Madras High Court
Mr. Praveen Raj Jayachandran vs M/S. Fusion Vr on 26 September, 2025
Author: Senthilkumar Ramamoorthy
Bench: Senthilkumar Ramamoorthy
2025:MHC:2297
C.S.No.57 of 2021
IN THE HIGH COURT OF JUDICATURE AT MADRAS
Reserved on 02.09.2025
Pronounced on 26.09.2025
CORAM:
THE HONOURABLE MR. JUSTICE SENTHILKUMAR RAMAMOORTHY
C.S. No. 57 of 2021
Mr. Praveen Raj Jayachandran
Managing Director
Hexr Factory Immersive Tech Pvt Ltd.
Having office at No.17/1
Periyar Road
T.Nagar
Chennai – 600 017. ... Plaintiff
Vs.
M/s. Fusion VR
No.162, First Floor
Thirugnana Sambandar Street,
Thiruvalleshwar Nagar,
Thirumangalam,
Anna Nagar West,
Chennai – 600 040.
Rep. by its Managing Partner
Mr.C.S.S.Bharathy ... Defendant
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C.S.No.57 of 2021
Prayer : Plaint filed under Order IV Rule 1 of OS Rules read with Order
VII Rule 1 CPC, 1908, Section 55 and Section 62 of the Copyright Act and
Section 7 of the Commercial Courts, Commercial Division and Commercial
Appellate Division of High Courts Act 2015, praying to grant a Judgment
and Decree on the following Terms:
a) Granting Permanent Injunction restraining the defendant, their
menb, servants, agents or anyone claiming under them from in any manner
infringing the COPYRIGHT of the Plaintiff in the concepts, software,
integrated digital visual experience, technology comprising of Al, Computer
Vision, Touch/Interactive Display, 2D/3D Projections, Augmented Reality
and other gamified 2D/3D animation applications referred to as PROJECT
by applying it in the Museum and Knowledge Park and Memorial for the
Former Chief Minister of Tamilnadu Puratchi Thalaivi Selvi J.Jayalilthaa at
Chepauk, Chennai 600005 or any other place;
b) Directing the defendant to pay the plaintiff a sum of
Rs.2,50,00,000/- (Rupees Two crore fifty lakhs only) as damages for the
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C.S.No.57 of 2021
infringement and revenue illegally earned by the defendant by using the
concepts, software, iegrated digital visual experience, technology
comprising of Al, Computer Vision, Touch/Interactive Display, 2D/3D
Projections, Augmented Reality and other gamified 2D/3D animation
applications referred to as PROJECT in the works at the Museum and
Knowledge Park and Memorial for the Former Chief Minister of Tamilnadu
Puratchi Thalaivi Selvi J.Jayalalitha at Chepauk, Chennai 600005.
c) Direct the defendant to pay the plaintiff the costs of the suit and;
d) Grant such further or other reliefs as the Hon'ble Court deem file
and proper in the facts and circumstances of the case.
For Plaintiff : Mr.AR.L.Sundaresan
Senior Advocate
assisted by Ms.Meena Rukmani
for M/s.C.Santhosh Kumar
For Defendant : Ms.Suba Shiny
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C.S.No.57 of 2021
JUDGMENT
The suit was filed for a permanent injunction to restrain the defendant
from directly or indirectly infringing the plaintiff’s copyright in the
concepts, software, integrated digital visual experience, technology, etc.,
relating to the Museum, Knowledge Park and Memorial Project (the Amma
Memorial Project) for the former Chief Minister of Tamil Nadu, Dr.
J.Jayalalitha. The plaintiff had also prayed for a sum of Rs.2.50 crore as
damages for alleged infringement and the alleged unlawful revenue earned
through such infringement. The relief of permanent injunction became
infructuous because the project was implemented before the suit was heard.
Consequently, it has become unnecessary to decide Issue No.7.
2. In the plaint, the plaintiff states that he is the founder and
Managing Director of Hexr Factory Immersive Tech Private Limited and
has rich experience in ideation, software development, hardware
development, etc. The plaintiff further states that the managing partner of
the defendant approached him in the first week of June 2022 and informed
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him that there was a proposal by the Government of Tamil Nadu to create a
memorial museum for Dr.J.Jayalalitha and that a presentation was required
in relation thereto. Towards that end, the plaintiff states that he invested
time and energy and used his knowledge and experience to create concepts,
software, integrated various inputs, and created a digital visual experience
involving AI, touch/interactive display, augmented reality, 2D/3D
animation applications, etc. After undertaking such work in June 2020, the
plaintiff states that he shared the interactive walk-through presentation with
the defendant between June and July 2020. According to the plaintiff, the
defendant agreed to pay the plaintiff 50% of the profits derived from the
Amma Memorial Project.
