captioned suit against the Defendant, inter alia for permanent injunction restraining the infringement and passing off of Plaintiff’s registered trademarks ’SADANAND’ and ’TADAAKHA’ and also passing off of unregistered trademark ’BASANT’™, damages, etc. ("Plaintiffs Subject Marks"). The Plaintiffs Subject Marks are used in relation to seeds of cotton hybrids sold to Indian farmers. The Plaintiff has credible apprehension that the Defendant in breach of the Marketing Agreement is offering for sale and taking advance bookings on certain other products, not envisaged under the said agreement. At the time of the institution of the present proceedings, the 2. Plaintiff is asserting exclusive rights to its registered trademarks "SADANANDfi’ and ’TADAAKHAfi’ and its one unregistered trademark ’BASANT’™. The Plaintiffs reserve their right under Order II of the Code of Civil Procedure, 1908 to amend the plaint and add claims for infringement of other trademarks/marks held and used by the Plaintiff at a later and appropriate stage of the present proceedings. Reliance in placed on paragraphs 4 7-48 of the Plaint. Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 trademark ’BASANT’™. However,

3. As on the date of institution of the present lawsuit, the Plaintiffs have asserted a claim of infringement and passing off of ’SADANANDfi’ and ’TADAAKHAfi’ and passing off its one unregistered trademarks are not the only trademarks which is apprehended to be infringed/passed off by the Defendant. While infringement and/or pas sing off any such other trademark amounts to a different cause of action, out of abundant caution, through this application, the Plaintiff seeks leave of this Hon’ble Court to bring appropriate proceedings against the Defendant qua such other additional trademarks/marks, which may also have been infringed/passed off by the Defendant.

4. Similarly, the conduct of the Defendant as pleaded in the Plaint may also give rise to a separate cause of action of breach of contract. On the date of the suit, a terminate notice dated 25.11.2022 has been issued and is presently within the 15-day cure period. Out of abundant caution, through this application, the Plaintiffs seeks leave of this Hon’ble Court to bring appropriate proceedings against the Defendant qua such other cause of action.

5. Finally, the Marketing Agreement anyway expires on 31.12.2022. Further, if the Defendant fails to cure the breach of contract as specified in the terminated notice dated 25.11.2022 within the stipulated period of fifteen (15) days, the Marketing Agreement would stand terminated even earlier. In either event, the Defendant cannot sell Plaintiffs hybrids thereafter. Any existing packets of the Plaintiffs Hybrids are to be returned to the Plaintiff. Nor can the Defendant use the Plaintiffs trademark for selling Plaintiff’s hybrids or any other product/hybrid for that matter. The Plaintiff expressly reserves its rights and remedies in the event the Defendant continues selling Plaintiffs products or uses the Plaintiffs marks after the Marketing Agreement expires on 31.12.2022 or stands terminated earlier. Out of abundant caution, seeks leave of this Hon’ble Court to pursue such other causes of action at an appropriate time through an appropriate application. The application is filed bona fide, and it would be in the 6. interests of justice if it is allowed by this Hon’ble Court. No prejudice shall be caused to the Defendant if the present application is allowed. However, grave injustice will be caused to the Plaintiff if the said application is disallowed and it is prevented from amending, adding claims in the present proceedings in the manner as specified above. PRAYER Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 In light of above, the Plaintiff humbly prays that this

7. Hon’ble Court may be pleased to: i. Grant leave to the Plaintiff to take appropriate proceedings in respect of a claim for infringement/passing off of additional trademarks/marks by the Defendant; Grant leave to the Plaintiff to take appropriate ii. proceedings in respect of a claim for breach of contract; iii. Grant leave to the Plaintiff to take appropriate proceedings in respect of a claim for infringement/passing off after 31.12.2022 or the earlier termination of the Marketing Agreement dated 01.01.2022; and Any other orders which this Hon’ble Court may iv. deem fit and proper in the facts and circumstances.”

4.2 The aforesaid IA 20138/2022 was disposed of, by a learned Single Judge of this Court, by the following order passed on 12 July 2023: “I.A.20138/2022 (u/O II Rule 2 CPC) in CS (COMM) 828/2022

3. This is an application under Order II Rule 2 CPC moved by the Plaintiff to seek further reliefs in respect of additional trademarks. The prayers in this application are as under: “(i) Grant leave to the Plaintiff to take appropriate proceedings in respect of a claim for infringement/passing off of additional trademarks/marks by the Defendant; (ii) Grant leave to the Plaintiff to take appropriate proceedings in respect of a claim for breach of contract; (iii) Grant leave to the Plaintiff to take appropriate proceedings in respect of a claim for infringement/passing off after 31.12.2022 or the earlier termination of the Marketing Agreement dated 01.01.2022;”

4. Insofar as the prayer (i) is concerned, if there is any infringement or passing off of other trademarks, the same would constitute a fresh cause of action and the Plaintiff would have to take steps for independent proceedings respect thereof. Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 Insofar as the prayer (ii) for breach of contract is concerned, 5. leave is granted to the Plaintiff for seeking relief qua the breach of contract, if maintainable, in accordance with law. Insofar as the prayer (iii) is concerned, the same is not

6. pressed by Id. Counsel for the Plaintiff.

