Arun K.Mukherjea, J. - (1.) This appeal is from a judgment and order dated June 14, 1962 passed by Ray, J. by which Ray, j. dismissed an application of the appellant for revocation of leave under Clause 12 of the Letters Patent which had been granted to the plaintiff in the instant suit. The facts of the case are briefly as follows.
(2.) The appellant is u private limited company with its registered office at Bombay and if* a producer of cinematographic films and motion pictures. The appellant produced u film called "Mughal-E-Azam". On or about June 19, 1959 there was an agreement in writing by and between the appellant and a firm named Messrs. Chitrabani by which the appellant appointed the said Messrs, Chitrabani as the sole distributor of the said film for a territory which is known to the film trade as Bombay circuit. Under that agreement the said Messrs. Chitrabani were given license for sole and exclusive exhibition, distribution and exploitation of the picture in the said Bombay circuit. Messrs. Chitrabani (described as "distributors' in the said agreement) agreed to give to the appellant who has been described as "principals" in the agreement. as and by way ol minimum guarantee of business on that picture, a sum of Rs. 16,00,000. Thai, sum was to be paid in Bombay in the following manner: (a) Rs. 5 lacs was to be paid on or before the execution of the agreement; (b) Rs. 2 lacs within 45 days of the signing of the agreement; (c) Rs. 2 lacs within 7 days of the censor of the picture; (d) Rs. 7 lacs against delivery in Bombay of certain prints of the picture in accordance with a schedule attached to the agreement. This sum was to be paid within 15 days from the date of call for the amount by the principals to the distributors at their Bombay address. It was further agreed that payment in time of the aforesaid amounts and the delivery oi: prints mentioned in Schedule A to the agreement within six months from the date of the agreement were to be the essence of the agreement. It was further agreed that the distributors were to take delivery of the prints within 15 days from the date of a written intimation given to that: effect by the principals. In the event of the failure of the distributors to take delivery of the prints within the stipulated time the principals were to be at liberty to give the distribution, exploitation, and exhibition rights of the picture to other parties and in that event the principals were to be entitled to adjust monies paid to them by the same distributors to the extent of recouping the principals' losses and damages. The principals agreed to do pre-release publicity upto Rs. 2 lacs at their own cost. It was further agreed that the exploitation income derived by the distributors in the business done cm the aforesaid picture was to be utilised in the following manner: (a) towards the recoupment of the payment of the minimum guarantee of Rs. 16 lacs; (b) after recouping the aforesaid sum the distributors were to adjust a total commission of 15 per cent on the income received in respect of the minimum guarantee of Rs. 18 lacs, that is to say, the distributors were to appropriate a total sum of Rs. 1.6 lacs plus Rs. 2,70,000 as commission; (c) after adjusting the aforesaid amount of Rs. 18,70,000 and the cost of any extra prints taken by the distributors over and above the stipulated prints free of cost, the balance of the income was to be shared at the rate of 25 per cent as their commission and 75 per cent was to be paid to the principals as their share of the income. This was to be held in trust by the distributors and paid on or before the 25th of every following calendar month. The distributors agreed not to sell the picture in any part or parts of the contracted territory without the prior written consent of the principals. The distributors also undertook not to exhibit or exploit the said picture directly or indirectly outside the contracted territory and it was agreed that in the event of breach in this connection the distributors were to be liable to damages and the agreement liable to cancellation at the exclusive option of the principals. Under the agreement the distributors were to keep and maintain separate and regular up-to-date books of accounts of the distribution, exhibition and exploitation of the said picture and publicity thereof. The books and records were to remain open to inspection of the principals on presentation of a written notice. The agreement also provided for various other arrangements for the practical implementation of the agreement. Finally the agreement contained a clause in the following terms: "That the agreement having been entered into in Bombay, and as all payments have to be made at Bombay and the delivery of the prints and the papers, censor certificates having to be delivered at Bombay, it is actually agreed between the parties that this agreement shall be construed and interpreted as pertaining to the laws of the Bombay State and the greater Bombay courts alone will have jurisdiction in the event of any dispute between the parties hereto arising out: of this agreement."
(3.) The appellant alleges that the defendant 1, that is to say, Messrs. Chitrabani, the distributors, committed diverse breaches of the agreement dated June 19, 1959 as a result whereof the appellant by a letter dated August 10, 1961 addressed to Messrs. Chitrabani by its solicitor terminated that agreement and called upon Messrs. Chitrabani to return the prints and publicity materials in respect of the said film, to cease exhibiting, distributing and exploiting the said picture any further, to give complete account: of the exhibition of the picture by the defendant No. 1 and to pay to the appellant the amount due as its share of realisations already made by Messrs. Chitrabani. Messrs Chitrabani denied their liabilities and obligations to the appellant under the contract dated June 19, 1959 ana refused to comply with the requisitions contained in the letter of August 10, 1961. Immediately after this, there were certain negotiations for amicable settlement of the disputes between the parties. These negotiations, however, failed. The negotiations for settlement took place in Bombay in which it appears one Sm. Sushila Debi Rampuria who is the plaintiff in the instant suit took a prominent part. Sm. Sushila Debi Rampuria is alleged to be the sister of Madanlal Kothari, a partner of Merrs. Chitrabani. When the negotiations failed Messrs. Chitrabani instituted a suit in the Bombay High Court against the appellant as well as against Messrs. Cine Enterprises and Golcha Properties Private Ltd. which is a Bombay company and which happens to be the lessee in respect of a picture theatre at Maratha Mandir where the film "Mughal-E-Azam" had been released for exhibition. In this suit filed in Bombay, being suit No. 16 of 1962 (Messrs. Chitrabani v. Sterling Investment Corporation Private Ltd.) Messrs. Chitrabani asked for a declaration that it was entitled to all the rights under the agreement dated June 19, 1959 and was entitled to keep, maintain and exploit the prints and publicity materials of the said picture. By an interim order made in that suit by the Bombay High Court the appellant was restrained from interfering with the rights of Messrs. Chitrabani under the agreement dated June 19, 1959.;