Bombay High Court

Global Impex vs Sipping Tea Cinemas Llp on 4 August, 2025

   2025:BHC-OS:12895

                                                                             22.CARBPL.21599.2025.doc


                                    IN THE HIGH COURT OF JUDICATURE AT BOMBAY

                                        ORDINARY ORIGINAL CIVIL JURISDICTION

                           COMMERCIAL ARBITRATION PETITION (L) NO.21599 OF 2025

                     M/s Global Impex                                   ....Petitioner
                          Versus
                     M/s Sipping Tea Cinemas LLP                        ...Respondent



                           Mr. Ashish Kamat, Senior Advocate for the Petitioner.

                           Mr. Virendra Tulzapurkar, Senior Advocate along with Mr. Mandar
                           Soman for the Respondent.


                                                 CORAM: SOMASEKHAR SUNDARESAN, J.

                                                 DATE    : AUGUST 4, 2025


                     ORAL JUDGMENT:

Context and Factual Background:

1. This Petition is filed under Section 9 of the Arbitration and

Conciliation Act, 1996 ("the Act") seeking urgent interlocutory

intervention in connection with an Investment and Assignment of

Rights Agreement dated April 24, 2025 ("Agreement") entered between

the parties.

2. Under the Agreement, the Petitioner, M/s Global Impex ("Global

Impex") has agreed to provide the Respondent, Sipping Tea Cinemas

AARTI Digitally signed by AARTI GAJANAN LLP ("Sipping Tea") with an investment of Rs.5 crores to finance a GAJANAN PALKAR PALKAR Date:

2025.08.07 15:42:29

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movie tentatively titled Charak on the terms and conditions set out in

the Agreement. The Petitioner essentially seeks intervention of this

Court, by pointing to the blatant disregard of the terms of the

Agreement on the part of Sipping Tea, which would, in turn, contend

that it is Global Impex that has not been ready and willing to perform

under the Agreement, and that the the Agreement does not document

an assignment of rights in the movie but is merely an agreement to

assign rights in future.

The Agreement:

3. A brief overview of the terms and conditions set out in the

Agreement would be necessary. Suffice it to say that such review of the

terms of the Agreement is purely prima facie in nature, bearing in mind

the jurisdiction of this Court under Section 9 of the Act i.e. to examine

broadly what the bargain between party is and to see what appropriate

protective measures to preserve the subject matter of the arbitration

agreement would meet the ends of justice.

4. Towards this end, a broad overview of the agreement would be

appropriate. The recitals in the Agreement contemplate an investment

being made by Global Impex in Charak and towards this end, potential

collections and anticipated revenues from the exploitation of the movie

has been referred to. In order to secure the investment made by Global

Impex in Charak, Sipping Tea has agreed to provide a lien or mortgage

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or a charge over various rights emanating from the movie and to assign

the same to Global Impex.

5. Clause 2.1 of the Agreement provides that Sipping Tea " hereby

agrees to assign" in favour of Global Impex, the various rights to the

movie including Foreign Rights, OTT Rights, Satellite Rights, Music

Rights, Theatrical Rights and any other rights (" Subject Rights") to the

exclusion of any third party as also to the exclusion of Sipping Tea itself

in the "Territory". The term "Territory" is agreed between the parties to

be the entire universe, including any metaverse or virtual worlds. The

various rights that are comprised in the aforesaid definition of "Subject

Rights" are referred to in multiple places in the Agreement.

6. Under Clause 2.1.1, a sum of Rs.5 crores was to be transferred by

Global Impex to Sipping Tea in the following timeline: (i) Rs.1.5 crores

on signing; (ii) Rs.1.5 crores before April 30, 2025 (after the account

details referred to in Clause 4.1.7 are intimated to Global Impex); and

(iii) Rs.2 crores by May 9, 2025 (after a public notice of Global Impex's

interests in the Subject Rights as envisaged in Clause 8.4 of the

Agreement is published).

7. Clause 2.1.2 of the Agreement, which provides for the term of the

assignment, entails the assignment being valid until the entire

consideration of the movie is received from all sources, including the

Subject Rights. In other words, once the entire consideration is

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received, the assignment would come to an end. Clause 2.1.3 provides

for termination by mutual consent of the parties.

