Territorial Jurisdiction and NCLT Exclusivity: Delhi courts lacked forum, while LLP partner account disputes remained civilly maintainable.

Delhi courts lacked territorial jurisdiction over an LLP partner dispute concerning access to business accounts because the pleadings did not show that the accounts or books were kept in Delhi, the LLP's registered office was in Hyderabad, and no concrete cause of action was pleaded in Delhi. A jurisdiction clause could not confer territorial jurisdiction where none otherwise existed. The dispute was also not exclusively triable by the NCLT, as it concerned inter se partner rights and did not fall within the LLP Act provisions on compromise, arrangement, reconstruction, winding up or dissolution. In the absence of an express statutory bar, civil court jurisdiction under Section 9 CPC remained available.

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Issues: (i) Whether the Courts in Delhi had territorial jurisdiction to entertain the suit concerning access to LLP business accounts. (ii) Whether the dispute between partners of the LLP was exclusively triable by the NCLT or remained maintainable as a civil/commercial suit.

Issue (i): Whether the Courts in Delhi had territorial jurisdiction to entertain the suit concerning access to LLP business accounts.

Analysis: The pleadings did not show that the LLP books or business accounts were kept in Delhi. The registered office of the LLP was at Hyderabad, and the LLP agreement required the books of account to be maintained at the registered office. The plaint did not plead any concrete cause of action arising in Delhi in relation to the accounts in dispute. Mere carrying on of business or sale of goods in Delhi did not, by itself, confer territorial jurisdiction for an inter se partner dispute concerning LLP accounts. An exclusive jurisdiction clause could not confer jurisdiction on a court that otherwise lacked it.

Conclusion: The Courts in Delhi lacked territorial jurisdiction to entertain the suit.

Issue (ii): Whether the dispute between partners of the LLP was exclusively triable by the NCLT or remained maintainable as a civil/commercial suit.

Analysis: The dispute concerned inter se rights of partners regarding access to business accounts and did not fall within the compromise, arrangement, reconstruction, winding up, or dissolution provisions of the LLP Act invoked by the petitioners. The LLP Act did not contain an express bar comparable to Section 430 of the Companies Act, 2013. In the absence of such a bar, civil court jurisdiction under Section 9 of the Code of Civil Procedure, 1908 remained available, and the NCLT was not the exclusive forum for such a dispute.

Conclusion: The dispute was not exclusively triable by the NCLT and remained maintainable in a civil/commercial court.

Final Conclusion: The impugned order was set aside, the plaint was directed to be returned for presentation before the proper court, and the petition succeeded on territorial jurisdiction.

Ratio Decidendi: Jurisdiction cannot be conferred by agreement on a court that inherently lacks territorial jurisdiction, and inter se disputes between LLP partners regarding business accounts do not become exclusively triable by the NCLT in the absence of an express statutory bar.

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