(Prayer: Grant leave to sue the Defendants residing outside the territorial jurisdiction of this Hon'ble Court.)

1. The plaintiff has filed the present suit as against the defendants for the following reliefs:

                   (a) That this Hon'ble Court be pleased to grant permanent injunction restraining the defendants, their men, agents, nominees or assigns or persons acting for and on their behalf and through and under them from engaging with, appointing or authorising with any third party in any manner whatsoever (whether by way of an express, implied, oral or written agreement or otherwise) for the import, promotion, resale and/or distribution of the defendants' product portfolio in India using any of the land, airway or seaway ports at Chennai;

                   (b) That this Hon'ble Court be pleased to grant permanent injunction restraining the defendants, their men, agents, nominees or assigns, or persons acting for and on their behalf and through and under them from entering into any kind of arrangement with any third party, including and not restricted to any express, implied, oral or written agreement or otherwise, for the import, promotion, resale and/or distribution of the defendants' product portfolio, that is currently in operation/to be executed in India;

                   (c) That this Hon'ble Court be pleased to pass any other order as this Hon'ble Court may deem fit and proper in light of the facts and circumstances of the present case and in the interest of justice and equity."

Along with the Plaint, an application was filed seeking the leave of this court to sue the defendants, who reside outside the territorial jurisdiction of this court.

2. The applicant/plaintiff claimed that they are carrying out business under the name and style of M/s.Alphatec Audio Video Private Limited, having its corporate office at A Wing - 709, Kanakia Wall Street, Andheri Kurla Road, Chakala, Mumbai 400 093 and having its local franchise at C/o.Studio Care, 'Singaram Saraswathi Illam', 14th Street, M.G.Chakrapani Nagar, Alapakkam, Chennai - 600 116.

3. The first defendant is Empower Tribe Commercial FZE, a company incorporated under the laws of UAE, having its registered office at FC0401WS90, Jebel Ali Free Zone, Dubai, United Arab Emirates and the second defendant is Music Tribe Commercial MY Sdn. Bhd., a company incorporated under the laws of Malaysia, having its registered office at 1-17-02, Suntech @ Penang, Cybercity, LinTang, Mayang Pasir 3, Bayan Baru, Pulau Pinang, Malaysia.

4. According to the plaintiff, the defendants are engaged in the business of sale and distribution of the audio video equipments across the globe under certain brands of the defendants such as - Behringer, Aston, Klarkteknik, Labgruppen, Lake, Midas, Tannoy, TC Electronic and TC Helcon, including the sale and distribution of such equipments under the said brand names in India. Prior to plaintiff's involvement in the sale and distribution of defendants' products in India, the second defendant had engaged another distributor for the sale of its products in Indian territory. However, since the year 2015, the plaintiff is in business relationship with the second defendant and that for over a decade, the plaintiff has served as the single window point of contact for the promotion, sale, and after sales service of the defendants' product portfolio in the Indian territory. The defendants' product portfolio which is promoted, sold and distributed by the plaintiff in the territory of India includes all the audio video equipments falling under the aforesaid brand names.

5. Based on an agreement dated 06.05.2015, the plaintiff was appointed as an authorised distributor of one Music Group Commercial BM Ltd, a company incorporated under the laws of Bermuda which is an entity forming part of defendant No.2.

6. Mr.S.R.Rajagopal, the learned senior counsel appearing for the applicant/plaintiff contended that, it is pertinent to highlight that there was a mutual understanding between the parties that the Plaintiff shall be the exclusive distributor of the Defendants' products in India. Defendant No.2 had agreed that they shall not engage any other distributor for the sale and distribution of its products in the Indian territory. Both the parties continued to honour the said commercial arrangement for almost five years since 2015 with absolute consensus ad idem. Defendant No.2 was satisfied with the increasing awareness and popularity of its products coupled with the gradual increase in the sales of its products in India for a period of five (5) years since 2015.