7. The application is disposed of in the above terms.”

5. The respondent moved IA 2200/2023 under Order VII Rule 10 of the CPC, alleging that this Court had no territorial jurisdiction to entertain the suit and, therefore, praying that the plaint be returned for presentation before the court having territorial jurisdiction. This is the application which has been allowed by the impugned judgment dated 16 April 2025 passed by the learned Single Judge, against which the present appeal has been filed.

6. Rival submissions before the learned Single Judge

6.1 The respondent, as the applicant in IA 2200/2023, contesting the jurisdiction of this Court to territorially entertain the suit, advanced the following submissions before the learned Single Judge: (i) The pleadings in the plaint did not evince satisfaction of the twin conditions of existence of a cause of action, or of the place of business of the appellant being within the territorial jurisdiction of this Court, as envisaged in Section 204 of the CPC 4 20. limitations aforesaid, every suit shall be instituted in a Court within the local limits of whose jurisdiction— Other suits to be instituted where defendants reside or cause of action arises.—Subject to the the defendant, or each of the defendants where there are more than one, at the time of the (a) 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 Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 and Section 134(2)5 of the Trade Marks Act. Reliance was placed, in this context, on the judgment of the Supreme Court in Indian Performing Rights Society v. Sanjay Dalia6 7 and of the Division Bench of this Court in Ultra Home Construction v. Purushottam Kumar Chaubey8. (ii) The appellant had subordinate/branch offices in Andhra Pradesh and Telangana and its head office at New Delhi. (iii) Under the Marketing Agreement, the respondent was authorised to market and distribute the appellant’s products only in Madhya Pradesh, Gujarat, Maharashtra, Andhra Pradesh, Telangana, Karnataka and Tamil Nadu. As such, there was no way in which the respondent could have targeted consumers in Delhi. Nor did the plaint plead any dynamic effect of the alleged 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 work for gain, as aforesaid, acquiesce in such institution; (c) the cause of action, wholly or in part, arises. ***** Explanation.— or, in respect of any cause of action arising at any place where it has also a subordinate office, at such place. 5 134. A corporation shall be deemed to carry on business at its sole or principal office in India Suit for infringement, etc. to be instituted before District Court.— (1) No suit— for the infringement of a registered trade mark; or (a) relating to any right in a registered trade mark; or (b) (c) for passing off arising out of the use by the defendant of any trade mark which is identical with or deceptively similar to the plaintiff’s trade mark, whether registered or unregistered, shall be instituted in any court inferior to a District Court having jurisdiction to try the suit. (2) For the purpose of clauses (a) and (b) of sub-section (1), a “District Court having jurisdiction” shall, notwithstanding anything contained in the Code of Civil Procedure, 1908 (5 of 1908) or any other law for the time being in force, include a District Court within the local limits of whose jurisdiction, at the time of the institution of the suit or other proceeding, the person instituting the suit or proceeding, or, where there are more than one such persons any of them, actually and voluntarily resides or carries on business or personally works for gain. Explanation.— and the registered user. For the purposes of sub-section (2), “person” includes the registered proprietor 6 (2015) 10 SCC 161 7 “IPRS” hereinafter 8 227 (2016) DLT 320 (DB) Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 infringement on the part of the respondent, having been felt in Delhi. (iv) The respondent did not have any license, under the Seeds (Control) Order, 1983, to sell the seeds in Delhi. As such, the respondent’s products were not, and could not be, sold in Delhi. (v) Apropos the appellant’s contention that the respondent’s products were available on the IndiaMart e-commerce platform, the respondent was not registered with IndiaMart and had not put up its products for sale on the said platform. Nor was it the appellant’s case that there was any actual sale of purchase of the respondent’s products on IndiaMart. The mere fact that the respondent’s products may have been available for sale on the IndiaMart e-commerce platform could not, circumstances, clothe this Court with jurisdiction to entertain the suit. Reliance was placed, in this context, on the judgment of the Division Bench of this Court in Banyan Tree Holding v. A Murali Krishna Reddy9. (vi) The suit had been filed before expiry of the Marketing Agreement. As such, the suit was a simpliciter suit for infringement and passing off and was not for enforcing any rights under the Marketing Agreement. The Marketing Agreement, and its execution, therefore, did not constitute any part of the cause of action for instituting the suit. Signature Not Verified 9 2010 (42) PTC 361 (Del) Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025

