TaxTMI 
TaxTMI 
2018 (10) TMI 2064
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...., 2008 for transfer of 4178 equity shares of the applicant/defendant in favour of the plaintiff in reference to the Employees Stock Option (ESOP) Scheme, 2008 issued by the applicant/defendant and in the alternative for recovery of compensation of Rs.4,38,69,000/-. 3. The counsel for the applicant/defendant has urged three grounds for rejection of the plaint. Firstly, it is contended that the plaintiff has invoked the territorial jurisdiction of this Court by pleading in para 34 of the plaint that the registered office of the applicant/defendant company is situated within the jurisdiction of this Court. It is argued that though it is not disputed that the registered office of the plaintiff is situated within the territorial jurisdiction ....
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....l for the applicant/defendant, whether the plaintiff, anywhere in the plaint has admitted that he was employed at Noida or that the entire cause of action had accrued at Noida. 6. The counsel for the applicant/defendant replies in the negative. 7. I have next enquired from the counsel for the applicant/defendant, whether the Letter of Appointment of the plaintiff by the applicant/defendant provides for the plaintiff to be posted at Noida. 8. The answer is again in the negative. 9. A perusal of the Letter of Appointment and the Letter of Termination of the plaintiff shows the same to be giving the address of the registered office as well as Noida office of the applicant/defendant and do not show as to from which office they have ....
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....vides for exclusive jurisdiction of the Courts at Delhi. It is thus not as if the Courts at Delhi have no jurisdiction for it to be said that the parties could not by contract have vested jurisdiction in the Courts at Delhi. A suit against the defendant, in relation to the shares of the defendant company, can always be maintained in a Court within whose jurisdiction the registered office is situated and the cause of action for such a suit would also arise at such a place and the agreement qua territorial jurisdiction contained in ESOP Scheme, 2008 is merely limiting the territorial jurisdiction to one of the Courts out of several which may have had jurisdiction to entertain the suit. 12. Thus, no merit is found in the ground taken of lac....
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....lia (2018) 6 SCC 733 though in relation to suits for specific performance of agreement of sale of immoveable property but unequivocally holding that the causes of action for a suit for permanent injunction and a suit for specific performance are distinct and institution of a suit for permanent injunction does not bar a subsequent suit for specific performance. In view of the same, the need to go into the other issues, on account whereof also no merit is found in the said ground viz. of the earlier suit still pending, the application under Order II Rule 2 of the CPC still pending, etc., is not felt. 17. There is thus no merit in the second ground urged also for rejection of the plaint. 18. The last contention of the counsel for the app....
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....curable. 22. Be that as it may, it has further been enquired from the counsel for the applicant/defendant as to under which clause of Section 2(c) defining 'commercial dispute' of the Commercial Courts Act, the present suit falls. 23. The counsel for the applicant/defendant draws attention to clause (xii) of Section 2(c) of the Commercial Courts Act which makes a dispute arising out of a shareholders agreement, a commercial dispute. It is argued that an agreement for purchase of shares qualifies as a shareholder agreement. 24. I am unable to agree. A shareholder agreement denotes an agreement whereunder all shareholders or a shareholder of the company agree on the management of the company. ESOP Scheme, 2008 is merely an option ava....