Forum-selection clauses must clearly exclude other competent courts, or concurrent jurisdiction remains available.

A contractual forum-selection clause is effective only where the chosen court is otherwise competent and the clause clearly excludes other courts with concurrent jurisdiction. A clause that merely states disputes are subject to one forum, without clear words such as "alone," "only," or "exclusive," does not oust jurisdiction by implication. On the stated facts, both Kaira and Salem had connecting factors for civil jurisdiction, but the contract did not unambiguously bar Salem. The suit was therefore permitted to proceed at Salem because the clause failed to clearly and expressly exclude that forum.

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Issues: Whether the jurisdiction clause in the contract validly conferred exclusive jurisdiction on Kaira and excluded the jurisdiction of the court at Salem.

Analysis: A contractual stipulation fixing one forum is valid when that forum is otherwise a proper court under the law and when the clause clearly excludes the other competent forums. A clause which purports to oust jurisdiction absolutely is void as against public policy, but where more than one court has jurisdiction on the basis of connecting factors, the parties may choose one of those forums. On the facts, the contract was made within Kaira jurisdiction, but the goods were delivered at Salem, giving Salem also a connecting factor under the law of civil jurisdiction. The clause stated that disputes shall be subject to Kaira jurisdiction, but it did not use clear exclusive words such as "alone", "only", or "exclusive", and the surrounding terms did not unmistakably exclude Salem jurisdiction.

Conclusion: The clause did not clearly and unambiguously exclude the jurisdiction of the court at Salem, and the High Court was right in holding that the suit could proceed there.

Ratio Decidendi: Where two or more courts have jurisdiction under the law, a contractual forum-selection clause is valid only if it clearly, expressly, and unambiguously excludes the other competent forums; absent such clarity, jurisdiction is not ousted.

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