6.2 In response to the respondent’s challenge to the territorial jurisdiction of this Court to entertain the suit, the appellant contended thus: (i) The appellant’s principal place of business was Delhi. It ordinarily carried on business in Delhi. (ii) The asserted marks were registered in Delhi. (iii) Once the registered office of the appellant was in Delhi, the infringement suit instituted by it was maintainable before this Court. Reliance was placed, for this purpose, on the judgments of the Division Benches of this Court in Provident Housing v. Central Park Estates10, and CP Century Hardware v. Skywood Interior Solutions11. (iv) The appellant had its principal office as well as subordinate offices. Jurisdiction could not be limited to the Court within whose jurisdiction the subordinate office was located, even in terms of Section 20 of the CPC. (v) The pleaded cause of action in the plaint arose within the jurisdiction of this Court. (vi) The Marketing Agreement, which was a critical part of the cause of action for the plaint, was executed at Delhi. The Signature Not Verified 10 AIR 2022 Del 242 11 2024 (99) PTC 67 Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 plea of infringement was also based on violation of the Marketing Agreement. (vii) The respondent had placed orders for hybrid seeds on the appellant, which were invoiced in Delhi. Where an infringement suit was filed during the currency of the permitted user agreement, use of the marks by the defendant in breach of such agreement amounted to infringement. (viii) The respondent’s seeds were available on e-commerce platforms such as IndiaMart, which were accessible within the territorial jurisdiction of this Court. The mere listing of the respondent’s products on the IndiaMart platform was by itself sufficient to clothe this Court with territorial jurisdiction in the matter. Reliance was placed, for this purpose, on the judgments of this Court in Marico Limited v. Mukesh Kumar12 and Shakthi Fashion v. Burberry Limited13. (ix) In violation of the Marketing Agreement, the respondent was infringing the appellant’s proprietorial rights as it was collecting advance amounts. Evidence of such collections was available in the form of advance bookings forms and WhatsApp screenshots filed with the plaint. This infringement was taking place in multiple jurisdictions, including the jurisdiction of this Court. Signature Not Verified 12 2018 (76) PTC 168 13 291 (2022) DLT 128 Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 The Impugned Judgment Re. registration of asserted trade marks within jurisdiction of

7. this Court The learned Single Judge has, in the impugned order, identified three issues as arising for consideration but has, before doing so, rejected the contention of the appellant that this Court has territorial jurisdiction in the matter, as the asserted trade marks were registered in Delhi. In rejecting this contention, the learned Single Judge has placed reliance on the judgment of the Supreme Court in Dhodha House v. S K Maingi14. The findings of the learned Single Judge on this aspect are contained in paras 17 and 18 of the impugned judgment, which read thus: “17. Before I proceed to address these issues, I may deal with the contention of the plaintiff that the jurisdiction of this Court is premised on the fact that the trademark registration in respect of the subject marks were obtained by the plaintiff in Delhi. This contention is completely contrary to the observations of the Supreme Court in Dhodha House v. S.K. Maingi.

18. In Dhodha House (Supra), the Supreme Court has categorically held that cause of action arises only when a registered trademark is in use and not when the application is filed for registration of a trademark. Therefore, the plaintiff cannot claim jurisdiction on the basis that its marks were registered in Delhi.” Issues identified by learned Single Judge as arising for

8. consideration Having rejected the aforesaid reliance, placed by the appellant on the fact that the asserted trademarks SADANAND and TADAAKHA had Signature Not Verified 14 (2006) 9 SCC 41 Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 been registered in Delhi, the learned Single Judge has proceeded, in Para 19 of the impugned judgment, to identify the following issues as arising for consideration: “i. Whether the cause of action of filing the present suit is also based on the Marketing Agreement between the parties? ii. Whether there is any cause of action in the present suit, including the listing of the infringing products on India Mart, for filing the present suit in this Court? iii. If there is no cause of action arising in the present case within territorial jurisdiction of this Court, can jurisdiction be made out on the basis of plaintiff having its head office in Delhi, even though it has a subordinate office at the place where cause of action has arisen?”

