Civil court jurisdiction remains available for memorandum of understanding disputes unless company law expressly bars the specific relief sought.

Civil court jurisdiction under Section 9 CPC remains available unless the Companies Act expressly or by necessary implication bars it. The exclusion is limited to company-specific matters specially entrusted to the Company Court, such as oppression, mismanagement, winding up, transfer of shares, or other statutory remedies. Reliefs based on a memorandum of understanding and alleged breach of contractual commitments were treated as civil and common law claims, with challenges to a board meeting notice and restraint on share transfer regarded as incidental to contractual enforcement. Civil revisions to strike off the plaint and set aside the interlocutory order were therefore not sustainable, and the disputes were maintainable before the ordinary civil court.

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Issues: Whether the civil court had jurisdiction to entertain suits seeking enforcement of a memorandum of understanding and incidental reliefs relating to company affairs, or whether such reliefs fell within the exclusive jurisdiction of the Company Court.

Analysis: Section 9 of the Code of Civil Procedure, 1908 preserves the jurisdiction of civil courts to try all suits of a civil nature unless barred expressly or by necessary implication. The scheme of the Companies Act, 1956 shows that the expression "the court" in sections 2(11) and 10 refers to the High Court or notified District Court only for matters specifically entrusted to that forum. The exclusion of civil court jurisdiction is confined to those provisions where the Act creates a special remedy or vests exclusive power in the Company Court, such as proceedings under sections dealing with transfer of shares, compromise, investigation, oppression, mismanagement, winding up, and similar company-specific matters. The reliefs sought in the present suits were founded on the terms of a memorandum of understanding and on alleged violation of contractual commitments, which are civil and common law rights. The challenge to the notice convening a Board Meeting and the restraint against transfer of shares were treated as incidental to enforcement of the memorandum and not as claims falling within the exclusive statutory domain of company jurisdiction. Section 10GB was also not available to oust civil jurisdiction in the manner contended.

Conclusion: The civil court had jurisdiction, and the revisions seeking to strike off the plaint and set aside the interlocutory order were not sustainable.

Final Conclusion: The disputes were held to be maintainable before the ordinary civil court as they arose from contractual rights under the memorandum of understanding and did not fall exclusively within company jurisdiction.

Ratio Decidendi: Civil court jurisdiction is excluded only where the Companies Act expressly or by necessary implication confers exclusive jurisdiction on the Company Court for the specific relief sought; contractual claims based on a memorandum of understanding remain enforceable in civil court.

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