7. He further contended that another agreement was negotiated and finalized by and between the Parties in the year 2021, but somehow only issued a pro forma agreement titled Partner Agreements dated 05.03.2021 ("Partner Agreements"), which failed to record the exclusive nature of the arrangement between the parties. Therefore the same was never signed by both the parties. Despite the Company having followed up on the status of execution of the said Partner Agreements with appropriate amendments, the agreement remained unsigned by Defendant No. 2. The distribution of the Defendants' products were not at any point stopped by either parties. Thus, the Plaintiff continued to exclusively supply the Music Tribe Group products.

8. He further contended that in the meanwhile, Defendant No.2 decided to transfer its rights and obligations under the commercial arrangement with the Plaintiff Company to Defendant No.1, i.e., an affiliate of the Defendant No.2. As such, the business operations between Defendant No.2 and the Plaintiff were performed by Defendant No.1 in place of Defendant No.2 since 01.01.2024. Defendant No.1 and Defendant No.2 executed a novation agreement signed between the Defendants on 10.07.2024 and by the Plaintiff Company on 03.08.2024 ("Novation Agreement") to bring into effect the aforesaid change. Though the Novation Agreement states that the Novation Agreement novates the partner agreement between Defendant No.2 and the Company dated 05.03.2021, but such novation would be void-ab-initio since the partner agreement referred to in the Novation Agreement was never executed and thus, the same is a non-binding document. What the Novation Agreement implied was that the commercial arrangement for the exclusive distributorship existing between Defendant No. 2 and the Plaintiff Company since 2015 would now be performed by Defendant No. 1 instead of Defendant No. 2.

9. He further contended that at the time of such novation, the Defendant No.1 was named Music Tribe FZE. However, Defendant No.1 issued a letter to The Plaintiff Company on 30.08.2024 informing that since 17.07.2024, the name of Defendant No.1 has been changed from Music Tribe FZE to Empower Tribe Commercial FZE. However, the commercial arrangement between the parties always remained that the Plaintiff Company shall be the exclusive reseller and distributor of the Defendants' products in India and that no other party shall be appointed by the Defendants for the promotion, sale and distribution of the Defendants' products in India. This is evident vide the email dated 09.04.2024 sent by the representative of the Defendants to the Plaintiff Company wherein the Plaintiff Company has been referred to as the "Exclusive Super Partner" of the Defendants products in India.

10. He further contended that the Plaintiff/Company has cultivated a dealer network of over 2000 authorised outlets nationwide, each trained and certified at its own cost. If other resellers(s)/distributor(s) are engaged by the Defendants in India, the same will immediately dilute dealer loyalty, causing permanent fragmentation of this network. Over Rs.6 Crores on integrated campaigns (television, digital, print) has been facilitated by the Company for the promotion of the Defendants' products in India. The Company has undertaken the establishment of 35 service centres, valued at INR 2 Crore, stocked with proprietary diagnostic tools specific to the Defendants' products. Once these bespoke assets are orphaned by parallel distributors, their value cannot be monetarily recouped.

11. He further contended that the Plaintiff Company holds on hand, stock worth approximately Rs.29 Crore across three warehouses. If other resellers(s)/distributor(s) are engaged by the Defendants' in India, the resultant loss of capital is neither quantifiable nor recoverable.

12. He also pointed out that the defendants had issued a termination letter to the plaintiff. The said termination letter is as follows:

                   "Subject: Termination of Partner Agreement

                   We are writing to formally notify you of our decision to terminate, effective immediately, the Partner agreement dated 2021-03-05, as novated through the Novation Agreement dated 2024-07-10."