9. Findings of learned Single Judge

9.1 The learned Single Judge has, thereafter, proceeded to returned his findings on each of these issues, thus: (i) suit was also based on the Marketing Agreement? Re. Issue 1 – whether the cause of action for filing the (a) Para 49 of the plaint, which dealt with cause of action, made no reference whatsoever to the Marketing Agreement even though, in para 50 of the plaint, it was stated that the relationship between the parties to the plaint also arose out of the Marketing Agreement. (b) Para 47 of the plaint acknowledged that the suit was limited to infringement and passing off. In fact, the Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 appellant had sought leave of the Court to pursue other causes of action at the appropriate time via an appropriate application. (c) In para 48 of the plaint, the appellant reserved his rights to take appropriate action in case the respondent continued to sell the appellant’s products or use the appellant’s product market after the expiry of the Marketing Agreement on 31 December 2022, or if the Marketing Agreement was terminated earlier. (d) In furtherance of the aforesaid assertions in the plaint, the appellant had filed IA 20138/2022 under Order II Rule 2 of the CPC. In the said application, the appellant had specifically stated that the conduct of the respondent would give rise to a separate cause of action and, therefore, sought leave to bring proceedings against the respondent qua such other cause of action. (e) The said IA 20138/2022 was disposed of, by this Court, granting leave to the appellant to take appropriate proceedings in respect of the claim for breach of contract. (f) Thus, it was clear that the suit was not premised on any cause of action which was based on the Marketing Agreement or any breach thereof. Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 (ii) Re. Issue 2 – whether there was any cause of action in the suit which included listing of the infringement products on IndiaMart? (a) There was no averment, in the plaint, that the respondent was selling its products in Delhi. No document evincing any sale of the respondent’s product in Delhi had been filed with the plaint. (b) The only averment was that the respondent’s products were available on e-commerce platforms like IndiaMart, which were accessible in Delhi. However, no details were given of sales of the respondent’s products on any e-commerce platform other than IndiaMart. The only other e-commerce platform sale of the respondent was in the form of a third party listing of the respondent’s product on the platform Kalgudi. (c) The dealer info sheets and order forms of the respondent indicated that the respondent was carrying out its business only in Telangana, Andhra Pradesh and Karnataka and not in Delhi. (d) The IndiaMart listing was not made by the respondent or at its instance, but by one Shiva Agro Agency in Karnataka. There was no allegation, in the plaint, that Shiva Agro Agency was delivering its products in Delhi. Nor did the listing of the respondent’s Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 products on IndiaMart by Shiva Agro Agency offer that the respondent’s products could be delivered at Delhi. (e) The listing on the Kalgudi platform was also by one Bhavani Seeds Centre in Andhra Pradesh. The plaint did not assert that Bhavani Seeds Centre was selling goods in Delhi. (f) In these circumstances, there was no case for invoking the territorial jurisdiction of this Court, within the law laid down by the Division Bench of this Court in Banyan Tree Holdings. The learned Single Judge culled out the following tests as emerging from the decision in Banyan Tree Holdings: “i. Mere accessibility of the defendant’s website in Delhi would not enable this Court to exercise jurisdiction. A passive website, not specifically targeting ii. audience in the forum state would not vest the Court with jurisdiction. The jurisdiction would not get attracted iii. merely on the basis of interactivity of the website which is accessible in the forum state. It would have to be shown that the website is specifically targeting viewers for commercial forum state transactions. For the purposes of passing off or an iv. infringement action, the plaintiff would have to show that the defendant had an intention to conclude a commercial transaction with the user of the website. v. The plaintiff must necessarily plead and Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 show prima facie that the specific targeting of the forum state by the defendant resulted in injury or harm to the plaintiff within the forum state.” There were no averments the plaint evincing satisfaction of the afore-noted criteria emerging from the decision in Banyan Tree Holdings. It was not the case of the appellant that the respondent has its own website over which it was selling its products. The listings on IndiaMart and Kalgudi were by third parties and the respondent could not be held responsible in that regard. (g) There was no pleading or document which indicated any communication having been made with the respondent or placing of any orders, from Delhi, for the respondent’s products. (h) There was no pleading, in the plaint, of the respondent having purposefully engaged in commercial activity in Delhi by targeting customers within the jurisdiction of this Court, or having any intention to do so. (i) There was no pleading, in the plaint, of the appellant having the dynamic effect of respondent’s sales at Delhi. Signature Not Verified (j) The decision in Marico was distinguishable. Para 66 of the judgment in that case clearly noted that the Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 goods of the defendant were sold in stores located within the jurisdiction of this Court. Besides, the order was a prima facie order in Order XXXIX proceedings. (k) The judgment in Shakthi Fashion was also distinguishable, as the IndiaMart listing in that case had the same address as the defendant. (l) The decisions in Marico and Shakthi Fashion could not be read as permitting jurisdiction to be invoked solely on the basis of listing of the defendant’s products on e-commerce platforms. (iii) Re: Issue 3 – if no part of the cause of action arose within the jurisdiction of this Court, whether jurisdiction could be exercised because the appellant has its head office in Delhi, even though the cause of action has arisen within the jurisdiction of the High Court where the subordinate office of the appellant is located? (a) The issue stood covered by para 14 of the judgment of the Division Bench of this Court in Ultra Home Construction which, in turn, relied on and interpreted IPRS, and read thus: “14. It is evident from the above observations that the interpretation given to the expression "carries on business" in the context of a defendant under section 20 of the Code has also been employed in the context of a plaintiff under the said sections 134(2) and 62(2). Thus, in addition to the places where suits could be filed under section 20 of the Code, the plaintiff can also institute a suit under the Trade Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 Marks Act, 1999 and the Copyright Act, 1957, as the case may be, by taking advantage of the provisions of section 134(2) or section 62(2), respectively. Both the latter provisions are in pari materia. Under these provisions four situations can be contemplated in the context of the plaintiff being a corporation (which includes a company). First of all, is the case where the plaintiff has a sole office. In such a case, even if the cause of action has arisen at a different place, the plaintiff can institute a suit at the place of the sole office. Next is the case where the plaintiff has a principal office at one place and a subordinate or branch office at another place and the cause of action has arisen at the place of the principal office. In such a case, the plaintiff may sue at the place of the principal office but cannot sue at the place of the subordinate office. The third case is where the plaintiff has a principal office at one place and the cause of action has arisen at the place where its subordinate office is located. In this eventuality, the plaintiff would be deemed to carry on business at the place of his subordinate office and not at the place of the principal office. Thus, the plaintiff could sue at the place of the subordinate office and cannot sue (under the scheme of the provisions of section 134(2) and 62(2)) at the place of the principal office. The fourth case is where the cause of action neither arises at the place of the principal office nor at the place of the subordinate office but at some other place. In this case, the plaintiff would be deemed to carry on business at the place of its principal office and not at the place of the subordinate office. And, consequently, it could institute a suit at the place of its principal office but not at the place of its subordinate office. All these four cases are set out in the table below for greater clarity: S. No. 1 2 3 4 Place of Plaintiff’s Principal Office (Sole office S.No.1) A A A A Place Plaintiff’s Subordinate Branch Office Place action Place where plaintiff additionally Section 134(2) and section 62 (2) -- B B B C A B C A A B A Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 Inn), albeit (Amrapali Clarks The present case falls under S. No. 3 in the 15. above table. The appellant/plaintiff has its principal office in Delhi (place A). Its subordinate office is at Deogarh, Jharkhand (place B) where it runs one of its hotels collaboration with Clarks Inn hotels. The alleged cause of action has accrued at Deogarh, Jharkhand (place B). Therefore, the appellant/plaintiff could, in respect of the alleged cause of action in this suit, institute a suit against the defendants at Deogarh, Jharkhand (place B) but not in Delhi. Thus, the conclusion arrived at by the learned single judge that this court did not have the territorial jurisdiction to entertain the suit cannot be faulted.” (Emphasis supplied) The facts of the present case squarely attracted the third category of cases envisaged in para 14 of Ultra Home Construction, in which, though the appellant had its principal office in New Delhi, no part of the cause of action had arisen within the jurisdiction of this Court and the entire cause of action had arisen outside it. In such a case, it was not open to the appellant to invoke the jurisdiction of this Court to institute the suit, in view of para 14 of Ultra Home Construction. (b) Another Division Bench of this Court had, in Radico Khaitan v. Nakshatra Distilleries & Breweries15, followed Ultra Home Construction. (c) The conclusion of the learned Single Judge on this issue, as contained in para 70 of the impugned judgment, Signature Not Verified 15 2023 (94) PTC 402 Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 reads thus: “70. In the present case, even though the head office of the plaintiff is located in Delhi, no part of the cause of action has arisen in Delhi. The cause of action appears to have arisen at place(s) where the plaintiff has its subordinate office(s). Hence, applying the principles of Sanjay Dalia (Supra) and Ultra Home (Supra) in the present case, the plaintiff cannot maintain this suit in Delhi.” (Emphasis supplied)

