A single judge bench of Justice C Hari Shankar today rejected digital media platform MX Player’s (MXP) prayer to restrain TVF from “selling, licensing, exploiting or assigning rights” against the shows developed by TVF titled ‘Immature Season 2’, ‘Aspirants Season 1’ (UPSC Season 1) and ‘Flames Season 3’, to any other market player.
MX Player claimed exclusive rights on the 3 shows allegedly under an agreement signed in March 2020, in pursuance of which it said it had paid TVF’s parent company, Contagious Online Media Network Private Ltd, a sum of $ 310,000 as advance consideration.
MXP also prayed for the sum, alongwith 18% interest per annum from the date of receipt of the payment to the date of delivery of the said programmes, to be deposited into an escrow account and for TVF to be restrained from alienating its assets until the disposal of arbitration on the dispute.
The bone of contention in the dispute was that the main agreement was said to not have been signed at all by MXP, despite repeated requests by TVF – with the platform claiming that it could not do so as the Singapore office of its parent company, MX Media and Entertainment Pvt Ltd – where the company is located and incorporated – was shut due to Covid-19.
In this regard, the Court noted that as far back as on Mar 18, 2020, TVF had forwarded a signed contract to MXP, however, till date MXP had not condescended to return the said contract, duly signed. Importantly, the Court also delved into the question whether there was consensus ad idem at all in the first place for MXP to claim the existence of an agreement between the parties.
Referring to a host of e-mails exchanged between the parties, the court said that it was clear that MXP was unwilling to abide by the covenants contained in the original agreement and that despite repeated requests by TVF made in several e-mails, to send back the Agreement, duly signed, MXP had not done so.
Rejecting MXP’s plea, Justice Hari Shankar said, “In my view, the petitioner (MXP) is, for reasons unknown, seeking to breathe life into a dead body.” MXP was represented by Sr. Adv. Amit Sibal who submitted that the law does not require a contract, to be enforceable, to be signed by both parties.
However, rejecting the contention, the court said that the principle has no application in the facts of the present case, as the issue “is not one of want of signatures of both parties, but want of consensus regarding the Agreement.”
Justice Shankar went on to elucidate, stating that, “As a general proposition of law, it cannot be gainsaid that a contract, even if not signed by both parties, may be enforceable, provided consensus ad idem, regarding the terms of the contract, exists, and the parties have acted in accordance with the contract, thereby evincing the intent to be bound by the covenants thereof. Neither of these requirements is, unfortunately for the petitioner, met in the present case. Clearly, there is no consensus ad idem between the petitioner and the respondent. Nor can it be said that the petitioner and the respondent had acted on the basis of the contract.”
MXP was represented by Sr. Adv. Amit Sibal, whereas TVF was represented by Sr. Adv. Jayant Mehta.