Stoughton Street Tech Labs Pvt. Ltd. v. Godlike Esports Pvt. Ltd.

16 The Plaintiff has then dealt with the second alleged breach of the Collaboration Agreement being a reason for termination of the said Agreement. The Plaintiff has stated that the allegation that there was an attempt to approach a member of the Godlike team of Defendant No.1 is misconceived. The Plaintiff has further stated that it is an admitted position that the members of the Defendant No.1’s team had started discussion with the Plaintiff’s competitor as far back as on March, 2022. It is not denied that Defendant No.1’s representative Mr. Chetan Chandgude had asked Mr. Firasat Durani of the Plaintiff to speak directly to Mr. Abhijit Andhare with regard to the offer being made to the team members of Defendant No.1 by a competitor of the Plaintiff. This conversation is captured in the transcript of Whats-App conversation, annexed at page 505 of the Plaintiff’s rejoinder to the affidavit of Defendant No.1. The Defendant No.1 has responded to the conversation by stating that instruction was given on 08.03.2022 and the same did not justify the meetings held subsequently. The Plaintiff has referred to the affidavit of Mr. Firasat Durani of the Plaintiff which is at Exhibit-C to the affidavit in rejoinder to the affidavit of Defendant No.1. Mr. Durani has explained how the parties in question all knew one another for a long time. In the affidavit in rejoinder, Mr. Durani has explained that the meetings took place from March, 2022 onwards in an attempt to convince the members of Godlike team not to succumb to a competitor’s offer. Mr. Durani has stated that once again on 20.03.2022 he was told by Mr. Chetan Chandgude to talk to Mr. Abhijit Andhare. It is in these circumstances that the meeting at Hotel Leela in Mumbai took place which has been adverted to in the said affidavit. The Plaintiff has stated that the discussion which has been itself set out by the Plaintiff as an annexure to the affidavit was not in an attempt to poach any player, but was held in an attempt to convince the members of Godlike Company team not to succumb to the competitors offer. Most importantly, these discussions were held under the instructions of Mr. Chetan Chandgude. The discussions were not held with any members of the Godlike team as alleged but was held with the coach of the team. The Plaintiff has accordingly stated that there is no ground for termination of the Collaboration Agreement made out by the Defendant No.1.

17 The Plaintiff has stated that the Suit has been filed immediately after the purported termination of the Collaboration Agreement and the attempt on the part of Defendant No.1 to contend that the Suit was belatedly filed is misconceived.

18 Mr. Mustafa Doctor, learned Senior Counsel appearing for the Plaintiff has submitted that the Defendant No.1 has taken mutually destructive pleas by on the one hand contending that there is no concluded Agreement between the parties and on the other contending that the Plaintiff is in breach of the terms of the Agreement. He has submitted that the law entitles the Defendants to take mutually inconsistent pleas but it is well settled that this does not entitle a party to take mutually destructive pleas. He has relied on the following judgments: (a) Shiromani Gurdwara Committee v. Jaswant Singh (1996) 11 SCC 690 – paras 1 and 3; (b) Shantabai Nivrutti Doke and others v. Chandrabhaga Haribhau Parandwal and others (2017) SCC Online Bom 5456 – para 7;

(c) Steel Authority of India and Another v. State of West Bengal and Others (2008) 14 Supreme Court Cases 589 – para 28 at page 594; and

(d) Devasahayam (Dead) BY LRS. v. P. Savithramma and

Others (2005) 7 SCC 653 – paras 12 and 29.

19 Mr. Doctor has accordingly submitted that in view of this ground alone, the defence raised by the Defendant to the relief sought for by the Interim Application requires to be struck off.

20 Mr. Doctor has submitted that from the documents on record it is clear that the Collaboration Agreement was executed between the Plaintiff and Defendant No.1 and concluded on 27.12.2021 and is one and the same as the Agreement dated 15.12.2021. The Collaboration Agreement duly executed has been made available as aforementioned to the Defendant No.1 and/or to the Defendant No.2 acting as agent of Defendant No.1. It is no longer open for Defendant No.1 to contend that it had not received the final stamped and executed copies of the Agreements which were sent by the Plaintiff’s Advocate to Defendant No.2 who was admittedly representing Defendant No.1 in respect of matters relating to the execution of the Agreement and which is an admitted fact. The Defendant No.2 was acting as agent of Defendant No.1 and he has in this context placed reliance upon Section 188 of the Contract Act, 1872.

21 Mr. Doctor has also referred to the documents on record including the invoices raised by Defendant No.1 and wherein all this invoices bear the legend are “as per agreement”. Thus, Defendant No.1 was well aware that there was a concluded Agreement/contract between the Plaintiff and Defendant No.1. Mr. Doctor has submitted that Defendant No.1 has admittedly received an aggregate payment of Rs.11,66,40,000/- pursuant to the said invoices set out in Exhibit-NN to the Plaint. Mr. Doctor has accordingly submitted that it is now not open for Defendant No.1 to contend that there was no Agreement between the Plaintiff and Defendant No.1.

22 Mr. Doctor has submitted that the alleged breach which has been referred to in the notice of termination issued on 13.05.2022 is only regarding the Plaintiff attempting to poach a member of the Godlike team of Defendant No.1. This alleged breach is entirely misconceived as can be seen from the conversation between Mr. Firasat Durani of the Plaintiff and Mr. Abhijeet Andhare who is the coach of the Defendant No.1 team. He has submitted that the conversation which is by way of Whats- App conversation shows that it is in fact the Defendant No.1 who had started the discussion with the Plaintiff’s competitor as far back as March, 2022 and it is in this context that the Defendant No.1’s representative Mr. Chetan Chandgude had asked Mr. Firasat Durani of the Plaintiff to speak directly to Mr. Abhijeet Andhare regarding the offer being made to the team members of Defendant No.1 by the competitor of the Plaintiff. The subsequent meeting between Mr. Durani and Mr. Abhijeet Andhare towards the end of March, 2022 was also at the behest of Mr. Chetan Chandgude of Defendant No.1 and in the context of the offer being made to the team members of Defendant No.1 by the competitor of the Plaintiff. From this whatsApp conversation it is clear that there is no attempt by the Plaintiff to poach the member of the Godlike team of Defendant No.1 but was in fact as aforementioned conversation between Mr. Durani of the Plaintiff and Mr. Abhijeet Andhare who was the coach of the team belonging to Defendant No.1 with regard to obviating any attempt being made by Defendant No.1 to accept the offer being made by the competitor of the Plaintiff. This was with an attempt to convince the members of the Godlike Company not to succumb to the competitors offer.