10. Aggrieved by the aforesaid judgment, the appellant has instituted the present appeal.

11. We have heard Mr. Saurav Agarwal, learned Counsel for the appellant and Mr. Rajshekhar Rao, learned Senior Counsel for the respondent, at length. Learned Counsel have also submitted their written submissions. Rival Contentions of learned Counsel before this Court

12. Submissions of Mr. Saurav Agarwal for the appellant Mr. Saurav Agarwal, appearing for the appellant, advanced the following contentions: (i) Section 134 of the Trade Marks Act independently entitles the appellant to institute the suit at the place of its principal place of business, which was New Delhi. Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 (ii) The Marketing Agreement was also executed in Delhi. (iii) The learned Single Judge had read paras of the plaint in isolation, without engaging in a holistic reading of the plaint or appreciating the reliance, in the plaint, on the Marketing Agreement as part of the bundle of facts on the basis of which the appellant was alleging infringement and passing off. (iv) The fact that the listings on the IndiaMart and Kalgudi platforms were put up by third parties was irrelevant to the aspect of territorial jurisdiction. Even the possibility of concluding a commercial transaction, for purchasing the allegedly infringing goods across the platform, was sufficient to confer jurisdiction on this Court, as held by the Division Bench of this Court in World Wide Wrestling Entertainment v. Reshma Collection16. (v) Moreover, it had been specifically pleaded in the plaint that the infringing products of the respondent were available on e-commerce platforms accessible within the jurisdiction of this Court and that these platforms were dynamic websites which permitted communication and placement of orders. These factors have consistently been held to be sufficient to clothe this Court with jurisdiction, as held in Shakthi Fashion and Marico. Signature Not Verified 16 2014 (60) PTC 452 (DB) Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 (vi) The learned Single Judge had erred in ignoring the fact that the infringing products of the respondent were available for purchase on the IndiaMart platform. The identity of the person who may have directed listing of the products on the platform was irrelevant. What mattered, especially for the purposes of Order VII Rule 10, was that the products were available for purchase, in Delhi, across the said platform. In fact, across the Kalgudi platform, product could be purchased pan-India. (vii) The enunciation of the law, in para 14 of Ultra Home Construction, to the extent that if the Plaintiff had a registered office and a subordinate office, and the cause of action had arisen entirely within the jurisdiction of the Court within which the subordinate office was situated, the Plaintiff could not sue in the Court which had jurisdiction over the principal office, was incorrect. Alternatively, this proposition would be in conflict with the law laid down by a coordinate Division Bench in Provident Housing, which specifically allows the Plaintiff to sue in Delhi, solely because the registered office of the Plaintiff was situated in Delhi. (viii) In fact, the judgment of the Supreme Court in IPRS required the plaintiff to sue in that Court which had jurisdiction over his principal place of business. That right could not, therefore, be divested. (ix) Paras 56, 57 and 70 of the impugned judgment Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 considered material outside the plaint, which was impermissible while adjudicating an application under Order VII Rule 10 of the CPC. Among other assertions in the written statement, which had been relied upon by the learned Single Judge, was the allegation that the appellant had subordinate offices in Andhra Pradesh and Telangana, which were not disclosed in the plaint. (x) Moreover, the impugned judgment also rejected, as incorrect, certain assertions in the plaint, on the basis of what was stated in the written statement of the respondent. This was impermissible while adjudicating an application under Order VII Rule 10 of the CPC. (xi) The ratio of para 14 of Ultra Home Constructions was invoked following a finding that the cause of action “appeared” to have arisen “at places where the appellant had its subordinate office(s).” The impugned judgment did not identify the location of the place where such subordinate office was situated. (xii) In the plaint, the only such subordinate office of the respondent, which had been identified, was at Medchal, Telangana. The plaint did not, however, identify any part of the cause of action as having arisen at the said office. Nor was there any finding in the impugned judgment to the effect that all or any part of the cause of action arose within the jurisdiction of the Medchal office of the respondent. Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 (xiii) At the highest, therefore, the issue of whether any part of the cause of action had arisen at any subordinate office of the respondent was a matter for trial, which could not constitute the basis to return the plaint under Order VII Rule 10 of the CPC. (xiv) The learned Single Judge had erred in relying, in an isolated fashion, on the paras of the plaint which dealt with cause of action and jurisdiction. The absence of any reference to the Marketing Agreement in para 50 of the plaint did not, ipso facto, imply that this Court has no jurisdiction to adjudicate on the lis. (xv) Attention was invited to the various assertions and averments in the plaint which were dependent on the Marketing Agreement executed between the appellant and respondent. In view of the said assertions, the learned Single Judge was clearly in error in holding that the suit was not premised on any cause of action based on the Marketing Agreement or the breach thereof. (xvi) Reservation of rights to sue separately for breach of the Marketing Agreement did not in any manner indicate that the execution of the Marketing Agreement was not part of the cause of action for the claim in the present suit. Breach of the Marketing Agreement was one of the specific grounds urged by the appellant to plead its case of infringement and passing off. Use of the appellants’ asserted trade marks in terms of the Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 Marketing Agreement constituted permitted use within the meaning of Section 2(r)17 of the Trade Marks Act. To succeed in a claim for infringement of passing off, therefore, it was necessary for the appellant to allege and establish that the respondent’s use of the infringing trade marks was in breach of the covenants of the Marketing Agreement. This was especially so as the suit had been instituted during the currency of the Marketing Agreement. In fact, the Marketing Agreement was a common factor for the plea of infringement/passing off as well as for any other claim for breach of contract which the appellant might choose to pursue. The reliance, by the learned Single Judge, on the application filed by the appellant under Order II Rule 2 of the CPC, and the grant of leave to the appellant in terms of the prayers in the said application, by this Court was, therefore, misplaced. (xvii) Inasmuch as the Marketing Agreement had been executed in Delhi, part of the cause of action arose within the territorial jurisdiction of this Court.