13. The contention of the applicant/plaintiff is that there is no impediment for the plaintiff to sue the defendants before any court if a cause of action arises within the jurisdiction of the said Court. Though the plaintiff states that his principal office is located at Kolkata, his franchise is situated at Alapakkam, Chennai. In support of his contention, the learned senior counsel relied upon the following judgments:

                   i) Uttar Pradesh Cricket Association v. Board for Control of Cricket in India reported in 2011 SCC OnLine Mad 1913;

                   ii) A.L.Mathialagan v. V.Balasundaram reported in 2014 SCC OnLine Mad 394;

                   iii) Indian Mineral & Chemicals Co. v. Deutsche Bank reported in (2004) 12 SCC 376;

                   iv) Jupiter Dyechem (P) Ltd. v. Songa Shipping PTE Ltd., reported in 2018 SCC OnLine Bom 2928;

                   v) Isha Distribution House (P) Ltd. v. Aditya Birla Nuvo Ltd., reported in (2019) 12 SCC 205;

14. Per contra, Mr.P.H.Arvind Pandian, the learned senior counsel appearing for the Defendants contended that the suit itself is not maintainable on the ground that the agreement which was entered into between the plaintiff and the defendants on 6.5.2015, got lapsed within a period of one year and on the subsequent year, it was not extended and therefore, the said agreement has no legal force.

15. The learned senior counsel contended that nothing in the agreement dated 06.05.2015 shall be construed as granting exclusive distributorship upon the Plaintiff over the territory of India conferring promotion right, which makes it clear that the plaintiff cannot claim an exclusive right to be appointed as a distributor. Such a right is not exclusively conferred with the plaintiff and the said agreement got lapsed within a period of one year as per its own terms and conditions. When the said agreement was not put to challenge in any manner, relying upon such an agreement, the plaintiff cannot claim to have been appointed as an executive distributor.

16. The learned senior counsel pointed out that the address of the franchisee of the plaintiff is mentioned in the plaint, only to bring the matter within jurisdiction of this court and there is no other material to show that there is a cause of action or a part cause of action that has arisen within the jurisdiction of this Court.

17. The learned senior counsel referred to the counter filed by the Defendant stating that the plaintiff has filed a suit before the city civil court at Bombay (Notice of Motion No.2907 of 2025 in Suit (ST) No.7461 of 2025), against the defendants herein and the city civil court at Bombay has refused to grant injunction and the said order came to be passed on 28.05.2025. The learned senior counsel pointed out that immediately after the refusal of the grant for injunction by the city civil court, Bombay, the present suit was filed before this court on 01.06.2025. When a suit was instituted before the Bombay city civil court and the court refused to grant injunction order, invoking the jurisdiction of this court by filing the present suit, is not only multiplicity of proceedings, but it also amounts to abuse of process of law as the matter is subjudice before the city civil court at Bombay. Therefore, he contended that the suit itself is not maintainable and no leave to be granted.

18. The learned senior counsel for the Defendant contended that, as per established principles of civil jurisdiction, a suit must be instituted either at the place of residence of the Defendant, the location where the dispute arose, or where the cause of action, wholly or in part, has arisen. In the present case, the Defendant is a resident of the United Arab Emirates, the dispute did not arise within the territorial limits of Chennai, and no part of the cause of action has occurred within the jurisdiction of this Court. Accordingly, the present Suit is not maintainable before this Court.

19. In Uttar Pradesh Cricket Association v. Board for Control of Cricket in India reported in 2011 SCC OnLine Mad 1913, the Division Bench of this Court has held as under:

                   "13. The expression "defendant" occurring in third limb should be interpreted to mean all the defendants. If there is a sole defendant, who resides within the territorial jurisdiction, the suit can be filed. Similarly, if all the defendants reside within the territorial jurisdiction, such suit can be filed. However, where there are several defendants, some reside within the jurisdiction and some reside beyond the jurisdiction, the suit can be filed in the High Court only if cause of action arises in part within the local limits of ordinary original jurisdiction of the High Court. However, before filing such suit, the plaintiff is required to obtain the leave of the court.

