Appeal No 646 of 1967
Appeal by special leave from the judgment and order dated December 1 1966 of the Allahabad High Court in Civil Revision No 721 of 1964
J P Goyal and G section Chatterjee for the appellant
V section Desai and B R Agarwala for the respondent
The Judgment of the Court was delivered by Shah CJ
On October 5 1960 the appellant agreed to do certain construction work for the respondent on the terms and conditions of a written tender
Clauses 12  13 of the tender were  12
In the event of any dispute arising out of this sub contract the parties hereto agree that the matter shall be referred to arbitration by two Arbitrators under the of 1940 and such amendments thereto as may be enacted thereafter
Notwithstanding the place where the work under this contract is to be executed it is mutually understood and agreed by and between the parties hereto that this Contract shall be deemed to have been entered into by the parties concerned in the City of G Bombay and the Court of law in the City of Bombay alone shall have jurisdiction to adjudicate thereon
 Disputes arose between the parties and the appellant submitted a petition to the Court of the Subordinate Judge at Varanasi for an order under section 20 of the Indian 10 of 1940 that the agreement be filed and an order of reference be made to an Arbitrator or Arbitrators appointed by the Court to settle the dispute between the parties in respect of the construction works done by him
The respondent contended that the Civil Courts in Bombay alone had because of the terms contained in cl 13 316 jurisdiction to entertain the petition
The Trial Judge rejected that contention observing that the condition in cl 13 that the contract shall be deemed to have been entered into by the parties concerned in the city of Bombay has no meaning unless the contract is actually entered into in the city of Bombay and that there was no evidence to establish that it was entered into in the city of Bombay
The Trial Judge concluded that the entire cause of action had arisen at Varanasi and the parties could not by agreement confer jurisdiction on the Courts at Bombay which they did not otherwise possess
The High Court of Allahabad in exercise of its revisional jurisdiction set aside the order passed by the Subordinate Judge and declared that the Courts in Bombay had jurisdiction under the general law to entertain the petition and by virtue of the covenant in the agreement the second branch of cl 13 was applicable and binding between the parties and since the parties had agreed that the Courts in Bombay alone had jurisdiction to adjudicate upon the contract the petition to file the arbitration agreement could not be entertained by the Courts at Varanasi
Against the order of the High Court directing that the petition be returned for presentation to the proper Court the appellant has appealed to this Court with special leave
Section 41 of the provides in so far as it is relevant  Subject to the provisions of this Act and of rules made thereunder a the provisions of the Code of Civil procedure 1908 shall apply to all proceedings before the court and to all appeals under this Act
 The Code of Civil Procedure in its entirety applies to proceedings under the 
The jurisdiction of the Courts under the to entertain a proceeding for filing an award is accordingly governed by the provisions of the Code of Civil Procedure
By cl 13 of the agreement it was expressly stipulated between the parties that the contract shall be deemed to have been entered into by the parties concerned in the City of Bombay
In any event the respondent have their principal office in Bombay and they were liable in respect of a cause of action arising under the terms of the tender to be sued in the Courts at Bombay
It is not open to the parties by agreement to confer by their agreement jurisdiction on a Court which it does not possess under the Code
But where two courts or more have under the Code of Civil Procedure jurisdiction to try a suit or proceeding an agreement between the parties that the dispute between them shall 317 be tried in one of such Courts is not contrary to public policy
Such an agreement does not contravene section 28 of the Contract Act
Counsel for the appellant contended that merely because the respondent carried on business in Bombay the Courts at Bombay were not invested with jurisdiction to entertain any suit or a partition for filing an arbitration agreement
Section 20 of the Code of Civil Procedure provides  Subject to the limitations aforesaid every suit shall be instituted in a Court within the local limits of whose jurisdiction a the defendant or each of the defendants where there are more than one at the time of the commencement of the suit actually and voluntarily resides or carries on business or personally works for gain or b      c the cause of action wholly or in part arises Explanation II