23 Mr. Doctor has in this context has referred to certain clauses in the Collaboration Agreement which are as under:

(i) Definition of Competing Platforms: Clause 1.[1] (vi) – page no. 55 of the Plaint; ““Competing Platforms” shall mean any other live streaming platforms, which exist currently or may arise in the future, that directly complete with Stoughton Street and the Platform, including but not limited to Twitch, Facebook, Facebook Gaming, Rooter, Rooter App, Mx Player, Instagram, Garena LIVE, Booyah, Vidio – Nonton TV & Video, BIGO Live, Cube TV, Nonolive, KEWL, Rheo, Here Live – Tambah & chat di live streaming GRATIS, 17, GO Live, StreamCraft, Afreecatv, Winzo, MPL, TikTok, Nimo TV, etc. as well as any similar platform which has been established or is to be established (subject always to Clause 5.2)”

(ii) Purpose of Collaboration: Clause 2.[1] – page no. 58 of the Plaint; “2.[1] Stoughton Street and GodLike shall collaborate pursuant to the terms of this Agreement more specifically set out in Schedule I for the purpose of: (a) the exclusive collaboration for the streaming of Games or gaming-related content on Loco by the Streamers from the GodLike BGMI Roster and, GodLike FreeFire Roster (as applicable); (b) organizing of tournaments for broadcast on the Stoughton Street Channels wherein the Streamers shall play Games with and against other teams of repute (“Tournaments”). Stoughton Street shall in its solediscretion have all rights to syndicate all content in relation to the Tournaments to third-parties;

(c) creation of non-fiction content pieces for Loco incorporating the Streamers;

(d) the non-exclusive collaboration for procuring brand engagements and other commercially beneficial collaboration for the Streamers, the revenue sharing of which shall be as per the provisions of Schedule I of this Agreement; and (e) other initiatives as set out in detail in Schedule I of this Agreement (together the “Collaboration”)”

(iii) Inclusions in Streaming: Clause 4.[1] and 4.[2] – page nos. 59-60 of the Plaint; “4.[1] GodLike shall ensure that the Streamers stream the Games on the Stoughton Street Channels in a manner provided in this Agreement and as per technical and content specifications and guidelines approved by Stoughton Street from time to time (in accordance with developments in best practices in relation to streaming generally) and such streaming on Stoughton Street Channel shall be exclusive during the Term and the after that till perpetuity (“Streaming”). For further clarification, Streaming shall include the broadcast on any of the Stoughton Street Channels of: (a) such novel content generated after the Effective Date for the purposes of this Agreement by the Streamers, by Stoughton Street of for GodLike (or by a combination of them) (together the “Collaborative Content”), comprising:

(i) Loco Originals;

(ii) exclusive live streams in which the Streamers play or commentate upon the Games (“Live Streaming”);

(iii) broadcasts of the Tournaments;

(iv) social media engagement by the Streamers for Loco as further specified in the provisions of Schedule I herewith;

(v) any other novel content incorporating the Streamers as may be acceptable to Stoughton Street; and

(vi) any rebroadcast of any of the foregoing (i) to (v).

4.[2] GodLike shall ensure that: (a) the Streamers create individual profiles and channels on Loco; (b) the LWH as under Schedule I are achieved;

(c) the Streamers comply with the Content Schedule;

(d) image overlays of Loco are used by Streamers while

Streaming (and such image overlays and technical requirements shall be communicated by Stoughton Street to GodLike, either directly or through Cornerstone, via email from time to time); and (e) only image overlays of GodLike, Stoughton Street and YouTube are used by the Streamers across all platforms (including Competing Platforms) and while Streaming on Stoughton Street Channels, provided however that, while streaming on YouTube, there may be image overlays or any other third-party entities/brands/ products so long as such third parties are not Competing Platforms.”

(iv) Non-Compete – Clause 5.[2] and Clause 5.[3] – page no. 62 of the

Plaint; “5.[2] From the Effective Date, GodLike shall give up, part with, cease and refrain from directly or indirectly streaming/broadcasting the Games on or having any association wit a Competing Platform except as agreed under this Agreement; 5.[3] GodLike or any of its Affiliate(s) shall not, and shall ensure that the Streamers do not, directly or indirectly, either by themselves or in association with or through any person, in any manner whatsoever: (a)endorse, market, advertise, engage with or have any association with any of the Competing Platforms; (b)on their own account or as an agent of any person canvass or solicit for any Competing Platforms; (c)solicit any customers, users, for the purpose of itself of any Competing Platforms; or

(d) solicit, canvas or entice away any employee of

Stoughton Street or its Affiliates.”

(v) Term and Termination – Clause 10.[1] – page no. 66 of the Plaint; “10.[1] This Agreement shall be valid for a period of 25 (twenty-five) months from the Effective Date, subject to successful renegotiation within 13 (thirteen) months from the Effective Date on the Consideration unless this Agreement is terminated either pursuant to the terms of this Agreement (the “Term”). The circumstances enumerated under the provisions of Clause 10.[2] and 10.[3] hereinbelow are each (or cumulatively) referred to as a “Cause”. The Party terminating the Agreement in either case, shall be referred to as the “Terminating Party”. The Party who is not the “Terminating Party” shall be referred to as the “Breaching Party”.” and

(vi) Counterparts – Clause 15.10 – page no. 70 of the Plaint. “15.10 Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement and, if any signature page of the party is delivered by facsimile transmission or by email delivery of a “pdf” format data file, such signature shall be valid and binding on the Parties.”

24 Mr. Doctor has submitted that it is clear from the extracted clauses of the Collaboration Agreement that there were negative covenants contained therein and which restrained the Defendant No.1 including the streamers belonging to the team of Defendant No.1 from in any manner streaming on a competing platform which competing platforms have been defined in Clause 1.[1] (vi) of the Collaboration Agreement. The term and termination have been provided for in Clause 10.[1] of the Collaboration Agreement and though the Agreement is valid for a period of 25 months from the effective date, this would be subject to successful re-negotiation within 13 months from the effective date on the consideration unless the Agreement is terminated either pursuant to the terms of this Agreement or the circumstances enumerated under the provisions of Clauses 10.[2] and 10.[3] which was with regard to the payment of consideration as provided therein and the non-poaching by the Plaintiff of any team member of Defendant No.1. Further, in the event either of the events occurring, the Collaboration Agreement shall stand terminated. Mr. Doctor has submitted that neither of these events enumerated under Clauses 10.[2] and 10.[3] of the Collaboration Agreement have occurred and hence there is no ground for termination of the Collaboration Agreement. Further, the Collaboration Agreement including the negative covenants is required to be specifically enforced and the Defendants restrained from acting contrary to the provisions of the Collaboration Agreement either by directly or indirectly endorsing, marketing, advertising, engaging with or having any association with the competing platforms as defined under Clause 1.[1] of the Collaboration Agreement and from disclosing any confidential information as defined under Clause 9 of the Collaboration Agreement.