8. Clause 2.1.4 provides that all collections with regard to the film

would be credited only to a dedicated escrow account. Such an account

was required to be opened by Sipping Tea within seven days of the date

of the Agreement. The Agreement having been signed on April 24,

2025, the deadline to open the escrow account was evidently May 1,

2025. From the collections received in the escrow account, within one

working day of receipt of monetised amounts, one-third (33.33%) of

the receipts is required to be released to Global Impex. Purely in terms

of cash flows, once such disbursals reach the investment amount,

Global Impex is to issue a debit note for any receipts in excess.

9. Under Clause 2.1.5, if the movie is not released or if Sipping Tea

is not able to monetise the movie, by October 31, 2025, Global Impex

would be entitled to exploit the movie to recover the investment

amount of Rs. 5 crores, and a minimum guaranteed return of Rs. 1

crore on it, along with interest at the rate of 3% per month,

compounded quarterly.

10. Clause 2.1.6 confirms that no charge has been created on the

movie and no charge would be created without 1 the prior written

approval of Global Impex. Clause 2.1.7 provides for execution of

The Agreement uses the word "with", which evidently appears to be a typographical error.

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further instruments to perfect the rights of each party, if so required.

In Clause 2.1.8, Sipping Tea has assured Global Impex that the

investment amount along with a minimum return of Rs. 1 crore being

guaranteed on or before October 31, 2025.

11. Clause 3 of the Agreement deals with the ownership of rights in

the movie. Clause 3.1 makes Sipping Tea the first and exclusive owner

of all rights in the copyright of the movie in terms of Section 14 of the

exclusive owner of all intellectual property rights in the movie. Clause

3.2 also makes it clear that all derivative rights have not been assigned.

Clause 3.3 provides that "this assignment is only limited to" the Subject

Rights and any other rights for the term stipulated in Clause 2.1.2 i.e.

until consideration of all rights is realised.

12. Under Clause 4.1.5 of the Agreement, Sipping Tea is obliged not

to enter into any arrangement or agreement with any third party that

would conflict with the rights of Global Impex contracted under the

Agreement. Likewise, Clause 4.1.6 requires Sipping Tea to indemnify

Global Impex from any third party claims in respect of the rights

assigned under the Agreement.

13. Clause 6.1 provides for termination of the contract and its

consequences. This provision essentially entails termination on the

completion of the terms of the Agreement or if Sipping Tea fails to

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release the movie on any platform by October 31, 2025. In other words,

the assignment would come to an end on full performance of the

Agreement or by October 31, 2025, the movie has not been released on

any platform. Under Clause 6.2.2, upon such termination, all the rights

to the movie would "automatically vest back" in Sipping Tea as the

original owner of all intellectual property rights. Under Clause 6.2.4,

Global Impex is disentitled from seeking recission or any injunctive

relief against Sipping Tea or its assignee or any production, marketing

or distribution of the movie.

14. Under Clause 8.4, a public notice is required to be issued about

the lien and charge marked in favour of Global Impex in a designated

trade magazine before May 9, 2025. This notice is a precondition to

Global Impex providing the final tranche of Rs. 2 crores. Under Clause

8.5, in the credits section of the movie, Global Impex is required to be

identified as "Associate Producers" along with the names of its team

members.

Conduct after the Agreement:

15. Against this contractual framework, the conduct of the parties

that led to disputes and differences, must be noticed. It is apparent

that Global Impex remitted the first two tranches of investments of Rs.

1.5 crores each. However, before disbursing the final tranche of Rs. 2

crores, Global Impex kept following up and seeking an update on the

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establishment of the escrow account. The parties engaged with each

other and indeed effected the publication of the public notice as

contemplated in Clause 8.4 of the Agreement. This was achieved on

May 3, 2025.

16. However, cracks appear to have surfaced in the relationship

between the parties immediately after signing. It appears that right

after the Agreement was signed, differences arose between the parties

about the arrangement between them. By an email dated April 25,

2025 i.e. one day after the execution of Agreement, Sipping Tea

indicated that it would not sign off on any projection of income and as

per industry practice, that was not required at all. It may be recalled

that the recitals to the Agreement recorded that such a projection had

already been shared. Sipping Tea indicated that a sealed and signed

expenditure projection would be provided by Sipping Tea and that was

all that Global Impex could seek. This appears to be the first element of

difference of opinion and stress between the parties, which played out

over the next several weeks.

