Civil Appeal Nos
3050 305 1 of 199 1
From the Judgment and Orders dated 23890  1361990 of the Madras High Court in Civil Revision Petition Nos
123685 and 2758 of 1988
TSK lyer Rajiv Datta and Shahid Azad for the Appellant
MS Nargolkar DM Nargolkar and ATM Sampath for the Respondents
The Judgment of the Court was delivered by OJHA J
Special leave granted
Since in both these appeals an identical question of law arises they are being decided by a common judgment
Facts in a nutshell necessary for appreciating the question involved may be stated
Ms Patel Roadways P Limited the appellant in both these appeals carries on the business of a carrier and transports goods on hire
It has its principal office at Bombay and branch offices at various other places which shall hereinafter be referred to as subordinate of fices
Ms Prasad Trading Company the respondent in the Civil Appeal arising out of SLP C No 14660 of 1990 who is a dealer in 395 cardamom entrusted a consignment of 851 kilograms of carda mora to the appellant at its subordinate office at Bodinaya kanur in Tamil Nadu to be delivered at Delhi
After the goods had been transported by the appellant and kept in a godown at Delhi the same got destroyed and damaged in a fire as a result whereof the consignee refused to take delivery
The respondent instituted a suit in the Court of Subordinate Judge Periakulam within whose territorial jurisdiction the subordinate office of the appellant where the goods were entrusted for transport is situate for damages alleging that the fire was due to the negligence and carelessness on the part of the staff of the appellant
Ms Tropical Agro Systems Private Limited the respond ent 1 in the Civil Appeal arising out of SLP C No 14692 of 1990 on the other hand entrusted certain packets of pesticides insured with the second respondent Ms Oriental Insurance Company Limited to the appellant at its subordi nate office at Madras for being carried to New Delhi
Ac cording to the respondents the goods aforesaid were deliv ered at New Delhi in a damaged condition resulting in loss to the first respondent and a suit was instituted for recov ery of the loss so sustained by the respondents in the Court of the Third Assistant Judge City Civil Court Madras
In both the suits the appellant inter alia took the plea in its defence
that in the contract entered into between them the parties had agreed that jurisdiction to decide any dispute between them would be only with the courts at Bombay and consequently the courts in Madras where the two suits re ferred to above had been instituted had no jurisdiction
This plea was repelled in both the suits by the trial court
The order of the trial court in each of the two suits was challenged by the appellant before the High Court of Judica ture at Madras under Section 115 of the Code of Civil Proce dure hereinafter referred to as the Code
This challenge having failed in each of the civil revisions the appellant has preferred these civil appeals
The question which arises in both these civil appeals therefore is as to whether in view of the relevant clause in the contract between the parties the courts at Bombay alone had jurisdiction and the jurisdiction of the courts at Madras where the two suits were instituted was barred
It has been urged by the learned counsel for the appel lant that apart from the courts within whose territorial jurisdiction the goods were delivered to the appellant for transport the courts at Bombay also had jurisdiction to entertain a suit arising out of the contract between the parties in view of the Explanation to Section 20 of the Code inasmuch as the principal office of the appellant was situ ate in 396 Bombay
According to learned counsel for the appellant since courts at two places namely Madras and Bombay had jurisdic tion in the matter the jurisdiction of the courts in Madras was ousted by the clause in the contract whereunder the parties had agreed that jurisdiction to decide any dispute under the contract would be only in the courts at Bombay
Consequently the courts where the two suits were instituted had no jurisdiction to entertain them and the trial court in each of the two cases as well as the High Court erred in law in taking a contrary view
Having heard learned counsel for the parties we find it difficult to agree with this submission
For the sake of convenience Section 20 of the Code except the illustrations is reproduced hereunder 20
Other suits to be instituted where de fendants reside or cause of action arises 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 any 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 provided that in such case either the leave of the Court is given or the de fendants who do not reside or carry on busi ness or personally work for gain as afore said acquiesce in such institution or c the cause of action wholly or in part arises
Explanation 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 In Hakam Singh vs Ms Gammon India Ltd 1971 3 SCR Page 314 it was held that corporation referred to in Section 20 397 meant not only a statutory corporation but also a company registered under the Indian Companies Act
It was also held that it is not open to the parties by agreement to confer jurisdiction on any court which it did not otherwise possess under the Code
But where two courts have jurisdiction under the Code to try a suit or proceeding an agreement between the parties that the dispute between them shall be tried in one of such courts is not contrary to public policy nor does such an agreement contravene Section 28 of the Contract Act
In that case also there was a clause in the agreement being clause No 13 which 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 between the parties at Bombay and the court in Bombay alone shall have jurisdiction to adjudicate thereon
The trial court had held 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 pos sess
In a civil revision filed by the respondent the Alla habad High Court held that the courts at Bombay had also jurisdiction and in view of clause 13 of the agreement the jurisdiction of the courts at Varanasi stood ousted