3. The plaintiff further states that the presentation was made
successfully by the defendant on 07.07.2020 and that the contract was
awarded to M/s. B.Sathyamoorthy and Company, who, in turn, engaged the
services of the defendant for the digital aspects of the project. On
14.12.2020, the defendant forwarded an agreement to the plaintiff by email,
providing for a 40% share of the profits for the plaintiff. Since this was not
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in line with the earlier assurance that the plaintiff would receive 50%, the
plaintiff sent an email to the defendant saying that a meeting be scheduled
to sort out the differences. The plaintiff further states that the defendant did
not agree to give the plaintiff 50% of the profits. After issuing notice dated
09.01.2021 calling upon the defendant not to use the works created by the
plaintiff, the present suit was filed. The plaintiff also states that the
defendant is likely to make a profit of 5 crore from the project and that the
plaintiff is entitled to a sum of Rs.2.50 crore as damages.
4. In the written statement, the defendant has raised the preliminary
objection that the Copyright Act, 1957 (the Copyright Act) does not protect
ideas. The defendant further stated that only a draft agreement was shared
with the plaintiff and that no agreement was executed between the parties.
The defendant expressly denied the plaintiff’s assertion that he was
promised 50% of the profit share by the defendant. According to the
defendant, the plaintiff had agreed to undertake various activities in relation
to the project, but failed to fulfil such obligations. Because the plaintiff
failed to fulfil the obligations, the defendant states that he was constrained
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to execute the project with his own team by incurring expenditure for such
purpose. The defendant asserts that the total revenue from the project was
Rs.4,66,00,000/- and the total project expenses were Rs.3,90,76,974/-. After
taking into account GST, it is stated that the net profit was only
Rs.32,78,115.44/-.
5. The plaintiff filed a reply statement in response to the written
statement. In the said reply statement, the plaintiff stated that he shared
various documents and project files with the defendant including concepts,
presentations (Word, PPT, PDF), 3D rendered images, walkthrough videos,
interactive Windows application, budget, costing sheet, timeline and
technical project document. According to the plaintiff, the above were
created specifically for the Amma Memorial Project and that the plaintiff is
the proprietor of such materials. The plaintiff says that the total expenditure
estimated in the plaintiff’s budget was Rs.2,07,00,000/-. As regards the
revenue and expenditure details provided by the defendant, the plaintiff
states that the total expenditure would be only Rs.2,04,55,274/- if invoices
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are taken into account by excluding quotations, and that this roughly
matches the budget prepared by the plaintiff as regards expenditure.
6. Based on these pleadings, the following issues were framed on
15.12.2021:
“(i) Whether the defendant had approached the plaintiff for
development of concepts, softwares, integrated various inputs and
created a digital visual experience, technology comprising of AI,
Computer Vision, Touch/Interactive Video Display, 2D/3D
projections, Augmented Reality and other gamified 2D/3D
animation applications for providing Digital Interactive Video
Display and additional amenities to the museum and knowledge
park for the construction of memorial for former Chief Minisster
of Tamil Nadu Puratchi Thalaivi Selvi J.Jayalalitha at Kamarajar
Salai, Chennai-600 005 and if so, under what terms?
(ii) Whether the plaintiff has proved that the technical
document presentation alleged to have been forwarded by the
plaintiff to the defendant is the same as the final Amma Museum
project as developed by the defendant?
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(iii) Whether the plaintiff has delivered any source code or
software development kit or application programming interface or
project file or software build of proof-of-concept of the Amma
Museum project, developed or alleged to have been developed by
plaintiff?
(iv) Whether the plaintiff had authored such works as
required by the defendant and delivered the same to the
defendants as per the agreed terms?
(v) Whether the plaintiff can claim any copyright over the
technology and concepts in any underlying programs?
(vi) Whether there was any written agreement entered into
between the parties and if so, the defendants had violated the
terms of agreement and thereby infringe the copyright of the
plaintiff?
(vii) Whether the plaintiff is entitled for the relief of
permanent injunction against the defendants?
(ix) To what other reliefs, the parties are entitled to?”
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7. The plaintiff adduced evidence by examining himself as PW1. In
course of the examination-in-chief of PW1, 48 documents were exhibited as
Ex.P1 to Ex.P48 and one material object was exhibited as M.O.1. The
defendant adduced evidence through Mr. C.S.S. Bharathi, Managing
Partner, who was examined as DW1. 23 documents were exhibited through
DW1 as Ex.D1 to Ex.D23. Each witness was cross-examined by learned
counsel for the counter party.