13. Submissions of Mr. Raj Shekhar Rao for the respondent Responding to the submissions of Mr. Agarwal, Mr. Rajshekhar Rao, 17 (r) “permitted use”, in relation to a registered trade mark, means the use of trade mark— ***** (ii) services— by a person other than the registered proprietor and registered user in relation to goods or (c) by consent of such registered proprietor in a written agreement; ***** Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 appearing for the respondent, advanced the following contentions: (i) What was required to be ascertained was whether any part of the cause of action, which formed the basis for instituting the suit, arose within the territorial jurisdiction of this Court. (ii) If no cause of action arose at the registered office of the plaintiff, the right to institute the suit before the Court having jurisdiction over such registered office, otherwise available under Section 134(2) of the Trade Marks Act was taken away, as held by the Supreme Court in IPRS. (iii) The law declared in IPRS was further clarified by the Division Bench of this Court in Ultra Home Construction which held that, if no part of the cause of action arose within the principal or registered office of the plaintiff, and the entire cause of action arose within the jurisdiction of the subordinate office of the plaintiff, the suit would necessarily have to be instituted before the Court having jurisdiction over such subordinate office. (iv) A bare perusal of the plaint, read with the documents filed therewith, demonstrated that no part of the cause of action in the present case has arisen within the jurisdiction of this Court. Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 (v) On the contrary, the documents filed by the appellant established that it has a subordinate office in Telangana, where the Marketing Agreement was performed. The cause of action, therefore, arose within the jurisdiction of the branch office of the appellant at Telangana. (vi) The fact that the appellant had a branch office at Medchal, Telangana, was clear from the invoices filed by the appellant with its plaint. (vii) As the invoices filed by the appellant with the plaint reflected the subordinate office of the appellant as being at Medchal, Telangana, Mr. Agarwal was not correct in his contention that the learned Single Judge had relied on averments outside the plaint in paras 56, 57 and 70 of the impugned judgment. (viii) The learned Single Judge was also justified in holding that the Marketing Agreement did not constitute any part of the cause of action for instituting the plaint. Though the Marketing Agreement was mentioned as a basis for the transactional relationship of the parties, the plaint did not advert to the Marketing Agreement as the basis for the cause of action on which it was founded. (ix) Rather, breach of the Marketing Agreement constituted a separate cause of action, for which the appellant had expressly Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 reserved its rights. (x) The actual claim of infringement and passing off was not based on the breach of the Marketing Agreement. The learned Single Judge was correct in his finding, therefore, that the suit was not premised on any cause of action based on the Marketing Agreement or the breach thereof. (xi) The appellant had failed to show how the alleged breach of the Marketing Agreement had necessarily to be proved by the appellant in order to support its right to an injunction on the ground of infringement and passing off. (xii) In fact, the Marketing Agreement specifically recorded that the appellant had a license to sell the seeds only in the States of Madhya Pradesh, Gujarat, Maharashtra, Andhra Pradesh, Telangana, Karnataka and Tamil Nadu, which did not include Delhi. (xiii) The appellant had also failed to establish any proof of sales of its products or of the allegedly infringing products in Delhi. (xiv) In so far as the listing of the allegedly infringing products of the respondent on the IndiaMart and Kalgudi e-commerce platform was concerned, while the appellant had referred to the possibility of concluding the sale transaction over the said Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 platforms, the appellant had failed to demonstrate even a solitary sale concluded thereby, either by itself or through a third party. (xv) The documents filed by the appellant, too, did not disclose any dynamic effect of the listing of the respondent’s products on IndiaMart and Kalgudi or interactivity in Delhi. Moreover, the listing of the respondent’s products on the IndiaMart and Kalgudi platforms did not belong to the respondent but had been put up by a third party. (xvi) The listing did not show any option for placing an order for delivery of the goods at Delhi. (xvii) In these circumstances, the reliance by the appellant on the listing of the allegedly infringing products of the respondent on the IndiaMart and Kalgudi websites was contrary to the law laid down by the Division Bench of this Court in Banyan Tree Holding. (xviii) The appellant did not produce even a single document before the learned Single Judge evidencing specific targeting, by the respondent of the market in Delhi. (xix) The averments in the plaint even when read on a demurer did not satisfy the criterion of purposeful availment of the jurisdiction of this Court or, of the dynamic effect of the sales of Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 the respondent’s products being felt within such jurisdiction. (xx) The fact that no such dynamic effect could be felt was also clear from the fact that in accordance with the licences held by it, the respondent could not have sold its products in Delhi. (xxi) The decision in World Wrestling Entertainment was against the appellant as in the said decision, this Court had ruled that mere accessibility of a website and broadcasting in a specific place was insufficient to vest jurisdiction. Analysis

14. Issue

14.1 The only issue for consideration is whether the learned Single Judge was correct in holding that this Court does not have territorial jurisdiction to entertain the suit and, thereby, in allowing the respondent’s application under Order VII Rule 10 of the CPC.

14.2 It is elementary that if the suit would lie within the jurisdiction of this Court on any one ground, the suit would be maintainable before this Court.

15. The impugned judgment in a nutshell

15.1 The learned Single Judge has held the suit not to be Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 maintainable before this Court on the following four grounds: (i) The registration of the trade marks asserted by the appellant in Delhi could not clothe this Court with jurisdiction, in view of the law declared by the Supreme Court in Dhodha House. (ii) The Marketing Agreement did not form any part of the cause of action for filing the suit. As such, the fact that the Marketing Agreement had been executed in New Delhi could not clothe this Court with jurisdiction to entertain the suit. (iii) The listing of the infringing products of the respondent on the Indiamart and Kalgudi e-commerce platforms did not clothe this Court with jurisdiction to entertain the suit. (iv) As no part of the cause of action had arisen within the jurisdiction of this Court, and the entire cause of action appears to have arisen within the jurisdiction of Courts within whose jurisdiction the appellant’s subordinate office was situated, the suit could not be instituted before this Court, in view of the law declared in Ultra Home Construction.