25 Mr. Doctor has thereafter dealt with the contentions of Defendant No.3 who has adopted the arguments made by Defendant No.1 and had further contended that Defendant No.3 is not a party to the Collaboration Agreement and that the relief sought in respect of the Collaboration Agreement will have a direct effect on Defendant No.3. Mr. Doctor has submitted that Defendant No.3 has attempted to portray himself as an innocent victim of the dispute between Defendant No.1 and the Plaintiff which is completely misconceived. He has referred to the original Agreement dated 25.08.2021 executed between the Plaintiff and Defendant No.3. He has submitted that it is on the basis of this Agreement that the subsequent Agreements were executed between Defendant No.1 and the Plaintiff. The Tripartite Agreement to which Defendant No.3 is admittedly a party in its recital contains reference to the Collaboration Agreement. Defendant No.3 is therefore completely cognizant of the terms of the Collaboration Agreement and the obligations undertaken by Defendant No.1 in respect of the Godlike team of which Defendant No.3 is a part. Thus, the injunction sought by the Plaintiff against Defendant No.1 is also against its team and accordingly Defendant No.3 is bound by such injunction as a member of the said team.

26 Mr. Doctor has thereafter dealt with the contention of Defendant No.1 and reliance placed on the decisions of this Court as well as of the Supreme Court including the decision of this Court in Jet Airways vs. Mr. Jan Peter Ravi Karnik 2000(4) BCR 487 relied upon on behalf of the Defendant No.1 for contending that Defendant No.1 will be driven to idleness in the event an injunction is granted and that no such relief should be granted to the Plaintiff. Defendant No.1 has also contended that the Plaintiff ought to be denied interim reliefs on account of its conduct. Defendant No.1 has referred to paragraph 9 of the Plaint containing an averment which according to Defendant No.1 was contrary to the provisions of recital D of the Collaboration Agreement. Further, reliance upon the affidavit of Mr. Ashwin Suresh at page 629 of the Plaintiff’s rejoinder to the affidavit of Defendant No.3 has been placed by Defendant No.1 to contend that false statements were made therein. Defendant No.1 has accordingly relied on authorities to the effect that the Plaintiff’s conduct must be blemish-less in order for it to be entitled to interim reliefs.

27 Mr. Doctor has submitted that the contention of the Defendant No.1 as to the Plaintiff’s conduct is completely misconceived. At the most they are a mere distraction and are liable only to be stated to be rejected. He has submitted that the Plaintiff has not made any false statement as alleged by Defendant No.1. In the context of a concluded Agreement, it is irrelevant as to which party originally approached the other. However, a standard recital clause in an Agreement to the effect that the Plaintiff desires to engage into an Agreement with the Defendant which is recital D of the Collaboration Agreement cannot even be suggested to be contrary to an averment that the Defendant had approached the Plaintiff.

28 Mr. Doctor has thereafter dealt with the contention of Defendant No.1 that a false statement was made in the affidavit of Ashwin Suresh. He has submitted that this contention has been made without reading the affidavit in response to which Mr. Ashwin Suresh had made the averments in the said affidavit. The affidavit of Mr. Ashwin Suresh has to be read in the context of the affidavit of Defendant No.1 in regard to allegations of poaching and the affidavit of Mr. Abhijeet Andhare to which he was responding. In the affidavit of Mr. Ashwin Suresh, he has clearly stated that he is making the affidavit in response to the aforementioned affidavits. Since Mr. Abhijeet Andhare had alleged in his affidavit that he had a voice call on whatsApp with Mr. Ashwin Suresh. Mr. Ashwin Suresh has denied that he had any voice call on whatsApp or on any other communication means with Mr. Abhijeet Andhare, the emphasis being on the words “voice call”. He has not denied that there were other communications with Mr. Abhijeet Andhare as suggested by

29 Mr. Doctor has accordingly submitted that there is no merit in the contentions raised by Defendant No.1 as well as by Defendant No.3 opposing the grant of relief sought for in the Interim Application and that in the interest of justice and as well as the law laid down in the Supreme Court in case of Gujarat Bottling vs. Coca Cola Co. and Others, (1995) 5 SCC 545 injunction be granted in favour of the Plaintiff or else it would have the effect of permitting the Defendant to walk out of and/or breach its commercial contract with the Plaintiff with impunity and without consequences and leave the Plaintiff helpless.

30 Mr. Rajadhyaksha, learned Senior Counsel appearing for Defendant No.1 has submitted that in the present case the Plaintiff has failed to meet the three tests set out in Order 39 Rule 1 of the Code of Civil Procedure, 1908. The Plaintiff has failed to prove a strong prima facie case. The execution of the Collaboration Agreement of which specific performance has been sought, is not as per law. Further, without prejudice to this submission, the Plaintiff has not shared a copy of the signed Collaboration Agreement with Defendant No.1 rendering it unenforceable. Thus, the Plaintiff has failed to prove that there exists a written agreement as alleged. It is well settled that in case of specific performance it must be a strong prima facie case on admitted facts leading to the existence of the agreements.

31 Mr. Rajadhyaksha has submitted that the balance of convenience is also in favour of the Defendants as the Plaintiff seeks to enforce at the interim stage the positive covenants upon the players, who are not parties to the agreement, which cannot be permitted to be done in law. Further, the Plaintiff demands at interim stage a situation that Defendant No.1’s players in the team perform on Plaintiff’s platform or alternatively remain ideal. The prayers pressed by the Plaintiff viz. prayer clauses (h) and (i) seeks restrictions against all the players/members of Defendant No.1’s team who are not part of the alleged agreement. Thus, the interim relief pressed goes far beyond a case of specific performance. The players/members of Defendant No.1’s team have limited shelf life of 3-4 years till the time they have their reflexes active and spontaneous, therefore granting any interim injunction restricting them from performing will cause irreparable loss to Defendant No.1 and its members/players/ streamers which cannot be compensated in terms of money. The Plaintiffs have claimed damages and have already quantified their loss at the maximum. The Plaintiff can if it ultimately succeeds at the final hearing of the Suit be suitably compensated if the Plaintiff is so entitled.

