Registered Office Is Not a Passport to Forum- A Critical Analysis of Metro Brands Limited v. Met Brands Private Limited

 I.  Introduction: The Question Presented

At its narrowest, this order answers a procedural question; at its widest, it restates one of the most litigated principles in Indian intellectual-property practice — the limits of a rights-holder's freedom to choose its forum. The plaintiff, Metro Brands Limited, sought leave under Clause 14 of the Bombay High Court's Letters Patent to join, in a single suit before the Bombay High Court, two causes of action: infringement of its registered trade mark METRO / METBRANDS (invoking this Court's jurisdiction through Section 134 of the Trade Marks Act, 1999), and passing off, which — on the plaintiff's own pleading — was occurring entirely within the State of Kerala, beyond this Court's territorial reach. Gauri Godse, J. dismissed the leave petition, leaving the plaintiff at liberty to sue in accordance with law.

II.  The Dispute and the Parties

Metro Brands Limited is a company incorporated under the Companies Act, 1956, with its registered office at Kurla (West), Mumbai — within Bomby High Court's jurisdiction. On its pleadings, as of December 2024 it operated 895 stores across 203 cities in 31 States and Union Territories, of which 18 METRO stores are located in the State of Kerala. It claims proprietorship of its house mark METRO BRAND. The defendant, Met Brands Private Limited, is a Kerala-based entity carrying on the business of designing, manufacturing and distributing clothing, headgear and footwear under the name METBRANDS / METBRANDS SHOES & BAGS, alleged to be identical to the plaintiff's registered mark and therefore infringing.

The plaintiff invoked Section 134 of the Trade Marks Act to found jurisdiction over the infringement claim in Mumbai. Because the claim for passing off, unfair competition and damages arose in Kerala — outside this Court's jurisdiction — the plaintiff sought leave under Clause 14 of the Letters Patent to join that cause of action to the infringement claim, so that a single composite suit could proceed in Bombay.

III.  The Precedential Framework As the Court Received It

The order's analysis moves through five authorities, all pressed by counsel.

Food Corporation of India v. Evdomen Corporation, (1999) 2 SCC 446; AIR 1999 SC 2352

The Apex Court held that, by force of Section 120 CPC, Sections 16, 17 and 20 CPC do not apply to the High Court in the exercise of its ordinary original civil jurisdiction. The jurisdiction of the Bombay High Court to entertain such a suit is instead governed by Clause 12 of the Letters Patent — under which a place where the defendant carries on business at the commencement of the suit is a place where the Court has jurisdiction.

Indian Performing Rights Society Ltd. v. Sanjay Dalia, (2015) 10 SCC 161; AIR 2015 SC 3479

Interpreting Section 62 of the Copyright Act, 1957 and Section 134(2) of the Trade Marks Act, the Court held that: (i) the phrase “notwithstanding anything contained in the CPC” does not oust Section 20 CPC — it adds a remedy allowing the plaintiff to sue where it resides or carries on business; (ii) “corporation” in the Explanation to Section 20 includes companies under the Companies Act, whose controlling power is generally exercised at the registered office, making it the principal place of business; (iii) the provision exists for the convenience of the plaintiff, but cannot be read to authorise a suit at a place other than where the plaintiff ordinarily resides or has its principal office and where the cause of action has also, wholly or in part, arisen; and (iv) Section 134(2) applies to clauses (a) and (b) of Section 134(1), so a suit in respect of passing off under clause (c) continues to be governed by Section 20 CPC.

Jagdish Gopal Kamath v. Lime and Chilli Hospitality Services P. Ltd., 2013 (4) Mah. L.J. 371

Bombay High Court summarised the principles governing Clause 14 leave: (i) the grant of leave is discretionary; (ii) the primary consideration is avoiding multiplicity of litigation; (iii) absent proven mala fides or hardship, the argument that leave will drag the defendant to an inconvenient forum is fallacious; (iv) leave may be declined for undue hardship or similar grounds; (v) leave may be declined where the suit is, on its face, not maintainable and is an abuse of process; and (vi) the inquiry into entitlement to leave must be minimal, so as not to prejudice the parties at the interim or trial stage.