17. The parties had a difference of opinion on the public notice that

was published - the term "Foreign Rights" was not contained in the

public notice and this was flagged off and highlighted by Global Impex,

to which Sipping Tea appears to have replied that the notice indicated

that "all rights including" the rights referred to in the notice stood

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charged to Global Impex. After the public notice was published,

Sipping Tea expected that Global Impex would invest the last tranche of

Rs. 2 crores. However, Sipping Tea simply did not open the escrow

account required to be opened and established by May 1, 2025. Global

Impex kept following up and Sipping Tea kept assuring Global Impex -

on multiple occasions, that the opening of the account was just a day

away, or just a signature away or just a visit of the bankers away.

18. The escrow account would not be opened even by June 15, 2025.

On this date, Sipping Tea wrote to Global Impex stating that it could

not have kept waiting for the final disbursement, which had been due

on May 9, 2025. Sipping Tea offered to return the money invested until

then by Global Impex, and clearly indicated that Sipping Tea had

moved on due to Global Impex's failure to fund the movie as

contracted.

Analysis and Findings:

19. I have heard Mr. Ashish Kamat, Learned Senior Advocate on

behalf of Global Impex and Dr. Virendra Tulzapurkar, Learned Senior

Advocate and Mr. Mandar Soman, Learned Advocate on behalf of

Sipping Tea. I have had their assistance in examining the provisions of

the Agreement, and the record. The key consideration at this stage is to

examine what appropriate interim measure would best protect and

preserve the subject matter of the Agreement before an arbitral tribunal

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could commence its work and adjudicate the position obtaining from

the Agreement and the conduct of the parties.

20. It is common ground that the two alternate arbitrators named in

the Agreement would potentially face a conflict of interest since both

are lawyers having represented the respective parties. An attempt by

this Court to get consensus among the parties to agree upon an

arbitrator has failed. The facet of appointment of arbitrator is left for

consideration of a companion application under Section 11 of the Act,

which has not been listed yet.

21. Three facets emerge for consideration from the submissions

made on behalf of the parties:

(i) whether the Agreement documents an assignment or documents an agreement to assign;

(ii) whether Global Impex's expectation of having the escrow account opened before funding further was legitimate or whether Global Impex was not ready and willing to perform its bargain; and

(iii) whether a case has been made out for an intervention in the form of a restraint on the movie or if a direction to Sipping Tea to deposit funds would suffice.

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Section 30 of Copyright Act:

22. That the Subject Rights have not been assigned and that the

parties have merely agreed to have them assigned is a significant

element of the resistance to this Petition on behalf of Sipping Tea.

According to Dr. Tulzapurkar, Learned Senior Counsel representing

Sipping Tea, the agreement is nothing but an agreement to assign the

rights in a future work since the movie had not come into existence

when the Agreement was executed. He would point to Section 30 of the

30. Licences by owners of copyright.-- The owner of the copyright in any existing work or the prospective owner of the copyright in any future work may grant any interest in the right by licence in writing by him or by his duly authorised agent:

Provided that in the case of a licence relating to copyright in any future work, the licence shall take effect only when the work comes into existence.

Explanation.-- ***** [Emphasis Supplied]

23. Sipping Tea would contend that the movie has not come into

existence, and it can only be said to come into existence when the

Central Board of Film Certification ("CBFC") certifies that Charak may

be publicly screened. In contrast, Global Impex would point out that

the work in relation to which the Subject Rights are agreed upon is the

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movie, which has come into existence. The movie has even been

screened at Cannes only because the work has come into existence. The

Subject Rights having been granted in relation to the movie, since the

proviso to Section 30 of the Copyright Act entails a license taking effect

when the work comes into existence, even if one were to presume that

the movie was still a future work when the Agreement was signed, since

it has been capable of even being screened at an international platform,

prima facie, it cannot be said that the work is not in existence. The

movie being in existence, one must examine if the Agreement is merely

an agreement to assign in future or an actual assignment " in praesenti"

(in the present).