32 Mr. Rajadhyaksha has further submitted that in case an injunction is granted, there would be no option to the players but to stream on the Plaintiff’s platform in order to remain active and able to participate in tournaments, some of whom are international prayers and therefore required a high level of performance. The Plaintiff is thus seeking to enforce the positive covenants of an agreement at this stage, which is not permissible in law. He has relied upon the following judgments: a. Jet Airways v Jan Peter Ravi Karnik 2000 (4) BCR 487 (Pg. 4, para 7/ pg. 10, para 15/ pg. 12/para 20, pg. 13/ para 21, pg. 14/para. 22 & 23, pg. 16/ para 26 & pg. 17/ para 27) b. Page One Records Ltd. v Britton & Ors. [1968] 1 WLR 157 (Pg. 152 headnote, Pg. 166/ para 1) c. Mark Percept v Zaheer Khan (2006) 4 SCC 227. (Pg. 247/ para 64(v)) d. Ambalal Sarabhai Enterprises v. KS Infraspace LLP Limited (2020) 5 SCC 410: Stronger case required for specific performance (Pg. 410 Headnote A, Pg. 415/ para 15, Pg. 417/ para 19, 21, Pg. 419/ para 24)

33 Mr. Rajadhyaksha has thereafter referred to certain provisions of the Specific Relief Act, 1963 viz. Sections 10, 14, 16, 41 and 42 in support of his contention that the Plaintiff is not entitled to the relief of specific performance. He has submitted that under Section 14(d) where the contract is in its nature determinable, specific performance of the contract cannot be granted. Further, under Section 16 (c) of the Specific Relief Act it is provided that where the Plaintiff fails to prove that he has performed or has always been ready and willing to perform the essential terms of the contract which are to be performed by him, other than the performance of which has been prevented or waived by the Defendant, specific performance cannot be granted. Further under Section 41(e) of the Specific Relief Act, an injunction will not be issued to prevent the breach of a contract, the performance of which will not be specifically enforced and Section 41 (i) thereof, when the conduct of the Plaintiff or his agents has been such as to disentitle them to the assistance of the Court. Injunction will not be granted. Thus, the conduct of the Plaintiff is relevant in the grant of an injunction of specific performance.

34 Mr. Rajadhyaksha has submitted that there has been delay on the part of the Plaintiff in approaching this Court and Relief ought to be refused to the Plaintiff on the ground of delay. The Plaintiff has admitted that it learnt of Defendant No.1 being in "active conversation" with a competing platform in March 2021 prior to filing of the Suit. However, the present Suit has been filed only after the notice of termination i.e. on 15.05.2022.

35 Mr. Rajadhyaksha has submitted that the Plaintiff by the present application of injunction is seeking an order from this Court compelling Defendant No.1 to breach its prior to the suit contract with a third party and interfere with third party interest. Mr. Rajadhyaksha has submitted that the Court would take into consideration whether prejudice is caused to a third party and if that be so, the Plaintiff would be refused relief. The Court in normal course will not pass orders so as to compel the Defendant to be in breach of his obligation under the contract with the third party and would take into consideration the fact that the Defendant upon termination of the contract has entered into another contract with a third party. He has relied upon the decision of the Courts in Warmington v. Miller (1973) 2 WLR 654 in this context.

36 Mr. Rajadhyaksha has submitted that where no final relief is possible, no interim injunction will lie. He has in this context relied upon the following decisions: a) Cotton Corp v. United Bank of India AIR 1983 SC 1272; (Pg. 635/ para 10) b) Shri Cutchi Visa Oswal Derawasi Jain Pathshala v. Cutchi Visha Oswal Derawasi Jain Mahajan &. Ors. (2005) 1 Bom CR 105. (Pg. 9/ para 34, Pg. 10/ para 39)

37 Mr. Rajadhyaksha submits that there have been breaches committed by the Plaintiff of the Collaboration Agreement and which will disentitle the Plaintiff to claim specific performance of the agreement and/or injunction as has been sought for by the present Interim Application. The Plaintiff has violated several essential terms of the contract including terms which if breached enable Defendant No.1 to terminate the Collaboration Agreement. There has been a breach of the payment terms of the Collaboration Agreement. The payment terms are set out at Clauses 2(a) and (b) and 3(a), (b), (c) and (d) of Schedule 1 of the Collaboration Agreement. He has submitted that the payments of the consideration mentioned in clause 2(a) and (b) was to be paid in the manner provided in clause 3. Clause 3(c) provided that any amount due to Godlike under the Agreement was to be paid within 15 business days of Stoughton Street receiving a valid invoice from Godlike in relation to such amount referred to as “Payment Date”. Defendant No.1-Godlike has a right to terminate if not paid within 45 days from the payment date under clause 10.3(a) of the Collaboration Agreement.

38 Mr. Rajadhyaksha has submitted that full payment has not been made in time in respect of the Quarter-I- November to January. Secondly, payment for the Quarter-II- February to April has not been made in time. He has referred to a chart of all payment details which is at Page 104 of the Affidavit in Reply of Defendant No.1 to the Interim Application and from which he has submitted that the payment breaches can be seen. Insofar as the Invoice of Quarter-1 which was raised on 14.12.2021, payment of the invoice was made on 31.12.2021. This is beyond the 15 business days and thus in derogation of Clause 3(c) of the Collaboration Agreement. He has further submitted that an amount of Rs.5,00,000/- is not paid till date from Quarter-1, therefore, there is a breach of Clause 10.[3] (a) of the Collaboration Agreement as the same is even beyond 45 days from the 15 business days, which entitles Defendant No.1 to terminate the alleged Collaboration Agreement. Insofar as Quarter-2 is concerned, for which invoice was raised on 14.02.2022, the Plaintiff made part payment of Rs.1,00,00,000/- on 25.03.2022 and balance payment on 31.03.2022 which is beyond 15 business days. Thus, there is breach of Clause 3(c) of the Agreement whereby the Plaintiff has to make payment within the 15 business days. He has submitted that though this breach does not entitle Defendant No.1 to terminate the Agreement at that stage, the same has to be taken into consideration as breach by the Plaintiff of an essential term and therefore, relevant for the purpose of refusing equitable relief to the Plaintiff. The Plaintiff who is seeking specific performance of the Collaboration Agreement is in violation of essential term of payment of the Agreement as per the admitted facts and thus, specific performance cannot be granted under Section 16 of the Specific Relief Act.