A corporation shall be deemed to carry on business at its sole or principal office in India or in respect of any cause of action arising at
any place where it has also a subordinate office at such place
 Plainly by the terms of section 20a read with Explanation II the respondent Company was liable to be sued at Bombay where it had its principal place of business
The argument of counsel for the appellant that the expres sion corporation in Explanation II includes only a statutory corporation and not a company registered under the Indian Companies Act is in our judgment without substance
The Code of Civil Procedure uses the expression corporation as meaning a legal person and includes a company registered under the Indian Companies Act
Order 29 of the Code of Civil Procedure deals with suits by or against a corporation and there is nothing in the Code of Civil Procedure that a corporation referred to under section 20 means only a statutory corporation and not a company registered under the Indian Companies Act
Since an application for filing an award in respect of a dispute arising out of the terms of the agreement could be filed in the Courts in the City of Bombay both because of the terms of cl 13 318 of the agreement and because the respondents had their Head Office where they carry on business at Bombay the agreement between the parties that the Courts in Bombay alone shall have jurisdiction to try the proceeding relating to arbitration was binding between them
The appeal fails and is dismissed with costs
GC Appeal dismissed


Summary:
On October 5 1960 the appellant agreed to do certain construction work for the respondents company registered under the Indian Companies Act and having its principal place of business at Bombay On the terms and conditions of a written tender
Clause 12 of the tender provided for arbitration in case of dispute
Clause 13 provided that notwithstanding the place where the work under the contract was to be executed the contract shall be deemed to have been entered into by the parties at Bombay and the court in Bombay alone shall have jurisdiction to adjudicate thereon
On disputes arising between the parties the appellant submitted a petition to the Court at Varanasi for an order under section 20 of the that the agreement be filed and an order of reference be made to an arbitrator or arbitrators appointed by the court
The respondent contended that in view of cl 13 of the arbitration agreement only the courts at Bombay had jurisdiction
The trial court held that the entire cause of action had arisen at Varanasi and the parties could not by agreement confer jurisdiction on the courts of Bombay which they did not otherwise possess
The High Court at Allahabad in exercise of its revisional jurisdiction held that the courts at Bombay had jurisdiction under the general law and hence could entertain the petition
It further held that in view of cl 13 of the arbitration agreement the petition could not be entertained at Varanasi
Against the order of the High Court directing the petition to be returned for presentation to the proper court the appellant appealed to this Court by special leave
The question that fell for consideration were  i whether the courts at Bombay alone had jurisdiction over the dispute ii whether Explanation 11 to section 20a of the Code of Civil Procedure refers only to Government corporations and not to companies registered under the
Indian Companies Act
HELD  i The Code of Civil Procedure in its entirety applies to proceedings under the by virtue of section 41 of the latter Act
The jurisdiction of the courts under the to entertain a proceeding for filing an award is accordingly governed by the provisions of the Code of Civil Procedure
By the terms of section 20a of the Code of
Civil Procedure read with Exp
11th thereto the respondent company which had its principal place of business at Bombay was liable to be sued at Bombay
316 G It is not open to the par ties by agreement to confer jurisdiction on any Court which it did not otherwise possess under the Code
But where two courts have under the Code of Civil Procedure jurisdiction to try a suit of proceeding an agreement between the parties that the dispute between 315 them shall be tried in one of such courts is not contrary to Public Policy Such an agreement does not contravene section 28 of the Contract Act
316 H Since in the present case the courts at Bombay had jurisdiction under the Code of Civil Procedure the agreement between the parties that the courts in Bombay alone shall have jurisdiction to try the proceedings relating to arbitration was binding between them
318 A ii Order 29 of the Code of Civil Procedure deals with suits by or against a corporation and there is nothing in the Code to support the contention that a Corporation referred to under section 20 means only a statutory corporation and not a company registered under the Indian Companies Act
317 G H