24. The allusion to CBFC does not have any basis either in the

Agreement or in the Copyright Act. On the contrary, the "Territory" as

defined in the Agreement entails the whole universe and is not confined

to India. The CBFC's role relates only to public screening in India. The

assignment (or the agreement to assign) under the Agreement is not

restricted only to India. That apart, in the email dated June 15, 2025 by

which Mr. Sudipto Sen of Sipping Tea indicated that he has moved on

without the need for the further Rs. 2 crores from Global Impex, the

phrase used is: "as you know that Charak is now complete"2. Therefore,

it would not lie in the mouth of Sipping Tea to claim that Chark has not

Emphasis Supplied

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come into existence, when its maker has himself stated that the movie

is complete at least as of June 15, 2025. Therefore, even if the movie

were to be a future work as of April 24, 2025 (when the Agreement was

executed), the movie has indeed been completed and the license would

take effect when it was completed. Therefore, reliance on Section 30

would be of no assistance to Sipping Tea.

Assignment or Agreement to Assign:

25. That would take one to the issue of whether the Agreement

entails an actual assignment or only an agreement to assign at a future

date. Each of Dr. Tulzapurkar and Mr. Kamath would point to various

provisions in the Agreement that variously indicate an in praesenti

assignment and an agreement to assign. Clause 2.1, the opening

provision, uses the phrase "hereby agrees to assign". That clause,

coupled with Clause 2.1.7, which provides for execution of allied

documents to perfect the rights of the parties, are strongly relied upon

by Sipping Tea to indicate that the parties had agreed to execute an

assignment but did not actually document an assignment.

26. I am afraid that while this may appear incisive at first blush, at

this prima facie stage, it would not be possible to take a view that the

Agreement is a mere agreement to agree and not an actual assignment.

Whether the Agreement documents an assignment or merely is an

agreement to assign at a future date is a matter of final determination

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by the arbitral tribunal. There are many pointers to the contrary -

Clause 3.3, provides that " this assignment is only limited to" the

Subject Rights; Clause 4.1.6, which provides for an indemnity from

third party claims, provides that the indemnity coverage relates to

claims "with respect to the rights assigned hereunder". That apart,

Clause 2.1.7 appears to be a typical "Further Assurances" clause that is

conventional in commercial contracts that require parties to execute

other instruments to better perfect their entitlements. That provision

enables execution of "allied documents" and that too "if required" to

perfect the rights of either party. For instance, the allied documents

could even be an instrument that better confirms the primary

intellectual property in the movie in favour of Sipping Tea in terms of

Clause 3.1, which indicates that Sipping Tea is the first and exclusive

owner of the intellectual property to Charak regardless of the

assignment of the Subject Rights to Global Impex. Likewise, one may

have to execute a better confirmation that derivative rights belong to

Sipping Tea regardless of the assignment of the Subject Rights, as

contemplated in Clause 3.2.

27. In my opinion, it would be inappropriate for the Section 9 Court

to firmly rule on the matter one way or the other - that has to

necessarily be left to the arbitral tribunal. What is clear, however, is

that prima facie, it cannot be conclusively said that the Agreement is

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not an assignment in the present and is only an agreement to assign at

a future date. On the face of it, the Agreement entails an investment of

Rs. 5 crores, for which there would be security interest created over the

movie, towards which, Global Impex was given the Subject Rights

universally.

Prima Facie - Nature and Content of Agreement:

28. Therefore, one must next move to the conduct of the parties and

their approach to adherence to the Agreement. It is apparent that the

Agreement recorded that collections data has been provided, but one

day after execution, the discomfort between the parties was apparent,

with such data being refused by Sipping Tea. At first blush, it may

appear that the Agreement entailed an investment of Rs.5 crores for the

period between end of April and end of October with a return of Rs. 1

crore i.e. 20% on the investment, as was canvassed by Dr. Tulzapurkar.

However, on a closer examination of the Agreement, it is apparent that

it was not a simple agreement to merely earn an assured return and

have no further stake in the venture.

29. In financial investment parlance, the Agreement clearly entailed

a "collar" but it did not entail a "cap". It indeed provided for a

minimum assured return but did not cap what Global Impex could have

earned from the Subject Rights. Under Clause 2.1.4 of the Agreement,

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Global Impex was entitled to 33.33% of all receipts from the Subject

Rights. If the Subject Rights yielded more than the Rs. 1 crore returns,

Global Impex would still get 33.33% of the receipts from the

exploitation of the Subject Rights. In other words, while the downside

for the investment was protected against, there was no limit on the

upside for the investment.