                   14. From a conjoint reading of the aforesaid two Division Bench decisions, it is apparent that the Court will have jurisdiction, if the sole defendant or all the defendants reside within the jurisdiction, and where some of the defendants reside, the question would depend upon the cause of action. (underlining added)

                   16. It is not in dispute that the 1st respondent/BCCI is having its registered office at Chennai. In order to consider whether High Court Original Side has jurisdiction to entertain the suit, the plaint has to be read as a whole. Whether any part of action has accrued within the jurisdiction of this Court would depend upon the facts and circumstances of a given case. In Paragraph 36 of the plaint, appellant/plaintiff has clearly averred that the 1st defendant is having the registered office at No.5, Victoria Hostel Road, Chepauk, Chennai # 600 005. It is further averred that the Observer appointed by the Honourable Supreme Court gave hearing to the concerned parties at both Kolkata and Chennai and therefore a part of cause of action arose at Chennai and when 1st respondent/ 1st defendant / BCCI, who is responsible for the control of game of Cricket in India and regulate its affiliate units, the Suit is well within the local limits of ordinary original jurisdiction of Madras High Court. The Court was not required to make an elaborate enquiry as to the correctness or otherwise of the facts pleaded by the plaintiff. Going by the plaint averments, when part of cause of action is said to have arisen at Chennai, the learned Judge was not right in saying that only a fraction of cause of action has arisen at Chennai and the learned Judge was not justified in revoking the leave to sue.

                   17. The cause of action has acquired a judicially settled meaning. "Cause of action" is generally understood to mean "a situation or set of things that entitles a party to maintain an action in a Court or Tribunal"; "a group of operative facts giving rise to one or more basis for suing".

                   18. When one of the defendants is having registered office at Chennai and part of cause of action has arisen at Chennai, the learned Judge was not justified in revoking the leave on the ground that only a part of cause of action has arisen at Chennai. The Order of the learned Judge in A.No.2894 of 2006 revoking the leave is to be set aside and O.S.A.No.222 of 2007 is to be allowed."

20. In A.L.Mathialagan v. V.Balasundaram reported in 2014 SCC OnLine Mad 394, another Division Bench of this court in paragraphs 8 to 11 held as under:

                   "8. It is basic that the suit itself should not be decided in an application of this sort. Matters which are to be tried to be appreciated at the time of trial on adducing evidence.

                   9. So far as grant of leave is concerned, the basis is plaint pleadings. It is important to see whether the cause of action arose within the ordinary original civil jurisdiction of this court. A plaint does not end with the prayer paragraph alone. The suit documents more particularly, the base documents also form part of the plaint pleadings.

                   10. In this case, in paragraph (10) of the plaint, it is mentioned that the suit promissory notes were executed and the amounts were paid at Chennai. In paragraph (12) of the plaint, it has been mentioned that the suit documents i.e. to say the basic documents viz., promissory notes were filed along with the plaint. The suit documents cannot be read in isolation from the plaint pleadings. In paragraph (4) of the plaint, there are pleadings as to the execution of the promissory notes and the details of the promissory noes are also given. It is mentioned in the promissory notes that the witnesses, who have attested the execution of the promissory notes are residing at Chennai.

                   11. The arguments that inasmuch as the plaintiff is in U.A.E., it could not have been possible for the appellant to execute the promissory notes at Chennai. It is not that the plaintiff had settled once for all in U.A.E., forgetting Tamil Nadu. That apart, it is also a matter of evidence to be adduced and to be appreciated as to whether the promissory notes as stated could not have been executed at all at Chennai. Thus, on facts, the decision cited is distinguishable."

21. In Indian Mineral & Chemicals Co. v. Deutsche Bank reported in (2004) 12 SCC 376, the Hon'ble Supreme Court, held as under:

                   "10. We are of the opinion that the learned Judges erred in revoking leave under clause 12 of the Letters Patent in view of the clear assertions made in the plaint, and the assertions in a plaint must be assumed to be true for the purpose of determining whether leave is liable to be revoked on a point of demurrer. In the plaint the jurisdiction of the High Court was claimed on the ground that:

                   (1) UCO Bank's branch, which was within the court's jurisdiction, intimated the plaintiffs that the letter of credit had been issued by the respondent;

                   (2) the documents were presented by the plaintiffs to the said branch of UCO Bank; and (3) payment was to be received by the plaintiffs from the said branch of UCO Bank."