15.2 Apart from the question of whether the learned Single Judge was correct in his findings on the above issues, we are also required to address the objection, of Mr. Agarwal, that the learned Single Judge relied on material outside the plaint, which was impermissible under Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 Order VII Rule 10 of the CPC.

16. We proceed to address these issues seriatim.

17. Whether the impugned judgment is correct in holding that the registration of the asserted trade marks of the appellant in Delhi would not confer jurisdiction on this Court

17.1 The learned Single Judge has ruled against the appellant, on this issue, relying on the judgment of the Supreme Court in Dhodha House.

17.2 We are unable to sustain this finding.

17.3 The Supreme Court, in Dhodha House, decided two appeals, i.e., Civil Appeal No.6248/1997 (Dhodha House v. S.K. Maingi) and Civil Appeal No.16/1999 (Patel Field Marshal Industries and Ors. v. P.M. Diesel Ltd.). Of these, the decision in Civil Appeal No.6248/1997 is not of relevance for our purpose.

17.4 In paras 17 and 18 of the impugned judgment, the learned Single Judge has placed reliance on the exposition of law, in Dhodha House, to the effect that the cause of action, to institute an infringement suit, arises only where when a registered trademark is used and not “when the application is filed for registration of a trademark.” In thus paraphrasing the ratio decidendi of Dhodha House, the learned Single Judge is correct. Signature Not Verified Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025

17.5 Where the learned Single Judge has erred, in our opinion, is in his failing to note that the appellant was not invoking the jurisdiction of this Court because its application for registration of the asserted marks, was filed within the jurisdiction of this Court, but because the asserted marks were registered within such jurisdiction.

17.6 Dhodha House holds, unexceptionably, that a mere filing of an application for registration does not give rise to a cause of action for infringement. The registration of a trademark, on the other hand, unquestionably does. This is apparent from Section 28(1)18 of the Trade Marks Act which confers, on the proprietor of a validly registered trademark, both the right to exclusively use the said trademark as well as for remedies against infringement of the mark. Infringement, throughout Section 29 of the Trade Marks Act, presupposes registration of the infringed trade mark, as each sub- section of Section 29 commences with the words “A registered trade mark is infringed …”

17.7 There can, therefore, be no infringement of an unregistered trade mark. The very first criterion to be satisfied for a case of infringement to sustain is that the infringed mark is registered. The expression “cause of action” is defined, classically, as the bundle of facts which the plaintiff would have to prove to succeed in the action.19 Alternatively, it is defined as “every fact which, if traversed, 18 28. Rights conferred by registration. – (1) Subject to the other provisions of this Act, the registration of a trade mark shall, if valid, give to the registered proprietor of the trade mark the exclusive right to the use of the trade mark in relation to the goods or services in respect of which the trade mark is registered and to obtain relief in respect of infringement of the trade mark in the manner provided by this Act. Signature Not Verified 19 Refer Gurdit Singh v. Munsha Singh, (1977) 1 SCC 791, A.V.M. Sales Corporation v. Anuradha Digitally Signed By:AJIT KUMAR Signing Date:03.12.2025 14:54:38 FAO(OS) (COMM) 66/2025 it would be necessary for the plaintiff to prove in order to support his right to a judgement of the court”.20 Kusum Ingots & Alloys Ltd v. Union of India21 comprehensively defined the expression “cause of action”, thus: “6. Cause of action implies a right to sue. The material facts which are imperative for the suitor to allege and prove constitute the cause of action. Cause of action is not defined in any statute. It has, however, been judicially interpreted inter alia to mean that every fact which would be necessary for the plaintiff to prove, if traversed, in order to support his right to the judgment of the Court. Negatively put, it would mean that everything which, if not proved, gives the defendant an immediate right to judgment, would be part of cause of action. Its importance is beyond any doubt. For every action, there has to be a cause of action, if not, the plaint or the writ petition, as the case may be, shall be rejected summarily.” Viewed thus, it is obvious that the registration of the asserted mark is an indispensable part of the right to sue for infringement, and to succeed in the suit. If the defendant traverses the assertion of the plaintiff that the mark is registered, the plaintiff would have to prove the fact. The registration of the asserted mark is, therefore, in a way the sine qua non for maintaining an infringement action.

17.8 Among the remedies available against infringement, of a registered trademark is, moreover, the remedy of injunction, as per Section 135(1)22 of the Trade Marks Act. The mere registration of a trademark, therefore, confers, on the proprietor of the registered