39 Mr. Rajadhyaksha has submitted that the Plaintiff has falsely emphasized that it has paid Defendant No.1 an amount of Rs.11,66,40,000/- under the Collaboration Agreement, which is false and misleading to the knowledge of the Plaintiff as only Rs.7,24,00,000/- is received under the alleged arrangement.

40 Mr. Rajadhyaksha has taken this Court to the terms of the Collaboration Agreement with regard to the payments of TDS as part of the consideration, viz. Clause 3(d) of Schedule 1 of the Collaboration Agreement. This clause provides that TDS is part of the consideration and, therefore, has to be paid within 15 business days. Defendant No.1 has in their Reply have raised the issue of the TDS not paid till filing of the Rejoinder, which is admitted by the Plaintiff. The Rejoinder was filed on 08.06.2022 and Plaintiff immediately after filing the Rejoinder has made complete payment of the TDS which is more than Rs.72 lakhs. The Plaintiff has thus not abided by the essential terms of the Collaboration Agreement. The Plaintiff was never ready and willing to perform their obligation as per the Collaboration Agreement.

41 Mr. Rajadhyaksha has referred to the other breach of the essential terms of the Collaboration Agreement which entitles Defendant No.1 upon occurrence of this breach to terminate the Collaboration Agreement. This breach is in relation to the Plaintiff establishing direct contact with the players/streamers of Defendant No.1. Mr. Rajadhyaksha has referred to the conversation which is by way of whatsApp chat which the Plaintiff has itself produced which reveals that Mr. Firasat Durani of the Plaintiff was in league with one of Defendant No.1’s players for poaching prior to any discussions between the Plaintiff and Defendant No.1 in September 2021 as well as after the alleged Collaboration Agreement was executed. Though one of the key commercial terms/conditions sought to be incorporated by Defendant No.1 in the Agreement viz that contact with the players would be through Defendant No.1 only, it initially did not find place in the first draft. Upon the insistance of Defendant No.1 it was incorporated in clause 7.[5] of the alleged final Collaboration Agreement.

42 The whatsApp chat produced by the Plaintiff was between Mr. Firasat Durani of the Plaintiff and Mr. Abhijeet Andhare a.k.a.Ghatak, Coach of Defendant No.1’s team in relation to poaching players from a competing Platform i.e. Rooter. There was no permission granted by Defendant No.1-Mr. Chetan Chandgude to the Plaintiff to indulge in commercial negotiations with any of its players directly. There are admissions in the affidavit of Mr. Firasat Durani of the Plaintiff that the Plaintiff was in active commercial discussions with Mr. Abhijeet Andhare before the current deal with Defendant No.1 under the Collaboration Agreement as well as after the current deal with Defendant No.1 under the Collaboration Agreement.

43 Mr. Rajadhyaksha has thereafter referred to the other breaches of the Collaboration Agreement which includes preventing the players from participating in other tournaments, being breach of Clause 5.[1] of the Collaboration Agreement as well breach by publishing material of other players without authority in breach of Clause 2.[8] of the Master License Agreement. He has submitted that in order for the Plaintiff to claim specific performance of the Agreement, the Plaintiff’s conduct must be blemishless which it is not. Moreover, if the enforcement of a negative covenant amounts to a decree of specific performance of a positive covenant and/or requires the Defendant to remain idle, the same will not be enforced. He has in this context relied upon the decisions as under: a) Heritage Lifestyle & Developers Ltd., v Cool Breeze CHSL MANU\MH\0044\2014; (Pg. 14/ para 12, Pg. 15/ para 23) b) Pemmada Prabhakar & Ors. v. Young Men's Vysya Association (2015) 5 SCC 355. (Pg. 364/ para 32 and 34)

44 Mr. Rajadhyaksha has submitted that it is misleading on the part of the Plaintiff to contend that the termination of the contract is bad in law because the grounds stated in the letter of termination are not made out when the Termination Letter was issued. He has submitted that it is settled law that if a party refuses to perform a contract giving a wrong or inadequate reason or no reason at all, he may yet justify his refusal if there were at the time facts in existence which have provided a good reason, even if it did not know of them at the time of refusal. He has in this context relied upon following judgments: a) Chitty on Contract: 34 Edn. 2028\27-067 b) Nune Sivayya and anr. v. Maddu Ranganayakulu [1935] P.C. Oudh Weekly Notes 496 (Pg. 502/ para 3) c) Juggilal Kamlapat v Pratapmal Rameshwar d) MSEDC v Datar Switchgear Ltd. and anr (2018) 3 SCC 133. (Pg. 134/ Head note E, Pg. 171/ para 55)

45 Mr. Rajadhyaksha has made submissions on there being no concluded contract as per law. He has submitted that the purported written Agreement has not been executed as per the provisions of law. He has thereafter referred to mode of execution of the agreements and in that context submitted that mode of execution of the Collaboration Agreement in the present case is contrary to the recognized the mode of execution of the agreements. Defendant Nos.[1] and 2 who are parties to the Collaboration Agreement were made to execute the agreement at the place shown on the page which was scanned and sent to them and the page was a blank page. Each of the two Defendants on receipt of the email were then expected separately to take out printout and sign the page and scan the page and after having scanned the signed page, e-mail it back to the Plaintiff only. Thus, signature of each of the Defendants was on separate page. The Plaintiff’s signature was also on a separate page. Mr. Rajadhyaksha has submitted that thus, there is no valid agreement executed under either mode of execution known to the law viz. the traditional method known as “wet signature method” using wet link and for execution of the agreement. Thus the Plaintiff has failed to conclusively prove that there exists an agreement. The Plaintiff must fail in the application especially bearing in mind that this is a suit for specific performance. In this context he has relied upon the judgments as follows:

2. Mayawanti v Kaushalaya Devi (1990) 3 SCC 1 (Pg. 5/ para 8, Pg. 13/ para 22, Pg. 14/para 24)

3. Ganesh Shet v. Dr. Setty (1998) 5 SCC 381 (Pg. 388/ para 13, 14, 16, 17 and 18)

46 Mr. Rajadhyaksha has submitted that the alleged executed the Agreements were not provided to Defendant No.1 and/or the final version of the alleged executed Agreements were not provided by the Plaintiff to Defendant No.1. He has referred to e-mails addressed in this context which have been sent by the Plaintiff and in which though the agreement was claimed to have been executed on 15.12.2021 by the Plaintiff and Defendant Nos.[1] and 2, e-mails were sent on 23.12.2021 by the Plaintiff wherein the Plaintiff claims that it had circulated the Agreement which incorporates all the “agreed key commercial terms” and the same was accepted by Defendants on 27.12.2021. Thus, he has submitted that the Collaboration Agreement on which the Plaintiff relies has not been executed on 15.12.2021 but purportedly on 27.12.2021 and which has not been provided to Defendant No.1 or produced before this Court.