30. The minimum guaranteed return primarily kicks in only in

scenarios where the film is not released or is not monetized for any

reason as of October 31, 2025. This is how that date gains significance.

Under Clause 2.1.2 the tenure of the assignment would continue until

the entire consideration is received from all sources upon exploitation

of the Subject Rights. If a variable income inflow is contracted, such

assignment could last even beyond October 31, 2025. Even the

termination clause kicks in only if there is a failure to release the film

until October 31, 2025. If the film is indeed released, the Agreement

would terminate only on "the completion of the terms hereof", which

would mean Clause 2.1.2 running its course.

31. Therefore, it cannot be with the certitude that Sipping Tea would

commend to the Court, that the Agreement purely entails an

investment of Rs.5 crores for a return of Rs.1 crore in a six-month

timeframe, with the assignment merely being a side show. A closer

reading of the provisions would indicate that Global Impex agreed to

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future returns of 33.33% of the earnings for a present value of Rs. 5

crores, with an assurance of a return of Rs. 1 crore by October 31, 2025.

To secure such investment transaction, the Subject Rights were charged

to Global Impex.

32. Towards this end, an escrow account was to be opened within

seven days of the execution of the Agreement. That date fell on May 1,

2025. The deadlines arrangement in the Agreement prima facie seems

to have been carefully negotiated with intermediate sub-steps and

milestones being agreed. First, an opening tranche of Rs. 1.5 crores was

to be invested, which Global Impex paid. Second, the account to which

the investment was to be remitted was to be indicated for Global Impex

to remit the next tranche of Rs. 1.5 crores. While this was meant to be

an account in ICICI Bank, Global Impex did remit the amount to the

same account to which it remitted the first tranche. The idea of a

designated account would have been to enable monitoring of

expenditure of funds from that account, but that was for Global Impex

to waive, and it appears to have done so. Third, the escrow account was

to have been opened by May 1, 2025. Fourth, the public notice in the

trade journal was to be published by May 3, 2025. Finally, the last

tranche of Rs. 5 crores was to be invested on May 9, 2025, by which

time, the public notice would have been published and the escrow

account would have been opened.

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33. It cannot be anybody's reasonable case that without CBFC

certification, contracts to exploit the Subject Rights could not be

negotiated and executed. It is the Subject Rights over which Global

Impex was given rights under the Agreement. As and when such deals

are possible to be struck, the escrow agreement ought to have been in

place to receive any payments under that head. Therefore, there is

nothing unreasonable for Global Impex to have kept following up on

the opening of the escrow account. Prima facie, I am not convinced that

the investment of the balance Rs. 2 crores had no connection

whatsoever with the opening of the escrow account - this is the prime

contention on behalf Sipping Tea. The opening of the escrow account

was an integral element and feature of a carefully interwoven bundle of

steps that the parties had agreed upon.

34. To my mind, that the funding-related provisions in Clause 2.1.1

did not specifically link the investment to the opening of the escrow

account provided for in Clause 2.1.4, does not turn the needle. Both the

provisions are sub-clauses in the same Clause 2.1, which stated that

Sipping Tea was agreeing to assign rights on the terms and conditions

set out in the sub-clauses. That apart, the very opening provision of the

Agreement, after the recitals states the following:

"NOW THEREFORE IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREINAFTER AND

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OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES, INTENDING TO BE BOUND LEGALLY, AGREE AS FOLLOWS:"

[Emphasis Supplied]

35. Each of the promises in the Agreement across clauses, and

without doubt, the promises within the sub-clauses of the same Clause

2.1 were reciprocal promises and constitute the overall weave of the

fabric of the Agreement.

Conduct and Implications:

36. In this light, the conduct of Sipping Tea on the issue of opening

of the escrow account is inexplicable and evidently slippery. When one

looks at the correspondence between the parties whether by email or on

instant messaging on WhatsApp, it is evident that Mr. Sudipto Sen has

been evasive regularly postponed the commitment to opening the

escrow account - never raising any point of principle that was a hurdle

to the opening of such account but every single time stringing Global

Impex along about the opening of the escrow account being imminent

(almost every time, projected for completion on the next day). The

record emphatically underlines the fact that Sipping Tea kept assuring

Global Impex that the escrow account is on the verge of being opened

and that too, invariably on the next date, whenever such assurance was

given. Such assurance continued right from April 28, 2025 all the way

through May 31, 2025 and onwards into June 2025. It is a matter

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record that even as of June 28, 2025, the escrow account had not been

opened.