22. In Jupiter Dyechem (P) Ltd. v. Songa Shipping PTE Ltd. reported in 2018 SCC OnLine Bom 2928, a Division Bench of Bombay High Court, held as under:

                   "8. If the aforesaid observations made by the learned single Judge in the impugned order are appreciated in the backdrop of the language coupled with clause XII of the Letters Patent, it is required to be observed that the learned Judge at the time of dealing with the prayer clause for grant of leave for initiating the suit will be prima facie required to ascertain the cause of action from the pleadings in the plaint. The probable defence of the respondent-defendant in our prima facie opinion can be looked into only after the defendants set up such plea.

                   9. The pleadings in the plaint particularly paragraphs 36 and 36A would disclose that there is prima facie material to infer that the court at Bombay will have part jurisdiction.

                   10. Whether there exists an arbitration agreement or not will be the issue which would be gone into at an appropriate stage having regard to the provisions of Section 45 of the Arbitration and Conciliation Act, 1996.

                   11. We are fortified in our view particularly as regards the obervations made hereinabove, as the Division Bench judgment of this court in the matter of Transasia Bio-Medicals Ltd. v. Revijay Clinical Laboratory & Hospital particularly para 9 which reads thus:-

                   "9. Taking overall view of the matter, therefore, in our opinion, it would be appropriate for us to take up for consideration the petitions filed by the plaintiff under clause XII of the Letters Patent. A petition filed under Clause XII of the Letters Patent is to be considered on the basis of an averment made in the plaint and the documents accompanying the plaint. Insofar as this aspect of the matter is concerned, in paragraph XII of summary Suit No.2385 of 2000 the plaintiff has stated thus:"

23. In Isha Distribution House (P) Ltd. v. Aditya Birla Nuvo Ltd., reported in (2019) 12 SCC 205, the Hon'ble Supreme Court held as under:

                   "19. In our opinion, a plea of territorial jurisdiction is essentially a mixed question of law and fact. It is for this reason, the respondent-defendants should be allowed to raise such plea in the written statement to enable the court to try it on merits in accordance with law in the light of the requirements of Order 14 of the Code of Civil Procedure, 1908 and other relevant provisions governing the issue on merits."

24. All the above judgments relied on by the learned senior counsel for the applicant/plaintiff on the point of territorial jurisdiction only show that there is no need to have a roving enquiry and only the plaint in toto is to be considered while deciding the issue of jurisdiction.

25. Heard both the senior counsels on either side and perused the materials available on record in the form of typed set of papers.

26. The point that arises for consideration before this court is, whether the cause of action has arisen within the jurisdiction of this Court?

27. It is appropriate to rely upon the order of the City Civil Court at Bombay dated 28.05.2025 in Notice of Motion No.2907 of 2025 in Suit (ST) No.7461 of 2025. The relevant paragraph is extracted hereunder:

                   "4. The defendants have terminated their partnership with plaintiff by email letter dated 22.05.2025. The said termination notice is challenged in the present suit. The plaintiff's claim exclusive distributorship based on Novation Agreement and email letter of defendant No.2. Clause 3.1 of Novation Agreement deals with territorial jurisdiction of the court for the purpose of any dispute between the parties. As per clause 3.1, the parties have agreed jurisdiction of their choice. From the correspondence more particularly, the letter dated 22.04.2025, the defendants express their intention to expand their partner network in the country for the distribution and resale of their product in India. It is seen that after the said email letter, the plaintiff reacted the said letter and claimed their exclusive distributorship and pointed out the consequences of engaging third party on their business. The correspondence exchange between the parties to the suit are also brought in the record. It is further seen that after correspondence ultimately the defendants have terminated their commercial relation with the plaintiff. From the document on record there is nothing to suggest that defendants were prevented by any agreement from engaging any third party for the distribution, resale of their product in India except the plaintiff. The act of defendants terminating the commercial relation with plaintiff cannot be stayed at the stage of hearing on interim application. The relief claimed by the plaintiff is in the nature of final relief and therefore, cannot be granted at this stage. Issue notice to defendants. In the meantime, plaintiff is at liberty to remove office objection and to take step for registration of suit."

