DQS CERTIFICATION INDIA PVT.LTD v. Signature Not Verified

In the year 2007, the plaintiff initiated a professional relationship with the predecessor of defendant No.1 through licensing agreements, which were later reassigned to defendant No.1 in May 2020. On 12.10.2020, a new License Agreement was executed between the parties to conduct appraisals of companies that desire to receive a CMMI certification. Defendant No.1 and plaintiff continued to operate under the License Agreement from

20.10.2020 to August 2021. The dispute arose when on 30.08.2021, citing the deficiency in services, defendant No.1 sent a termination notice to the plaintiff. After receiving the termination notice, the plaintiff via an email dated 14.09.2021 invoked Clause 12.2 of the License Agreement to initiate the Arbitration. Thereafter, on 15.09.2021, defendant No.1 replied to said email and apprised the plaintiff that they did not intend to opt for Arbitration and that if the plaintiff desires to challenge the termination notice issued to Signature Not Verified Digitally Signed By:PRIYA Signing Date:27.03.2025 11:25:15 3 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV it, it could litigate the dispute in the United States District Court for the Northern District of Illinois (USDC Illinois). 4. On 22.09.2021, an extension of the termination notice was accorded to the plaintiff as per his request by the CEO of defendant No.1 while he reviewed the matter subject to certain conditions. After due scrutiny, the termination notice was found to have bona fide reasons, and termination was effected immediately. Thereafter, the plaintiff filed a present suit seeking a mandatory injunction to restore the status quo as it existed on 29.08.2021, i.e., prior to the issuance of a Termination Notice dated 30.08.2021. For the sake of clarity, the entire relief clause of the plaint is extracted as under:- “(a) pass an order of mandatory injunction to restore the status quo as it existed on 29.08.2021 [last non-contested status], prior to the issuance of Termination Notice on 30.08.2021. (b) pass any other order or relief which this Hon‟ble Court may deem fit and proper in facts and circumstances of the case in favour of plaintiff and against the defendants.”

5. Mr. Anuj Berry, learned counsel for defendant No.1 submits that as per express terms of the License Agreement dated 12.10.2020, the jurisdiction of any other Court except the USDC Illinois is completely ousted. He further submits that no material/essential/integral part of the cause of action has arisen within the jurisdiction of this Court. He submits that according to the License Agreement, the governing law of the contract is the law of Illinois, USA, rather than Indian law and if any dispute arises, it would be governed by Illinois law and shall be exclusively resolved in Cook County, Illinois. Signature Not Verified Digitally Signed By:PRIYA Signing Date:27.03.2025 11:25:15 4 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV

6. He submits that the plaintiff continued to operate under the License Agreement from October, 2020 to August 2021, and meanwhile, 22 appraisals conducted by the plaintiff were performed on the companies and business units located in the USA and not in India. Thus, according to him, it establishes the fact that the entire business activity has taken place outside India. Exercising the right, the plaintiff agreed under Clause 12.2 of the License Agreement that the disputes are to be resolved by arbitration or Court proceedings in Cook County, Illinois, and at no other location. 7. He further contends that by virtue of an express agreement to the abovementioned term of the License Agreement, the right of the plaintiff to file a suit in India stood waived. Therefore, the ouster of the jurisdiction of this Court had been expressly agreed upon by the parties to the License Agreement. The plaintiff vide an email dated 14.09.2021 invoked Clause

12.2 and inquired if defendant No. 1 would opt for arbitration to resolve the dispute. 8. It is further submitted by defendant No. 1 that by an email dated

30.10.2021, the plaintiff falsely stated that foreign citizens do not have the ability to bring and maintain a suit in the USDC, Illinois. The reliance of the plaintiff on an Illinois State law was erroneous as the same is not applicable in Federal Courts, including the USDC, Illinois. 9. To sum up, the grounds taken by defendant No. 1 under Order VII Rule 11 for the rejection of the present plaint are twofold, firstly, the lack of jurisdiction of this Court to entertain the present case in terms of Clause 12.2 of the License Agreement. Secondly, by virtue of the applicability of the doctrine of forum non conveniens, this Court does not have the jurisdiction Signature Not Verified Digitally Signed By:PRIYA Signing Date:27.03.2025 11:25:15 5 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV to entertain the present suit for the reason that the USDC, Illinois is the more appropriate forum to adjudicate the same. 10. Learned counsel places reliance on the cases of Piramal Healthcare Ltd. v. Diasorin S.P.A.1, Modi Entertainment Network, and Ors. v. W.S.G. Cricket Pvt. Ltd2, Bush Foods Overseas Pvt. Ltd. v. Sentinel Capital Pte Ltd. & Anr3, to substantiate his submissions. 11. Mr. Rajendra Khare, the representative of the plaintiff, appeared in person and vehemently opposes the grounds taken by defendant No.1. He submits that the plaintiff had established a contractual relationship with the predecessor of defendant No. 1 to further the business activities related to conducting CMMI appraisals under licensing agreements. Subsequently, when defendant No. 1 acquired all rights to CMMI from its predecessor, the agreements between the plaintiff and the predecessor were re-assigned to defendant No. 1, and a new agreement was executed. 12. He submits that defendant No. 1 is amenable to the territorial jurisdiction of this Court because defendant No.1 has accepted the jurisdiction of the Indian Courts in its termination email dated 12.10.2021, which triggered the cause of action. He further asserts that this Court can exercise its jurisdiction because the plaintiff is located in Delhi, the agreement dated 12.10.2020 was signed in Delhi and the cause of action triggered by the email communication dated 12.10.2021 was also received in Delhi. Therefore, the High Court of Delhi has an uncontested jurisdiction to entertain the plaint and is thereby, an appropriate forum to undertake the 1 2010 SCC OnLine Del 2897 2 (2003) 4 SCC 341 3 2012 SCC OnLine Del 3325 Signature Not Verified Digitally Signed By:PRIYA Signing Date:27.03.2025 11:25:15 6 Signature Not Verified Digitally Signed By:PURUSHAINDRA KUMAR KAURAV adjudication of the lis between the parties as per the doctrine of forum conveniens. 13. He further asserts that the License Agreement is prejudicially tilted in favor of defendant No. 1, granting them broader authority concerning jurisdictional aspects. Furthermore, the License Agreement stipulates that specific Courts will have jurisdiction over disputes that arise between the parties. However, the language used therein is excessively broad and ambiguous, failing to specify the specific Courts that will have jurisdiction for adjudicating disputes. The plaintiff also challenges the validity of the License Agreement, arguing that it is biased against them by granting more control to defendant No. 1 in matters such as termination of the contract, etc. 14. An additional argument is also made by the plaintiff stating that this Court can only exercise the power to return the plaint to a Court within its own jurisdiction. If it is determined that exclusive jurisdiction lies with the Courts of the United States of America, then this Court would not have the authority to return the plaint to such Courts. Therefore, it has been contended that the application filed by defendant No.1 should be dismissed as being bereft of merit. 15. He places reliance on the decisions in the cases of Meyer Apparel Ltd. v. Panchanan International (P) Ltd.4, Madhav Prasad Aggarwal and Ors. v. Axis Bank Ltd. & Ors5, Sejal Glass Ltd. v. Navilan Merchants Pvt. Ltd6, Sri Biswananth Banik and Anr. v. Smt. Sulanga Bose and Ors.7, Geetha v. Nanjundaswamy and Ors8 to support his submissions.