37. Prima facie, it would be apparent to any reasonable mind reading

the correspondence that Mr. Sen perhaps did not intend to open the

escrow account at all, but never stated what he truly desired. There was

no protest about the delay in receipt of Rs. 2 crores leading to stress in

completing the work, but suddenly on June 15, 2025, he would assert

that he could not wait forever and that his production team "red lit" the

need for funds. The Agreement could even be read to mean an

investment in bridge financing in the release and distribution of the

movie. It does not contain any restriction on the specific end use and

only entails a reporting requirement of how the funds are used (Clause

4.1.7). Mr. Kamath is right in pointing to Clause 8.5, which requires the

credits section of the movie to depict Global Impex as an "Associate

Producer", which would indicate that prima facie, Global Impex

acquired a stake for the present value paid to Sipping Tea.

38. Prima facie, it appears that Sipping Tea may have had second

thoughts about having sold the Subject Rights for just Rs. 5 crores

(potentially going by changing perception about what more the Subject

Rights could have fetched). The correspondence between the parties

does not have any protest or whisper about the Rs. 2 crores holding

things up in the making of the movie. It indeed contains repeated

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multiple assurances about the escrow account being ready to be signed.

By all accounts the indication, prima facie, is that Sipping Tea's

intention to open the escrow account and the consequential

accountability had faded, and it kept postponing the opening of the

escrow account.

39. It is pertinent that the Agreement contains explicit provisions

that there can be no agreement with any other third party which should

conflict with the terms of the Agreement (Clause 4.1.5). That apart,

Sipping Tea was to indemnify Global Impex from any third party claim

in relation to the Subject Rights assigned under the Agreement (Clause

4.1.6). Therefore, it is evident that if Sipping Tea has entered into a

conflicting deal with any other third party, it would have violated the

Agreement. If Sipping Tea had decided to self-finance Charak without

any third party deal, there would still remain the question of having

agreed to charge the Subject Rights for an investment of Rs. 5 crores,

promising a 33.33% return.

Conclusions and Directions:

40. Based on the aforesaid analysis, one must consider what is the

protective measure that would best preserve the subject matter of the

Agreement. Considering the conduct of Sipping Tea, it is apparent that

there appears to be an intention to breach the Agreement and resile

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from the committed terms of contract. Not protecting Global Impex

would significantly erode its right to invest; to future earnings of

33.33% from the movie; and to protection of its exclusive interests

contracted in the Agreement without any third party interest

cannibalising its rights.

41. To a pointed query about whether any third party interests had

been created so far, it was stated that no such interests had been

created - more so, when according to Sipping Tea, the work has not

come into existence. Whether Sipping Tea had any use for the

remaining money is not an absolute question but whether Sipping Tea

could renege from a contract to charge the Subject Rights to Global

Impex for an investment amount of Rs. 5 crores for returns of 33.33%

is the subject matter of the dispute. Taking these factors into account, a

case has been made out for intervention in exercise of jurisdiction

under Section 9 of the Act.

42. Sipping Tea's proposal to return the money invested so far could

at best be a proposal to renegotiate the Agreement. As stated earlier, all

observations made in this judgement are purely prima facie in

character, aimed at examining what appropriate measures would

protect the subject matter of the arbitration agreement. Likewise, it is

made clear that the intervention being made now is only an interim

protective measure until the arbitral tribunal convenes to determine

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after examining the matter in more detail to then decide if such

measure could be substituted, enhanced, diluted or vacated.

43. At this stage of the proceedings, it would not be possible to

conclude that Global Impex has not been ready and willing to perform

its part of the bargain by investing the last tranche of Rs. 2 crores, when

Sipping Tea has simply failed to meet the obligation to open an escrow

account at a time when the field would be ripe to negotiate contracts to

exploit the movie and the Subject Rights.