47 Mr. Rajadhyaksha has refuted the contention of the Plaintiff that the alleged executed Collaboration Agreement was made available to Defendant No.1 on three occasions i.e. 08.03.2022, 19.03.2022 and 05.05.2022. He has submitted that the Plaintiff has alleged that it’s handing over of the executed Collaboration Agreement to Defendant No.2 would amount to handing it over to Defendant No.1 as Defendant No.2 was the agent of Defendant No.1. He has submitted that this contention on behalf of the Plaintiff is entirely misconceived as the Collaboration Agreement at clause 15.[5] mentions that each party is an “Independent Contractor” and the Agreement does not create the relationship of an employer, employee or of a principal and agent between the Plaintiff, Defendant No.1 and Defendant No.2.

48 Mr. Rajadhyaksha has submitted that the original of the executed Collaboration Agreement has not been provided by the Plaintiff though sought in Court and thus, under Section 114 of the Indian Evidence Act, 1872 this Court may presume existence of certain facts and under Section 114 (g) of the Indian Evidence Act that evidence which could be and is not produced would, if produced, be unfavourable to the person who withholds it. Thus, there is no concluded Agreement as per law which is valid and adverse inference is required to be drawn for withholding the original Agreements. In this context he has relied upon Union of India vs. Ibrahim Uddin and others, (2012) 8 SCC 148 at paragraph 12.

49 Mr. Rajadhyaksha has accordingly submitted that there is no merit in the case made out by the Plaintiff for claiming the injunction as sought for in the Interim Application and for which prayer clauses (h) and

(i) of the Interim Application have been pressed.

50 Mr. Kevic Setalwad, learned Senior Counsel appearing for Defendant No.3 has submitted that Defendant No.3 is neither a party nor signatory to the Collaboration Agreement, thus the Plaintiff cannot claim the relief sought for in terms of prayer clauses (h) and (i) of the Interim Application against Defendant No.3. There is no privity of contract between the Plaintiff and Defendant No.3. The negative covenants in the Collaboration Agreement are not against Defendant No.3 and do not bind Defendant No.3. However, the Plaintiff seeks to enforce the negative covenants against Defendant No.3. It is settled law that the negative covenants cannot be enforced against a party (Defendant No.3) who is not a signatory to the contract (Collaboration Agreement). In this context he has relied upon the following decisions: a) Crompton Greaves Limited v. Hyundai Electronics Industries Co. Limited 1999(48) DRJ 754 (relevant paragraphs 2,4,5,7,9&10); b) Dietrich Engineering Consultant Holdings v. Schist India and Others 2009 SCC Online Bom 1520 (relevant paragraphs 102 &110) and c) Taprogge Gesellschaft MBH v. IAEC India Ltd. AIR 1988 Bom 157 (relevant paragraph 30).

51 Mr. Setalwad has further submitted that it is settled law that the Court cannot grant specific performance of a contract, the performance of which is dependent upon the volition of a third party. He has relied upon the decision of the Supreme Court in the matter of Raman (Dead) by LR’s vs. R. Natrajan (2022) SCC online SC 1212 at paragraphs 2, 16, 17 and 18 in this context.

52 Mr. Setalwad has supported the submission of Mr. Rajadhyaksha on behalf of Defendant No.1 that the Court ought not to grant an injunction to restrain the breach of a negative stipulation in a contract of personal service where the effect of doing so would be to compel the Defendant No.3 to specifically perform the contract. This rule is based upon the principle that the Court will not do indirectly that which it cannot do directly. The Plaintiff may have a remedy in damages, if any. He has relied upon the following judgments: a) Dietrich Engineering Consultant Holdings v. Schist India and Others 2009 SCC Online Bom 1520 (relevant paragraphs 85 to 110) and b) Delhi High Court in the matter of Independent News Service Pvt. Ltd. v. Sucherita Kukreti 2019 SCC Online Del 6756 (relevant paragraphs 6, 9,10,11,12,13 &14).

53 Mr. Setalwad has submitted that in any event the Collaboration Agreement cannot be specifically performed since the same is a contract of determinable nature. The provisions of Section 14(d) of the Specific Relief Act, 1963 expressly provides that the contracts which are in its nature determinable cannot be specifically enforced. Clauses 10.[2] and 10.[7] r/w 10.[3] make it clear and unambiguous that both the Plaintiff and Defendant No.1 respectively are entitled to terminate the purported Collaboration Agreement upon occurrence of events mentioned under clause 10.[2] and 10.[3] of the Agreement. He has submitted that the Collaboration Agreement is thus determinable in nature and Section 14(d) of the Specific Relief Act, 1963 is accordingly attracted. He has relied upon the decision of the Supreme Court in Indian Oil Corporation vs. Amritsar Gas services (1991) 1 SCC 533 at paragraphs 2, 3, 4 and 12 in this context.

54 Mr. Setalwad has adopted the other submissions of Mr. Rajadhyaksha and submitted that the Plaintiff has failed to prove prima facie case in its favour. Further the balance convenience leans heavily on the side of the Defendants and in the event this Court was to grant injunctive reliefs against Defendant No.3, in view of the short shelf life, he will lose his prime and will suffer irreparable injury or loss, which cannot be compensated in terms of money.

55 Ms. Mahalakshmi, the learned Counsel for Defendant No.2 has submitted that the Plaintiff has not claimed any relief qua Defendant No.2 as Defendant No.2 had a very limited role in the entire transaction, which was to the extent that it had merely facilitated the execution of the documents including the Collaboration Agreement. She has submitted that the agreements were facilitated based on the Team Representation Agreement which was entered into between Defendant No.1 and Defendant No.2 dated 28.09.2021 wherein Defendant No.2 had been conferred the exclusive management, licensing and marketing rights of Defendant No.1 for a period of one year till 22.09.2022. Subsequently, the Team Representation Agreement was terminated and termination was known to the Plaintiff and accordingly the Plaintiff had sent e-mail dated 05.05.2022 to all the Defendants wherein the signed and executed copies of the Agreements were annexed. Upon termination there existed no business relationship between the Plaintiff and Defendant No.2. He has further submitted that Defendant Nos.[1] and 2 are independent contractors as provided in Recital 15.05 of the Collaboration Agreement.