It is in the appeal against the said judgment of the High Court that the propositions of law referred to above were laid down by this Court
It was held that since the respondent had its head office at Bombay the courts at Bombay also had jurisdiction by virtue of Section 20 of the Code read with its Explanation and in view of clause 13 of the agreement between the parties the courts in Bombay alone had jurisdic tion in the matter
The appeal was accordingly dismissed
This view was reiterated by this Court in Globe Transport Corporation vs Triveni Engineering Works and Another 1983 4 SCC Page 707
Reliance has been placed by learned counsel for the appellant on these two decisions and if it can be held that the courts at Bombay also had jurisdiction in the two suits referred to above the judgments appealed against will have to be set aside on the basis of these decisions
The ques tion however is as to whether in any of these two suits the courts at Bombay also had jurisdiction apart from the courts within whose jurisdiction the goods were entrusted to the appellant for purposes of transport
Having given our anxious consideration to the matter we are of the opinion that the courts at Bombay in these two cases did not at all have jurisdiction and consequently the agreement between the parties conferring exclusive jurisdiction on courts at Bombay is of no avail
Clausesa and b of Section 20 inter alia refer to a court within 398 the local limits of whose jurisdiction the defendant inter alia carries on business
Clause c on the other hand refers to a court within the local limits of whose jurisdic tion the cause of action wholly or in part arises
It has not been urged before us on behalf of the appellant that the cause of action wholly or in part arose in Bombay
Conse quently clause c is not attracted to the facts of these cases
What has been urged with the aid of the Explanation to Section 20 of the Code is that since the appellant has its principal office in Bombay it shall be deemed to carry on business at Bombay and consequently the courts at Bombay will also have jurisdiction
On a plain reading of the Explanation to Section 20 of the Code we find an apparent fallacy in the aforesaid argument
The Explanation is in two parts one before the word or occurring between the words office in India and the words in respect of and the other thereafter
The Explanation applies to a defendant which is a corporation which term as seen above would include even a company such as the appellant in the instant case
The first part of the Explanation applies only to such a corporation which has its sole or principal office at a particular place
In that event the courts within whose jurisdiction the sole or principal office of the defendant is situate will also have jurisdiction inasmuch as even if the defendant may not be actually carrying on business at that place it will be deemed to carry on business at that place because of the fiction created by the Explanation
The latter part of the Explanation takes care of a case where the defendant does not have a sole office but has a princi pal office at one place and has also a subordinate office at another place
The words at such place occurring at the end of the Explanation and the word or referred to above which is disjunctive clearly suggest that if the ease falls within the latter part of the Explanation it is not the Court within whose jurisdiction the principal office of the defendant is situate but the court within whose jurisdiction it has a subordinate office which alone shall have jurisdic tion in respect of any cause of action arising at any place where it has also a subordinate office
Here we may point out that the view which we take finds support from a circumstance which in our opinion is rele vant
Section 20 of the Code before its amendment by the Code of Civil Procedure Amendment Act 2976 had two Expla nations being Explanations I and II
By the Amendment Act Explanation I was omitted and Explanation II was renumbered as the present Explanation
Explanation I so omitted read as hereunder Explanation I Where a person has a permanent dwelling 399 at one place and also temporary residence at another place he shall be deemed to reside at both places in respect of any cause of action arising at the place where he has such tempo rary residence This Explanation dealt with the case of place of resi dence of the defendant and provided with regard to a person having a permanent dwelling at one place and also temporary at another place that such person shall be deemed to reside at both places in respect of any cause of action arising at the place where he has such temporary residence
The lan guage used in Explanation II on the other hand which is the present Explanation was entirely different
Had the inten tion been that if a corporation had its principal office at one place and a subordinate office at another place and the cause of action arose at the place where it had its subordi nate office it shall be deemed to be carrying on business at both places the language used in Explanation II would have been identical to that of Explanation I which was dealing with a case of a person having a permanent dwelling at one place and also temporary residence at another place
The marked difference in the language of the two Explanations clearly supports the view which we have taken with regard to the interpretation of the present Explanation to Section 20 of the Code which was Explanation II earlier as indicated above
We would also like to add that the interpretation sought to be placed by the appellant on the provision in question renders the explanation totally redundant
If the intention of the legislature was as is said on their behalf that a suit against a corporation could be instituted either at the place of its sole or principal office whether or not the corporation carries on business at that place or at any other place where the cause of action arises the provisions of clauses a b and c together with the first part of the explanation would have completely achieved the purpose