44. The provisions of Clause 6.2.4 were pressed into service by Dr.

Tulzapurkar to indicate that Global Impex had contractually agreed not

to seek injunctive relief on the production, marketing or distribution of

the film against Sipping Tea or its assignee, or any production

marketing or distribution of the film in any manner whatsoever. The

clause was assailed by Mr. Kamath as being an agreement in restraint

of legal proceedings. Neither facet is relevant for a protective measure

pending commencement of arbitration under Section 9 of the Act. To

begin with, Clause 6.2.4 is explicitly agreed as a "consequence of

termination". Under Clause 6.1, termination could primarily take place

when the Agreement has worked itself out. If the movie were not

released until October 31, 2025 on any platform, Clause 6.1 itself

provides for a consequence - Global Impex would be entitled to exploit

all the rights to the movie until it recovers its minimum assured return

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to which would be added a further return of 3% per month after

October 31, 2025 until such amount is realised. Thereafter, all rights

would vest back in Sipping Tea, and thereafter, no injunctive relief can

be claimed. This is again a prima facie reading of the provision.

45. In these circumstances, not protecting Global Impex in respect of

its rights to the completed work would be detrimental to its interests

and would undermine the very foundation of the Agreement. This

would cause irreparable damage to the subject matter of the arbitration

agreement. In any case, the arbitral tribunal may substitute, dilute,

enhance or modify the interlocutory arrangement made hereby once it

is seized of the matter with enough material to take a decision on

altering the position.

46. When dictation of this judgement was concluding, Mr. Soman on

behalf of Sipping Tea would submit that Sipping Tea would be willing

to deposit Rs. 3 crores by the end of August 2025, and Global Impex

may make a claim for damages, with such deposit abiding by the

outcome of the arbitration. He would submit that in any view of the

matter, even if one were to consider the Agreement as an uncapped

right to earn all the returns to the extent of 33.33% of the realisation

from the movie, this would be a claim of a monetary amount, and that a

restraint on the movie would hurt both parties.

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47. It is left open to make this submission to the arbitral tribunal at

the threshold when the arbitration proceedings commence. My

attempts at getting the arbitration kickstarted having failed, taking into

account the conduct of Sipping Tea as seen from the record, I am not

convinced about the appropriateness of this suggestion even at this

preliminary protective stage. Sipping Tea may make this suggestion to

the arbitral tribunal, but if there is no protection until the arbitral

tribunal has had a chance to be apprised of the matter, grave and

irreparable injury to the subject matter of the Agreement would take

place. It would also be more convenient to protect against further

breach of the Agreement - if indeed third party rights are created, with

a mere promise to deposit monies three weeks from now, it would

cause irreversible injury to Global Impex. The conduct of Mr. Sen in

stringing Global Impex along about the escrow account and the sudden

declaration on June 15, 2025 that Sipping Tea has moved on, does not

inspire confidence in this suggestion at this stage.

Moulded Reliefs:

48. Therefore, in my opinion, interim protective measures in exercise

of the jurisdiction under Section 9 of the Act would follow in terms of

prayers clauses (a) and (b), which, upon moulding by this Court, would

read thus:-

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(a) A temporary injunction shall apply, restraining the Respondent, Sipping Tea LLP, its Partners (including Designated Partners), employees, servants, nominees, agents, associates, etc. or any other person claiming through and under Sipping Tea from proceeding with any screening / showcase / premier of the movie Charak and/or proceeding with release of the movie Charak and / or from proceeding with any works relating to the release of the movie that is not in conformity with the obligations of Sipping Tea as contracted under the Agreement;

(b) A temporary injunction shall apply, restraining the Respondent, Sipping Tea LLP, its Partners (including Designated Partners), employees, servants, nominees, agents, associates, etc. or any other person claiming through and under Sipping Tea LLP, from in any manner selling, dealing, transferring, alienating or creating any third party rights or creating any other interest in, all the rights of the said Film including Foreign Rights, OTT Rights, Satellite Rights, Music Rights, Theatrical Rights or any other rights of the movie Charak in the entire universe, including but not limited to any metaverse and / or any virtual worlds.

49. Such reliefs would continue until the Learned Arbitral Tribunal

has had occasion to hear the parties and further consider whether any

vacation, substitution, dilution or enhancement of such reliefs is

warranted. The parties are at liberty to address the arbitral tribunal in

this regard. The arbitral tribunal may determine the same,

uninfluenced by the observations made in this order.

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50. All actions required to be taken pursuant to this order, shall be

taken upon receipt of a downloaded copy as available on this Court's

website.

[SOMASEKHAR SUNDARESAN, J.]