56 Having considered the rival submissions in my prima facie view the Collaboration Agreement dated 15.10.2022 in its nature is determinable and thus cannot be specifically enforced. For that purpose clause 10 which provides for termination and in particular termination on the occurrence of the events mentioned in clauses 10.[2] and 10.[3] thereof are required to be reproduced and which are as under: 10.[1] This Agreement shall be valid for a period of 25 (Twentyfive) months from the Effective Date, subject to successful renegotiation within 13 (thirteen) months from the Effective Date on the Consideration, unless this Agreement is terminated earlier pursuant to the terms of this Agreement (the “Term”). The circumstances enumerated under the provisions of Clause 10.[2] and 10.[3] hereinbelow are each (or cumulatively) referred to as a “Cause”. The party terminating the Agreement in either case, shall be referred to as the “Terminating Party”. The Party who is not the “Terminating Party” shall be referred to as the “Breaching Party”. 10.[2] Subject to Clause 10.[4] and Clause 15, Stoughton Street may terminate this Agreement following the occurrence of any non-performance or breach of this Agreement by GodLike. 10.[3] GodLike itself or through Cornerstone may terminate this Agreement upon occurrence of the following events: a) any failure by Stoughton Street to pay the Consideration as per this Agreement and Stoughton Street failing to remedy such Cause within 45 (forty-five) days from the Payment Date; b) Stoughton and/or its Affiliates carrying ut any/all commercial conversations/negotiations directly with the Talent or their family members without the involvement of and/or without routing the same through Godlike.

57 It is clear from these clauses that the Collaboration Agreement which is valid for a period of 25 months from the effective date, is subject to successful renegotiation within 13 months from the effective date on the consideration, unless the Agreement is terminated earlier pursuant to the terms of this agreement. The circumstances enumerated are under the provisions of Clause 10.[2] and 10.[3] which is referred to as a “Cause” for termination. Clause 10.[2] provides for the Plaintiff to terminate the Agreement following the occurrence of any non performance or breach of the Agreement by Defendant No.1 with which the present case is not concerned with. What is material in the present case is Clause 10.[3] of the Agreement which has been invoked and which provides that Defendant No.1 itself or through Defendant No.2 may terminate the Agreement upon the occurrence of the events mentioned thereunder. The first of the events is in relation to failure on the part of the Plaintiff to pay the consideration as per the Agreement, namely Clauses 2(a) & (b) read with payment under Clause 3 of Schedule-I. Terms of the Collaboration Agreement. Under Clause 3(c) it is mentioned that any amount due to Defendant No.1 under the Agreement shall be paid within 15 business days of the Plaintiff receiving valid invoice from Defendant No.1 in relation to such amount (“payment date”). Further, under Clause 10.[3] (a) of the Collaboration Agreement upon the Plaintiff failing to remedy such cause of payment within 45 days from the payment date and upon occurrence of such event, Defendant No.1 may terminate the Agreement. The other event mentioned in Clause 10.[3] (b) of the Collaboration Agreement is the event of the Plaintiff and/or its Affiliates carrying out any/all commercial conversations/ negotiations directly with the Talent or their family members without involvement of and/or without routing the same through Defendant No.1 which upon its occurrence Defendant No.1 may terminate the Agreement.

58 In the Indian Oil Corporation (supra) the Supreme Court has considered such a clause which provides for termination of the Agreement forthwith on the happening of certain specified events. In that case it was clause 27 and the relevant events which form part thereof reads as under:

59 It has thus been held in the above decision that a clause such as clause 10.[3] of the Collaboration Agreement in the present case is a clause which renders the Collaboration Agreement in its nature to be determinable and thus, incapable of being specifically performed under Clause (c) of Sub-section 1 of Section 14 of the Specific Relief Act. In that view of the matter, no injunction can be granted as has been sought for by the Plaintiff in terms of prayer clauses (h) and (i) of the Interim Application which have been pressed.

60 Further, the contention of the Plaintiff that the Defendant has taken mutually destructive pleas is misconceived. Defendant No.1 has not denied the existence of an ad-hoc arrangement agreed upon between Defendant No.1 and the Plaintiff but has contended that there is no formal agreement which has been executed between the Plaintiff and Defendant No.1. Thus, it is the contention of Defendant No.1 that based on such ad-hoc arrangement, Defendant No.1 has claimed that breaches have been committed by the Plaintiff of the agreement between them. In my prima facie view the pleas taken by Defendant No.1 cannot be considered to be mutually destructive.

61 In considering whether there is a formal Collaboration Agreement which has been executed between the Plaintiff and Defendant No.1, it would be necessary to note that the Agreement has been admittedly signed by the Plaintiff as well as by Defendant Nos.[1] and 2. The written Collaboration Agreement was exchanged between the Plaintiff and Defendant Nos.[1] and 2. This is borne out from e-mails which are on record and though Defendant No.1 has contended that merely by sending the Collaboration Agreement to Defendant No.2, this cannot bind Defendant No.1 and/or be considered as Defendant No.1 having been sent the Collaboration Agreement. However, it is necessary to note that by the e-mail dated 05.05.2022, the Collaboration Agreement dated 15.12.2021 was sent by Ashwin Suresh of the Plaintiff to inter-alia Firasat Durani of Defendant No.1. It has further been explained in the affidavit in rejoinder of the Plaintiff, in paragraph 5.19 thereof, that though the final version of the Collaboration Agreement was circulated on behalf of Plaintiff by e-mail dated 23.12.2021 and Defendant Nos.[1] and 2 sent signatures on the pages of the Collaboration Agreement vide email dated 27.12.2021 whereby they executed and concluded the Collaboration Agreement, the legal representative of the Plaintiff vide email dated 22.12.2021 has explained the reason for the Collaboration Agreement being dated 15.12.2021. Due to the stamp duty payment date (which is 15.12.2021) the Plaintiff could not have backdated the Agreement. Further, the executed and stamped copy of the Collaboration Agreement has been shared with Defendant Nos.[1] and 2 vide e-mail dated 08.03.2022 addressed to Defendant No.2 as well as by e-mail dated 05.05.2022 which is addressed to both Defendant No.1 and Defendant No.2. Thus, in my prima facie view I do not find any merit in the contention on behalf of Defendant No.1 that the executed Collaboration Agreement was never received by Defendant No.1. There are certain disputes raised as to the events which took place at the meeting on 19.03.2022 and as to whether the Collaboration Agreement were handed over at the said meeting, however, it is not necessary to consider this dispute, in view of the subsequent e-mail dated 05.05.2022 wherein Defendant No.1 was sent the executed Collaboration Agreement dated 15.12.2022. Further, the invoices which have been raised by Defendant No.1 clearly mention that they are “as per the agreement” thus, Defendant No.1 had full knowledge of the executed Collaboration Agreement.