Indeed the effect would have been wider
The suit could have been instituted at the place of the principal office because of the situation of such office whether or not any actual business was carried on there
Alternatively a suit could have been instituted at the place where the cause of action arose under clause c irrespective of whether the corpora tion had a subordinate office in such place or not
This was Therefore not the purpose of the explanation
The explanation is really an explanation to clause a
It is in the nature of a clarification on the scope of clause a viz as to where the corporation can be said to carry on business
T his it is clarified will be the place where the principal office is ituated whether or not any business actually is carried on there or the place where a business 400 is carried on giving rise to a cause of action even though the principal office of the corporation is not located there so long as there is a subordinate office of the corporation situated at such place
The linking together of the place where the cause of action arises with the place where a subordinate office is located clearly shows that the intention of the legislature was that in the case of a corporation for the purposes of clause a the location of the subordinate office within the local limits of which a cause of action arises is to be the relevant place for the filing of a suit and not the principal place of business
If the intention was that the location of the sole or principal office as well as the location of the subordinate office within the limits of which a cause of action arises are to be deemed to be places where the corporation is deemed to be carrying on business the disjunctive or will not be there
Instead the second part of the explanation would have read and in respect of any cause of action arising at any place where it has a subordinate office also at such place
As far as we can see the interpretation which we have placed on this section does not create any practical or undue difficulties or disadvantage either to the plaintiff or a defendant corporation
It is true that normally under clauses a to c the plaintiff has a choice of forum and cannot be compelled to go to the place of residence or business of the corporation and can file a suit at a place where the cause of action arises
If a corporation desires to be protected from being dragged into litigation at some place merely because a casue of action arises there it can save itself from such a situation by an exclusion clause as has been done in the present case
The clear intendment of the Explanation however is that where the corporation has a subordinate office in the place where the cause of action arises it cannot be heard to say that it cannot be sued there because it does not carry on business at that place
It would be a great hardship if in spite of the corporation having a subordinate office at the place where the cause of action arises with which in all probability the plaintiff has had dealings such plaintiff is to be compelled to travel to the place where the corporation has its principal place
That place should be convenient to the plaintiff and since the corporation has an office at such place it will also be under no disadvantage
Thus the Explanation provides an alternative locus for the corporation s place of busi ness not an additional one
There may be only one extra ordinary situation in which this interpretation may cause an apparent anomaly
This is where the plaintiff has also hisits place of business at the same place as the 401 corporation but the cause of action has arisen at some other place
The above interpretation would preclude him from filing a suit in that place of business common to both parties and compel him to go to a court having jurisdiction over the place where the cause of action has arisen
But this is not really a hardship because such plaintiff must have had some nexus or connection with the place since some part of the cause of action had arisen there if he can have dealings with the corporation at such a place giving rise to the cause of action there is no reason why he should find it disadvantageous or difficult to file a suit at such place
Equally the corporation having a subordinate office at the place will suffer no disadvantage
In this view of the matter since in the instant two cases clause c is not attracted to confer jurisdiction on courts at Bombay and the appellant has admittedly its subor dinate offices at the respective places where the goods in these two cases were delivered to it for purpose of trans port the courts at Bombay had no jurisdiction at all to entertain the suits filed by the respondents and the parties could not confer jurisdiction on the courts at Bombay by an agreement
Accordingly no exception can be taken to the findings in this behalf recorded by the trial court and the High Court in these two cases
In the result we find no merit in any of these two appeals and they are accordingly dismissed but in the cir cumstances of the case the parties shall bear their own costs


Summary:
Unable to secure an ad interim stay in favour of his client the appellant a practising Advocate uttered cer tain words imputing motives to the Sub Judge in refusing to grant the stay
The sub Judge submitted a report to the District and Sessions Judge setting out the words uttered by the appellant for taking necessary action against him
The District and Sessions Judge in turn submitted a report to the High Court and proceedings for contempt were initiated by the High Court
In the contempt proceedings the appellant denied having uttered the words mentioned in the report of the Sub Judge and also offered unqualified apology
The High Court held that the appellant was guilty of contempt of Court under Section 2ci of the  as he had attacked the integrity of the Sub Judge by equating him with a Contractor of the Municipal Committee and by charging that he was in collusion with the Deputy Commissioner and was under his influence