Manugraph India Ltd. v. Simarq Technologies Pvt. Ltd., 2016 SCC OnLine Bom 5334; (2016) 6 Bom CR

Bombay High Court applying Sanjay Dalia, distilled the position: (a) a plaintiff may always sue where it lives, works for gain or carries on business — for a company, its principal or registered office — irrespective of where the defendant or the cause of action is; (b) where the plaintiff has multiple offices, it must choose between Section 134(2)/62(2) (where it resides) and Section 20 CPC (where the defendant resides or the cause of action arose); and (c) the abuse to be prevented is a plaintiff abandoning both its registered-office situs and its Section 20 options to sue at a remote satellite office with “absolutely nothing else” — the “Port Blair” illustration, where a plaintiff based in Mumbai with a defendant and cause of action in Delhi may sue in Mumbai or Delhi, but not in Port Blair merely because it keeps a branch there.

Prince Pipes & Fittings Ltd. v. Shree Sai Plast Pvt. Ltd., 2024:BHC-OS:4767

This Court dismissed a defendant's application for return of plaint, holding that the principal place of business need not always be equated with the registered office — it is the place from which the company controls its business activities. There, the registered office was in Goa but the business was controlled from Mumbai, so this Court had jurisdiction.

IV.  The Court's Reasoning and Conclusion

The Court found a decisive gap in the plaintiff's pleadings: beyond averring that its registered address lay within this Court's jurisdiction, the plaintiff nowhere pleaded that its principal place of business — the place from which it controls all its activities — was within this Court's jurisdiction. On the plaintiff's own case, it operated 18 stores in Kerala and the cause of action for passing off had arisen there. Applying Sanjay Dalia and Manugraph, the Court reasoned that where a plaintiff has multiple offices it may sue either under Section 134(2) where it resides, or under Section 20 CPC where the defendant resides or the cause of action arose. The prayer for passing off, however, had to satisfy Clause 12 of the Letters Patent, which grants jurisdiction only where the cause of action arises or the defendant resides or carries on business — and neither contingency was satisfied in Bombay.

Because both reliefs — infringement and passing off — could be sued upon together in Kerala, where the cause of action had arisen and the defendant carried on business, the Court held there was no genuine multiplicity of proceedings to avoid; the plaintiff simply had a choice of forum. The balance of convenience — witnesses, documents, transactions and evidence — lay in Kerala, where the plaintiff itself ran 18 stores, while the defendant claimed to be a small entity with no nexus to Bombay. Holding that the optional forum chosen was not justifiable, and that leave under Clause 14 is not an empty formality but a discretionary power, the Court dismissed the petition.

V.  What the Court Got Right

On the merits of the jurisdictional question, the order is difficult to fault, and three features deserve endorsement.

1.  A faithful application of Sanjay Dalia and the Manugraph gloss

The Court correctly extracted the ratio of Sanjay Dalia — that Section 134(2)/62(2) create an additional, plaintiff-convenience forum anchored to the registered office or principal place of business, which cannot be stretched to drag a defendant to a forum bearing no nexus to either party or the cause of action. Its reliance on illustration (d) of Manugraph — the Port Blair hypothetical — was apt: Mumbai was Metro's registered office, but neither the defendant nor the passing-off cause of action touched it. The Metro–Kerala relationship is, if anything, a cleaner case than Port Blair, because the plaintiff was not even at a bare satellite office — it actively ran 18 stores in the very State where the cause of action arose.

2.  Separating “registered office” from “principal place of business”

The Court's insistence — traceable to Shree Sai Plast — that the registered office is not automatically the principal place of business is doctrinally correct and increasingly important for pan-India retail chains whose corporate control and physical trade are geographically dispersed. It is worth adding what the order does not spell out: the very presumption in Sanjay Dalia that a company's controlling power is “generally” exercised at its registered office is a rebuttable one, and Shree Sai Plast is authority that the presumption can cut the other way. The plaintiff's failure to plead control therefore left the presumption unengaged rather than merely unproven — a point I return to in critique.

3.  A realistic forum-convenience assessment

The finding that Kerala was the more convenient forum — witnesses, evidence and the defendant's business all situated there, with the plaintiff itself operating 18 stores in the State — is a sound application of the Jagdish Kamath “avoid multiplicity” test. Because Metro had an equally effective single forum (Kerala) for both reliefs, the anti-multiplicity rationale actually pointed away from Bombay, not toward it.