62 The execution of the Collaboration Agreement has been contended by Defendant No.1 to be contrary to the recognized modes of execution. In my prima facie view there is no substance to this contention in view of the fact that Defendant No.1 has not disputed that it had signed the execution page which had been sent to the Plaintiff and had not raised any objection after having received the duly executed Collaboration Agreement by e-mail dated 05.05.2022 till the Termination Letter was sent and in the present proceedings. Thus, this is a mere afterthought and accordingly I do not find any merit in the contention on behalf of Defendant No.1 that there was no valid Collaboration Agreement executed.

63 Considering the contentions of Defendant No.1 that there are breaches of the Collaboration Agreement, in my prima facie view, there is no doubt that the Plaintiff has committed breaches insofar as the payment terms of the Collaboration Agreement are concerned as there has been delay in payment of the invoice of Quarter No.1 beyond the 15 business days (payment date) apart from the amount of Rs.[5] lakhs having been paid even beyond the 45 days from the payment date. The payments made insofar as invoice of Quarter No.2 is concerned was also made beyond the payment date. Though the said breach of the payment terms other than the payment of Rs.[5] lakhs which was beyond 45 days from the

15 Business Days (payment date) does not entitle Defendant No.1 to terminate the agreement, this would be required to be taken into consideration as a failure on the part of the Plaintiff to comply with the essential terms of the Collaboration Agreement for seeking specific performance thereof. I find no merit in the contention of the Plaintiff that Defendant No.1 has received an amount of Rs.11,66,45,000/- under the Collaboration Agreement and, therefore, cannot be heard to contend that the amount of Rs.[5] lakhs was not paid as per the payment terms. The payment of Rs. 5 lakhs was beyond 45 days from the payment terms and hence is one of the events mentioned in Clause 10.[3] of the Collaboration Agreement, the occurrence of which entitles Defendant No.1 to terminate the Collaboration Agreement. Further, there has been failure to pay TDS amounts which was to be paid as per Clause 3(d) as part of the consideration within the 15 business days and in fact was only paid by the Plaintiff immediately after filing of the Rejoinder in the present proceedings. Hence, in my prima facie view there has been breaches by the Plaintiff of the essential terms of the Collaboration Agreement.

64 Under Section 16(b) of the Specific Relief Act it is provided that where the Plaintiff violates any essential terms of the contract, this is one of the circumstances in which the Court cannot enforced specific performance in favour of the Plaintiff. This apart from aforementioned prima facie finding that the Collaboration Agreement itself is determinable. Further, I find substance in the submission of Mr. Rajadhyaksha on behalf of Defendant No.1 that though this breach by the Plaintiff of the payment terms of the Collaboration Agreement was not specifically mentioned in the notice of termination, this does not prevent Defendant No.1 from justifying the ground of termination as raised in defence to the injunction sought in aid of specific performance. The authorities for this submission relied upon by Mr. Rajadhyaksha is apposite.

65 With regard to the breaches of the Collaboration Agreement mentioned in the Termination Letter of Defendant No.1 viz. poaching by the Plaintiff establishing direct contact with the players/streamers of Defendant No.1 in violation of Clause 7.[5] of the Collaboration Agreement is concerned, I am of the prima facie view that Defendant No.1 has not been able to establish such breach. It is clear from the documents on record including the whatsApp chat that Mr. Chetan Chandgude of Defendant No.1 had consented to Mr. Firasat Durani of the Plaintiff to enter into the discussions with Mr. Abhijeet Andhare, coach of the team of Defendant No.1. Further, Mr. Firasat Durani has explained in his affidavit dated 08.06.2022 the reason for the meeting between him and Mr. Abhijeet Andhare which was at the behest of Mr. Chetan Chandgude and which was in relation to the current negotiations being carried out by Defendant No.1 with a competing platform in March, 2022. This is borne out from the whatsApp conversations between Mr. Abhijeet Andhare and Mr. Firasat Durani. Further, the meeting between Mr. Firasat Durani and Mr. Abhijeet Andhare on 21.03.2022 was in relation to the attempts made on behalf of the Plaintiff to appeal to the Defendant No.1 to honour the Collaboration Agreement. I accordingly do not find any substance in the contention on behalf of Defendant No.1 that there was poaching of any of the team members of Defendant No.1 by the Plaintiff.

66 In my prima facie view, the relief sought for by the Plaintiff viz. prayer clauses (h) and (i) of the Interim Application would result in enforcing a negative covenant against Defendant No.3 and other players of the team of Defendant No.1 who are neither parties nor signatories to the Collaboration Agreement and which would render them having no option but to stream on the Plaintiff’s platform in order to remain active and able to participate in tournaments. This would be enforcement of the positive covenant of an agreement against them which is not permissible in law. The decision of this Court in Jet Airways (supra), Mark Percept (supra) and Ambalal Sarabhai Enterprises (supra) as well as case of the English Courts in Page One Records Ltd. (supra) is apposite. Thus, injunction cannot be granted in aid of the final relief of specific performance which in my prima facie view cannot be granted on the finding that the Collaboration Agreement is determinable. Further, this Court cannot enforce specific performance in favour of a Plaintiff where it is held that the Plaintiff has violated essential terms of the contract as I have prima facie held in the present case. The Plaintiff has alternate remedy of damages which have been quantified and thus, in my prima facie view no case is made out for grant of injunction as has been sought in prayer clauses (h) and (i) of the Interim Application which have been pressed.

67 Though there have been issues raised by Defendant No.1 as to the Plaintiff not approaching this Court with clean hands and seeking to mislead this Court, in view of my prima facie findings that no relief as sought for by the Plaintiff can be granted, it is not necessary to consider these issues.