Invoice jurisdiction clauses and LLP partner liability turn on pleaded dispute, place of performance, and specific wrongful act allegations.

An invoice-based jurisdiction objection failed because the clause depended on an actual dispute, and no timely dispute or invoice discrepancy had been raised; payment was not shown to be contractually payable in Delhi, and the creditor-location argument could not override the place of performance in Maharashtra. Partners of the limited liability partnership were also wrongly impleaded, because the claim was against the firm on invoices and no pleaded wrongful act or omission by the partners supported personal liability. With no bona fide triable issue and the written invoice liability remaining uncontroverted, the summary suit was fit for decree with interest.

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Issues: (i) Whether the jurisdiction objection founded on the invoice clause could sustain rejection of the plaint. (ii) Whether the partners of the limited liability partnership were liable to remain arrayed as defendants. (iii) Whether the plaintiff was entitled to decree in the summary suit.

Issue (i): Whether the jurisdiction objection founded on the invoice clause could sustain rejection of the plaint.

Analysis: The jurisdiction clause was contingent upon the existence of a dispute. No dispute or discrepancy had been raised against the invoices within the stipulated time, and the notice and prior correspondence also remained unanswered. The invoices did not make payment payable in Delhi either expressly or by implication, and the bank details were only for facilitating remittance. The alternative reliance on the creditor-location principle also failed because the place of performance was within Maharashtra and the attempted use of that principle would invert the facts of the case.

Conclusion: The jurisdiction objection was rejected and the plaint was not liable to be rejected on that ground.

Issue (ii): Whether the partners of the limited liability partnership were liable to remain arrayed as defendants.

Analysis: The claim was founded on invoices raised in the name of the limited liability partnership and not on any pleaded wrongful act or omission by the partners. Under the statutory scheme governing limited liability partnerships, the contractual obligation was solely that of the firm, and personal liability of partners could arise only in relation to their own wrongful act or omission. In the absence of such pleadings, the joinder of the partners could not be justified.

Conclusion: The partners were wrongly impleaded and their deletion from the array of defendants was warranted.

Issue (iii): Whether the plaintiff was entitled to decree in the summary suit.

Analysis: The defendants did not raise any timely dispute to the invoices, the defence disclosed no bona fide triable issue, and the liability under the written invoice contract remained uncontroverted. The suit was therefore fit for summary disposal on the basis of the admitted documentary record.

Conclusion: The summons for judgment was made absolute and the suit was decreed with interest.

Final Conclusion: The proceedings were disposed of by rejecting the territorial jurisdiction challenge, removing the partner-defendants from the suit, and decreeing the claim against the limited liability partnership with interest.

Ratio Decidendi: An exclusive jurisdiction clause cannot be invoked unless the dispute to which it applies has actually arisen, and in a claim founded on invoices against a limited liability partnership, personal liability of partners cannot be fastened absent a pleaded wrongful act or omission attributable to them.

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