The High Court further held that the attack on the SubJudge dispar aging in character and derogatory to his dignity would vitally shake the confidence of the public in him
The High Court did not accept the apology tendered by the appellant because the appellant 313 was addicted to using contemptuous language and making scurrilous attacks on the Judges and had in an earlier contempt proceeding too tendered an unqualified apology on the basis of which the rule against him was discharged
Aggrieved by the order of the High Court the petitioner preferred the present appeal before this Court
It was contended by him that he did not utter the words as would be revealed by the statements of the three Advocates exam ined before the High Court who had stated that the appel lant did not use any discourteous unparliamentary or impo lite language against the Sub Judge
Dismissing the appeal this Court HELD Per Agrawal J 11
The appellant had made an attack on the learned Subordinate Judge which was disparaging in character and derogatory to his dignity and would vitally shake the confi dence of the public in him and that the aspersions made by the appellant had the effect of scandalising the Court in such a way as to create distrust in the people s mind and impair confidence of the prople in Court
The appellant has therefore been rightly held guilty of having committed the contempt of court under section 2ci of the Act
319E G 12
The High Court in its appreciation of evidence has rightly placed reliance on the testimony of the Sub Judge corroborated by the evidence of the Reader in his Court in preference to the testimony of the three Advo cates
321C 2
It is well settled that an apology is not a weapon of defence to purge the guilty of their offence nor is it intended to operate as a universal panacea but it is in tended to be evidence of real contriteness
The apology that was tendered by the appellant before the High Court was so concluded as to be taken into consideration in the event of the High Court finding the appellant guilty of having com mitted contempt of court
Moreover this was not the first occasion in which proceedings for contempt of court had been initiated against the appellant and on an earlier occasion also proceedings for contempt of court had been initiated against him in pursuance of a report of the then Chief Judicial Magistrate and in those proceedings the rule issued against the appellant was discharged on his tendering unqualified apology before the High Court
In those proceed ings also the appellant is said to have made 314 disparaging remarks against the Judge
Keeping in view the said circumstance the High Court has found that the appel lant was addicted to using contemptuous language and making scurrilous attacks on Judges
Having regard to the fact that incidents of insubordination and use of improper language towards the Judges are on the increase it could not be said that the High Court was not justified in taking the view that the appellant could not be allowed to get away by simply feeling sorry by way of apology as the easiest way
The apology tendered by the appellant could not therefore be accepted
321G H 322A B MY Shareef  Anr
vs The Hon ble Judges of the High Court of Nagpur  Ors   relied on
Per Ahmadi J Concurring 1
The exact words uttered by the appellant leave no doubt that the intention of the appellant was to cast aspersions on the integrity of the Judge and to lower him in the esteem of others by creating doubts regarding his honesty judicial impartiality and independence
The tendency of maligning the reputation of Judicial Officers by disgruntled elements who fail to secure the desired order is ever on the increase and it is high time it is nipped in the bud
And when a member of the profession resorts to such cheap gimmicks with a view to browbeating the Judge into submission it is all the more painful
When there is a deliberate attempt to scandalise which would shake the confidence of the litigating public in the system the damage caused is not only to the reputation of the concerned Judge but also to the fair name of the judiciary
Veiled threats abrasive behaviour use of disre spectful language and at times blatant condemnatory attacks like the present one are often designedly employed with a view to taming a Judge into submission to secure a desired order
Such cases raise larger issues touching the independ ence of not only the concerned Judge but the entire institu tion
The foundation of our system which is based on the independence and impartiality of those who man it will be shaken if disparaging and derogatory remarks are made against the Presiding Judicial Officers with impunity
The much cherished judicial independence which is of vital importance to any free Society has to be protected not only from the executive or the legislature but also from those who are an integral part of the system
315H 316A E 2
In the instant case the appellant repeated his performance presumably because he was let off lightly on the first occasion
Softjustice is not the answer
The appellant cannot be let off on an apology which is far from sincere
His apology was hollow there was no remorse no regret it was only a device to escape the rigour of the 315 law
The High Court rightly did not accept it
316G H 317A B LD Jaikwal vs State of UP   relied on
When a member of the Bar is required to be punished for use of contemptuous language it is highly painful it pleases none but painful duties have to be performed to uphold the honour and dignity of individual Judge and his office and the prestige of the institution
Courts are generally slow in using their contempt jurisdiction against erring members of the profession in the hope that the con cerned Bar Council will chasten its members for failure to maintain proper ethical norms
If timely action is taken by Bar Councils the decline in the ethical values can be easily arrested
317G