VI.  The Missing Keystone: Dabur India and the Composite-Suit Doctrine

The order's most striking omission is that it never cites the one Supreme Court decision squarely on the composite-suit question it was deciding. In Dabur India Ltd. v. K.R. Industries, (2008) 10 SCC 595; AIR 2008 SC 3123, the Supreme Court held that a composite suit joining a statutory infringement claim with a common-law passing-off claim is maintainable only in a court that independently possesses territorial jurisdiction over both causes of action. A court cannot assume jurisdiction over one cause merely because another cause, over which it does have jurisdiction, has been clubbed with it. Where the passing-off cause of action arises elsewhere, the plaint must be returned qua that relief.

Dabur built on Dhodha House v. S.K. Maingi, (2006) 9 SCC 41; AIR 2006 SC 730, where the Supreme Court had already held that the additional forum under Section 62(2)/134(2) may be resorted to only if both causes of action arise within the jurisdiction of a court that otherwise has jurisdiction to decide all the issues. Taken together, Dhodha House and Dabur furnish a higher and more direct foundation for dismissing Metro's leave petition than the Clause 12 / Section 20 route the Court actually travelled: the composite suit as framed simply could not lie in Bombay, because Bombay lacked independent jurisdiction over the passing-off limb. Clause 14 leave cannot manufacture a jurisdiction that Dabur says the Court does not have.

The counterpoint deserves acknowledgment for completeness. In Carlsberg Breweries A/S v. Som Distilleries and Breweries Ltd., 2018 SCC OnLine Del 12912; AIR 2019 Delhi 23 (Special Bench of five Judges), the Delhi High Court, overruling Mohan Lal, held that a composite suit for infringement and passing off is maintainable under Order II Rule 3 CPC where the two claims arise from the same transaction against the same defendant. But Carlsberg does not disturb Dabur on jurisdiction — it addresses joinder of causes, not the conferral of territorial competence. The Carlsberg door opens only after the Dabur threshold — a single court competent over both causes — is crossed. In Metro's case, that threshold was never met, so Carlsberg offers the plaintiff no refuge.

VII.  Cross-High-Court Concordance: The Delhi Position

The Bombay conclusion is not limited in scope; it aligns with the Delhi High Court's leading treatment of the same problem. In Ultra Home Construction Pvt. Ltd. v. Purushottam Kumar Chaubey, 2016 SCC OnLine Del 376 (Division Bench), the Court mapped Sanjay Dalia onto four situations. Where the plaintiff has a principal office at A and a subordinate office at B, and the cause of action arises at B, the plaintiff may sue only at B — it cannot fall back on Section 134(2) to sue at A.

Metro Brands maps precisely onto Ultra Home's Situation 3: principal office at A (Mumbai), a substantial subordinate presence at B (18 stores in Kerala), and the passing-off cause of action arising at B (Kerala). On the Delhi Division Bench's own framework, the suit lies in Kerala and nowhere else for that relief. That two High Courts — proceeding through different procedural gateways (Delhi via Sections 20/134 directly; Bombay via Clause 12 of the Letters Patent) — reach an identical destination is a strong signal that the destination is correct. It is also worth noting that Burger King Corporation v. Techchand Shewakramani, 2018 SCC OnLine Del 10361 reaffirms that Section 134 and Section 62 operate in addition to, and not in derogation of, Section 20 CPC — precisely the additional-forum logic the Bombay Court applied.

VIII.  Points of Critical Scrutiny

1.  A pleading gap treated as a substantive jurisdictional finding

The dismissal turns, in large part, on the plaintiff's failure to specifically aver that Mumbai was the seat of actual corporate control. But whether a company of Metro's scale in fact exercises centralised control from a Mumbai head office is a question of fact, and the Court decided it against the plaintiff on the pleadings rather than on evidence. Shree Sai Plast — the very decision on which this reasoning rests — was itself an inquiry into where control was actually exercised. Penalising a pleading omission at the Clause 14 threshold sits in some tension with Jagdish Kamath's own instruction that the inquiry be “minimal.” The gap is real and the plaintiff drafted carelessly; but a court alert to substance might have flagged the deficiency and left it to be cured, rather than treating silence as proof of absence.