28. The city civil court at Bombay has taken note of the fact that the plaintiff was in business relationship with the defendants for resale and distribution of defendant's product in India. When the court has taken on record the suit questioning the termination letter issued by the defendants against the plaintiff herein, the plaintiff in the present suit has not given any reason to invoke the jurisdiction of this court through the present suit.

29. It is to be noted that the suit in Suit (ST) No.7461 of 2025 was instituted by the plaintiff as against the very same defendants challenging the termination letter dated 22.05.2025 by which the Partner agreement dated 05.03.2021 as novated through the Novation Agreement dated 10.07.2024 was terminated by the 2nd defendant. Before this court and before the city civil court at Bombay, the plaintiff claimed that he is an exclusive distributor of the defendants' products. The case of the plaintiff is that by violating the agreement between the parties, the defendants are proceeding to appoint other distributors. Therefore, the present suit is filed, effectively to injunct the defendants from appointing any third party as distributor.

30. It is to be taken note that in the rejoinder filed by the Plaintiff, in paragraph 19, it has been stated as follows:

                   "The situs of the defendant's business is deemed irrelevant under Section 20(c) CPC if a material part of the cause of action arises within India. The plaintiff's argument directly aligns with this, stating that the defendants have arranged for new inventory to be shipped to India through "various land, airway and waterway ports at Chennai" for distribution by third parties, and that the company's service centres and distribution network, where the business operations are conducted, are within the Madras jurisdiction. this constitutes a significant "part of the cause of action" arising in Chennai.

31. As rightly pointed out by the defendants, the plaintiff has invoked the jurisdiction of this court on the strength of their statement that the defendants have arranged for new inventory to be shifted to India through various land, airway and waterway ports at Chennai. Apart from the above statement, the plaintiff has not produced any material to establish that the plaintiff is an exclusive distributor of the defendants or to establish the averment that the defendants have made new business arrangement to carry their products through Ports at Chennai.

32. The primary question to be determined in the case of the plaintiff is whether the plaintiff is appointed as an exclusive distributor of the defendant's products. Before this court, the plaintiff has filed three agreements dated 06.05.2015, 10.12.2020 and 05.03.2021, in support of their claim that the plaintiff is the exclusive distributor of the defendants' products. However, as per all the three agreements, the plaintiff is appointed only as a non-exclusive distributor. Interestingly, in the partner agreement dated 10.12.2020 and 05.03.2021 between the plaintiff and the second defendant, the parties have agreed that in case of dispute, the parties shall submit to the exclusive jurisdiction of the courts in Malaysia. In respect of the authorised distributor agreement dated 06.05.2015 submitted by the plaintiff, the parties have agreed to submit to the exclusive jurisdiction of the Courts in Makati, Philippines.

33. While considering the claim and counter claim, the applicant/plaintiff has not shown any piece of evidence to sustain that they have a right to claim that they are the exclusive distributor. The statements made by the Plaintiff regarding the business arrangement of the Defendant to shift the inventories through Chennai Port is nothing but an attempt made by the plaintiff to show that there is a cause of action, within the jurisdiction of this court. Therefore, it is not appropriate to invoke the jurisdiction of this court. Be that as it may, before the city civil court at Bombay, the suit involving the claim of exclusive distributorship by the plaintiff and the validity of termination of partner agreement between the parties is already pending. Hence, there is no merit in the case of the Plaintiff and the Suit cannot be maintained before this Court.

34. The plaintiff's statement that the plaintiff is having another office at Alapakkam, chennai which is a franchise of the plaintiff by itself will not give rise to a cause of action or a part cause of action. The present Suit has been filed by the plaintiff only to frustrate the defendant that is already pending between the parties. The present application for leave to sue has been filed by mentioning the franchise address at chennai to attract the jurisdiction of this court, without any reason or without any prima facie material for the grant of leave. In such view of the matter, the applicant/plaintiff has not established its case, to grant leave to sue the defendants.

35. Accordingly, this application is dismissed. No costs. Registry can return the papers to the applicant/plaintiff forthwith.