By S&S Co. Advocates & Solicitors · Published 8 September 2026 · Informational content, not legal advice: see our disclaimer
Why a Jurisdiction Clause Matters
A jurisdiction clause in a commercial contract determines which court, among potentially several courts that could otherwise have jurisdiction over a dispute, the parties agree will actually hear it. In a country as large as India, with commercial parties frequently headquartered in different cities or states, a clear jurisdiction clause avoids costly threshold disputes over where a suit can properly be filed.
Exclusive vs Non-Exclusive Clauses
An exclusive jurisdiction clause designates one specific court as the only forum where disputes may be litigated, ousting other courts that might otherwise have had jurisdiction under the ordinary rules of the Code of Civil Procedure. A non-exclusive jurisdiction clause, by contrast, simply confirms that a specified court has jurisdiction without excluding other courts that independently qualify: leaving a plaintiff with a choice of forum among those courts.
Indian courts have consistently upheld exclusive jurisdiction clauses between commercial parties, on the reasoning that where two or more courts each independently have jurisdiction over a dispute under the CPC, parties are free to agree by contract to confine themselves to just one of those courts. This does not offend Section 28 of the Indian Contract Act, which only bars an agreement that ousts the jurisdiction of courts altogether, not one that simply chooses between courts that otherwise have jurisdiction.
How Strictly Are Jurisdiction Clauses Enforced?
Once a contract contains a valid exclusive jurisdiction clause, courts have generally declined to entertain forum non conveniens arguments from a party trying to litigate elsewhere for its own convenience, holding that the very purpose of such a clause is to provide certainty and to prevent precisely this kind of post-dispute argument. This applies with particular force in disputes between commercial entities of comparable bargaining power.
Drafting Guidance
A jurisdiction clause should identify the chosen court with precision, including the specific city or, where relevant, the specific court complex. And should state clearly whether the clause is intended to be exclusive or non-exclusive, since ambiguous language on this point is itself a common source of litigation. For cross-border contracts, businesses should also consider whether an anti-suit injunction remedy or arbitration clause might better serve their needs than a bare jurisdiction clause.
Frequently Asked Questions
Is an exclusive jurisdiction clause enforceable even if only one of the parties finds it inconvenient later?
Yes. Indian courts generally hold commercial parties strictly to a freely negotiated exclusive jurisdiction clause, and inconvenience alone is not treated as sufficient reason to depart from it.
Does a jurisdiction clause violate Section 28 of the Contract Act, which bars ousting court jurisdiction?
No, provided it simply chooses between two or more courts that would each independently have jurisdiction under the CPC: Section 28 only bars a clause that tries to oust court jurisdiction altogether.
What is the difference between an exclusive and non-exclusive jurisdiction clause?
An exclusive clause confines disputes to one designated court only; a non-exclusive clause confirms that court's jurisdiction without excluding other courts that would also independently qualify.
Should a jurisdiction clause specify the exact city and court complex?
Yes: precision reduces the risk of disputes over which specific court within a jurisdiction the clause was intended to designate.
References & Further Reading
This article references the following statutory provisions. Readers should always verify current rules, fees and timelines against the applicable statute and rules as amended, since these are revised from time to time.
- The Indian Contract Act, 1872, Section 28 (Agreements in restraint of legal proceedings) and the exception permitting selection among courts that otherwise have jurisdiction.
- The Code of Civil Procedure, 1908, Sections 16-20 on the ordinary rules for determining territorial jurisdiction of civil courts.