2.  The bifurcation the order reintroduces

Sanjay Dalia was fashioned, on its own terms, for the convenience of the plaintiff. The practical effect of this order is that Metro may still pursue infringement in Mumbai under Section 134(2) alone, while passing off must go to Kerala — reviving precisely the fragmentation the additional-forum provisions were meant to spare IP owners. The Court answers this in paragraph 20: because both reliefs can be brought together in Kerala, there is no multiplicity. That is a fair answer, but not an unassailable one — it presumes a pan-India rights-holder is content to litigate a national trade-mark right in a single regional forum, which is itself a form of the very inconvenience Sanjay Dalia sought to reduce.

3.  Discretion narrowing into a rule

Clause 14 leave is repeatedly described as discretionary, yet the operative reasoning reads as near-mechanical: because Kerala satisfies Section 20 for both causes, leave is refused. This risks flattening a discretionary standard into a rigid “alternative adequate forum” rule reminiscent of forum non conveniens — arguably a more expansive comparative exercise than the “minimal inquiry” the Court professes to conduct. The critique is not that the result is wrong, but that the reasoning proves more than the doctrine strictly permits.

4.  The “small entity” characterisation taken at face value

The Court accepts the defendant's self-description as a “smaller Kerala-based entity” facing hardship, without independent scrutiny of its scale, turnover or online footprint. In an era where trade-mark infringement is frequently transacted through e-commerce whose reach transcends physical geography, a purely territory-based hardship analysis is an increasingly blunt instrument for testing “convenience” — particularly for a mark deployed in retail branding. Hardship remains, in any event, expressly “not the sole criterion,” and the order's own weighting of it is comparatively generous to the defendant.

5.  A note on the academic critique of the post-Sanjay Dalia line

For balance, it should be recorded that commentators have argued the High Court decisions applying Sanjay Dalia — Ultra Home prominent among them — have at times over-narrowed the plaintiff-friendly jurisdiction the Supreme Court intended, by treating a subordinate office at the situs of the cause of action as ousting the registered-office forum even where the statute's text does not compel that result. A plaintiff of Metro's standing could legitimately mobilise this critique on appeal, arguing that its Kerala stores are ordinary retail outlets, not a jurisdiction-defeating “subordinate office” of the Ultra Home kind.

6.  Merits appropriately left untouched

Finally, and correctly, the order says nothing about the prima facie strength of Metro's case — the phonetic and visual proximity of METRO and METBRANDS, the house-mark question, or deceptive similarity. As a leave petition confined to a jurisdictional threshold, restraint on the merits is a virtue, leaving those questions for the Kerala forum to assess afresh.

IX.  Conclusion and Appellate Exposure

The judgment is a doctrinally disciplined and correctly reasoned application of Sanjay Dalia, Manugraph and Shree Sai Plast. Its core holding — that a bare registered-office location, absent pleaded or proven control, cannot anchor an unrelated passing-off cause of action with zero nexus to that forum — is legally sound and consistent with settled precedent, and would have been unimprovable had it been buttressed by Dhodha House and Dabur India, which speak directly to the composite-suit question and place the result beyond argument.

Its principal vulnerabilities are two: it treats a pleading gap as dispositive of a substantive jurisdictional fact (the actual situs of control), and it conducts a forum-convenience analysis that reads more expansively than the “minimal inquiry” standard it invokes. For a rights-holder of Metro's scale, the practical outcome is fragmented litigation — an outcome in mild tension with the convenience-oriented purpose Sanjay Dalia was designed to serve, even if formally consistent with its text.

On appellate exposure: findings of this kind — default-forum determinations on mixed questions of fact and discretion — ordinarily attract deference. The realistic avenue for the plaintiff is not to attack the discretion but to cure the pleading: to amend and specifically aver Mumbai as the seat of actual business control, supported by evidence, thereby engaging the Sanjay Dalia presumption that Shree Sai Plast confirms is rebuttable in either direction. Whether that would ultimately overcome Dabur — which requires the Bombay forum to be independently competent over the passing-off limb — is doubtful. On the present record, the order is right, and it is right for reasons even stronger than those it gives.