Counsel and their contentions:
8. Oral arguments on behalf of the plaintiff were advanced by Mr.
AR.L. Sundaresan, learned senior counsel, who was assisted by Ms.Meena
Rukmani and Mr.Santosh Kumar, learned counsel. Oral arguments on
behalf of the defendant were advanced by Ms. S.Suba Shiny, learned
counsel.
9. After referring to relevant paragraphs of the plaint and written
statement, learned senior counsel for the plaintiff submitted that the
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following documentary and oral evidence would establish the extent of
work carried out by the plaintiff for the defendant.
9.1. He first referred to Ex.D46, which is a WhatsApp message sent
on 19.3.2020. He submitted that the plaintiff informed the defendant that he
would be a partner in the defendant’s project and that only technical support
would be given through Hexr.
9.2. By referring to Ex.D5, learned senior counsel submitted that
several documents pertaining to the project were attached and forwarded
under the said email. He also referred to the email and the WhatsApp
communications between the plaintiff and defendant from 06.07.2020 to
25.12.2020, which were collectively exhibited as Ex.P2. He further referred
to Ex.P21, which consists of WhatsApp group voice messages of the
defendant regarding a meeting with the Chief Minister.
9.3. Thereafter, by referring to the oral evidence of PW1, particularly
the answers to questions 5 to 17, learned senior counsel pointed out that the
defendant stated that he developed an interactive visualisation application in
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June 2020 for the Amma Memorial Project. He also pointed out that PW1
expressly denied the suggestion that the plaintiff only prepared the proposal
for getting the initial approval from the Chief Minister and not the final
project.
9.4. By referring to PW1’s answer to question 47, learned senior
counsel submitted that the witness stated that he developed the Amma
achievements timeline interactive digital wall, interactive quiz, augmented
reality photo booth, virtual cycling, interactive chat, touch-and-throw and
interactive colouring application.
9.5. By referring to the oral evidence of DW1, learned senior counsel
submitted that Ex.D6 was shown to DW1 and he was asked to state whether
the document records that it is a museum concept authored by Praveen Raj
Jayachandran and that the witness agreed but stated that he had credited
himself. He also pointed out that the witness was asked whether he objected
to the plaintiff calling himself the author of the document and that the
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witness agreed that he did not object. The answer to question 44 was also
relied upon in this regard.
9.6. After referring to questions 80 to 83 and the answers thereto of
DW1, by referring to the plaintiff’s estimate (Ex.D14) and the defendant’s
alleged expenses at Ex.D23, learned senior counsel concluded his
arguments by submitting that if the quotations submitted by the defendant
were excluded, the plaintiff’s estimate of total expenditure of about Rs.2.04
crore tallies with the expenditure incurred by the defendant. Therefore,
learned senior counsel submitted that the actual profit earned by the
defendant would be about Rs.2.6 crore and that the plaintiff is entitled to
50% thereof.
10. In response to these contentions, learned counsel for the
defendant submitted that the Government of Tamil Nadu has not been
joined as a party and that the relief of permanent injunction is liable to be
rejected. According to learned counsel, the only work executed by the
plaintiff was to prepare a presentation and send it as a PDF and that this was
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no more than a concept or idea. Even with regard to such presentation,
learned counsel contended that the defendant was the co-author of the
collaborative work. In support of this contention, she relied on the following
oral and documentary evidence.
10.1. By referring to Ex.P34, which is the pre-qualification
application floated by the PWD, learned counsel submitted that the tender
requirements were specific and entailed inter alia software development,
animation, interface, and hardware. According to her, these requirements
were not satisfied by the plaintiff, who merely provided a presentation for
purposes of submitting a bid for a project.
10.2. By referring to the cross-examination of PW1, particularly the
answers to questions 94 to 97, learned counsel submitted that the witness
was even unaware of the number of applications used in the Amma museum
and also agreed that the Unity engine had not been used by him. She also
referred to question 109, dealing with the 249 deliverables mentioned in the
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tender documents, and the witness' answer that he is not sure how many of
those deliverables were delivered by the plaintiff to the defendant.
10.3. She further submitted that the plaintiff had not even handed
over the source codes to the defendant and that the claim for share of profit
is not tenable. In that connection, reference was made to questions 85 to 87
in the cross-examination of PW1.
10.4. As regards the expenditure and profit, by referring to Ex.D23,
learned counsel contended that except the documents at pages 295 and 317
of the convenience volume of the defendant’s documents, all the said
documents are invoices. In any event, learned counsel submitted that it is
not necessary for the defendant to prove the exact quantum of expenses
because the plaintiff is not entitled to share of profits. As regards the draft
agreement, she submitted that it is indicative of the profit share that the
defendant was willing to share with the plaintiff provided the plaintiff
executed the project for the defendant. Because the plaintiff merely
provided the presentation and did not submit any of the deliverables, she
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submitted that the plaintiff is not entitled to anything more than reasonable
compensation for services provided. She also maintained that the total profit
was only Rs.32,78,115.44/-.
