In Shakeel Qureshi & Ors. v. Rashid Qureshi & Ors., FAO(OS)(COMM) 282/2026, pronounced on 27 October 2026, a Division Bench of the Delhi High Court dismissed the appeal against a single judge's order of 6 October 2026 returning a commercial plaint for want of territorial jurisdiction. The dispute concerned the transfer of shares in a family food-industries company governed by a 2022 Memorandum of Understanding. The judgment confirms, at appellate level, a proposition that decides many jurisdiction battles in commercial suits: a plaintiff who builds the cause of action on a contract cannot draft his way out of the forum that contract selects.
A family shareholding and a contested transfer
The plaintiffs and one of the defendants belong to a family group that holds half the shares in a private food-industries company under a Memorandum of Understanding dated 12 December 2022. When a group member proposed transferring 1,45,833 shares to a person outside the group, the plaintiffs gave conditional consent on 20 January 2026: the shares were not to travel onward to anyone outside the group without unanimous written consent. They alleged the condition was promptly breached — bids were invited, and a highest bidder was declared at Rs 216 per share on 26 June 2026. Their CS(COMM) in the Delhi High Court sought declarations of invalidity, an injunction, and specific performance.
The jurisdiction objection
The contesting defendant objected under Order VII Rule 10 CPC, pointing to Clauses 9(f) and 10 of the MoU, which select the courts at Bareilly — where the MoU was also signed. The single judge returned the plaint on 6 October 2026, and the Division Bench has now affirmed.
The appellate reasoning proceeds in familiar steps, each worth noting for drafting practice. First, an exclusive jurisdiction clause is enforceable if the chosen court otherwise possesses territorial jurisdiction — a condition satisfied at Bareilly. Second, a dispute "arising out of or relating to" the MoU falls within such a clause, and plaintiffs cannot escape it by the way the plaint is drafted or by the choice of defendants arrayed. Third, under Section 20 CPC the plaintiffs had to establish Delhi\'s jurisdiction independently, and could not: the contesting defendant did not reside in Delhi and no material part of the cause of action arose there. A co-defendant\'s Delhi residence did not displace the agreed forum. Fourth — and most pointedly — the doctrine of approbation and reprobation barred the plaintiffs from suing on the MoU\'s rights while rejecting its forum clause. Their conditional consent letter contained no jurisdiction clause of its own, and two other Delhi suits between the parties established nothing, territorial jurisdiction never having been decided in them.
What was left open
The Bench confined itself to venue. It expressed no view on the merits of the transfer, the bidding, or the MoU\'s arbitration mechanism, and it preserved the plaintiffs\' remedies at Bareilly — including the shelter of Section 14 of the Limitation Act, which can exclude time spent prosecuting proceedings in good faith before a court lacking jurisdiction. A returned plaint, in other words, is a detour rather than a defeat, provided limitation is managed with care.
Drafting and strategy lessons
Three lessons follow. For transactional drafters: a forum clause in a family or shareholder MoU will be read as meaning what it says, so choose the forum deliberately at signing, not by litigation afterthought. For plaintiffs: before filing a commercial suit in Delhi on a contract with a foreign forum clause, test the Section 20 CPC foundations independently — residence of the contesting defendant and the situs of the material cause of action — because artful pleading will not supply what the statute requires. For defendants: an Order VII Rule 10 objection taken early, before the merits are joined, remains the cleanest exit from an inconvenient forum, and this judgment confirms that the Division Bench will protect that exit on appeal.
Frequently Asked Questions
What was the suit about?
Members of a family group holding 50% of a private company's shares under an MoU of 12 December 2022 challenged a proposed transfer of 1,45,833 shares to an outsider. They had given conditional consent requiring an undertaking against onward transfer without unanimous written consent, alleged the condition was breached when bids were invited, and sought declarations that the transfers and bidding were void, an injunction, and specific performance.
Why was the plaint returned?
Clauses 9(f) and 10 of the MoU, read together, pointed to the courts at Bareilly, where the MoU was also signed. Parties may agree on exclusive jurisdiction if the chosen court otherwise has it. Under Section 20 CPC the plaintiffs could not show jurisdiction in Delhi: the contesting defendant did not reside there and no material part of the cause of action arose there. One defendant's Delhi residence could not override the forum the plaintiffs had themselves agreed to.
What is the approbation and reprobation point?
The plaintiffs relied on the MoU for their substantive rights — the 50% shareholding, the consent requirement, the undertaking — while simultaneously disowning its forum clause. The Division Bench held that a party cannot accept a document's benefits and reject its burdens; the doctrine applied against the plaintiffs, while the defendants' reliance on the clause raised no such problem.
Is the dispute over?
No — only the venue is settled. The Court expressly confined itself to territorial jurisdiction, made no observations on the merits or on the MoU's arbitration mechanism, and noted the plaintiffs may pursue remedies at Bareilly, including any benefit of Section 14 of the Limitation Act for time spent litigating in Delhi.