11. By way of rejoinder, learned senior counsel for the plaintiff
reiterated that all the submissions to the Government of Tamil Nadu were
expressly stated to be authored by the plaintiff. He countered the contention
that the plaintiff merely supplied a presentation by referring to the
following.
11.1. By referring to Ex.P5, email dated 30.06.2020 from the plaintiff
to the defendant, which includes documents uploaded on Google Drive.
Similarly, he pointed out that a zip file was attached to email of 06.07.2020
(Ex.D8).
11.2. With reference to WhatsApp messages between the plaintiff and
defendant that were filed collectively as Ex.P43, learned Senior Counsel
submitted that the defendant admitted that he had received a sum of Rs.1.25
crore and that he should compensate the plaintiff for his support on the
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project.
11.3. As regards the expenses, learned senior counsel contended that
the quotation at page 295 of the volume of defendant’s exhibits is for an
aggregate sum of Rs.1,02,66,000/- and that this constitutes a substantial
portion of the alleged expenses.
11.4. Learned senior counsel also played a video from M.O.1
containing the presentation prepared by the plaintiff for the defendant.
Discussion, analysis and conclusions:
Issue No.1:
12. Out of the eight issues framed by this Court, the first issue relates
to whether the defendant approached the plaintiff in respect of the Amma
Memorial Project. On perusing the written statement of the defendant, it is
evident that the plaintiff was required to assist in the implementation of the
Amma Memorial Project on the basis of the presentation provided by him. It
is immaterial as to whether the plaintiff approached the defendant in that
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regard or vice versa. The agreed position appears to be that the plaintiff was
required to provide services in relation to the project. Issue No.1 is disposed
of by holding so.
Issue No. 5 and 6:
13. These issues relate to whether the plaintiff can claim copyright
over the technology and concepts and whether there was any written
agreement between the parties, and whether the terms of such agreement
were violated thereby resulting in an infringement of copyright. I deal with
Issue No.6 first. As an attachment to email of 14.12.2020 (Ex.P45), the
defendant sent a draft agreement to the plaintiff (related emails and draft
agreement collectively Ex.P45). The said agreement inter alia provides that
the plaintiff would be entitled to 40% of the profit upon overall completion
of the project. The relevant clause is as under:
“14. Special Provision:
The profit derived from the overall completion of the Digital
Experience Project shall be apportioned as 40% in favour of Hexr
Factory. The determination of profit is subject to successful
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completion and acceptance of the project by Client and receipt of
final payment by Company after recognition of all project costs
and applicable taxes.”
14. Upon receipt of this draft agreement, by reply email of
14.12.2020, the plaintiff stated that he was disappointed with the agreement
and needed clarifications. By a later email in the afternoon on the same date,
the plaintiff informed the defendant that he is trying to reduce the numbers
after winning the project. In a reply mail later that afternoon, the defendant
stated that he promised only 40% and not 50%. The plaintiff replied stating
that he had informed the defendant that only 50/50 would work because the
plaintiff had worked on the concept and presentation from scratch and that
the defendant agreed to that. Eventually, by email sent at about 4:35 pm, the
defendant stated that the plaintiff had only visually rendered the concepts
and that in the last six months, the defendant was 100% handling the
project. Significantly, the defendant stated as under in the said email:
“It is my project and I am responsible for the delivery. For your
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initial few weeks help, I will discuss with you and pay for that.”
15. The conclusion that follows from the above discussion is that
parties could not execute the written agreement because of the disagreement
over the profit-sharing clause in the draft agreement. The defendant,
however, agreed to compensate the plaintiff for services provided. Section
70 of the Indian Contract Act, 1872 (the Contract Act), which reads as
under, is relevant in this regard:
“70. Obligation of person enjoying benefit of non-gratuitous act
Where a person lawfully does anything for another person, or
delivers anything to him, not intending to do so gratuitously, and
such other person enjoys the benefit thereof, the latter is bound to
make compensation to the former in respect of, or to restore, the
thing so delivered or promised.”
16. The draft agreement and the emails relating thereto lead to the
unequivocal conclusion that the plaintiff intended to provide services non-
gratuitously and the defendant also intended to receive such services non-
gratuitously. In fact, parties endeavoured to reach and record a written
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agreement inter alia incorporating the monetary compensation for such
services, but could not execute such agreement owing to failure to resolve
the disagreement over compensation. This dispute resulted in the suspension
or abandonment of further services, thereby also leading to a further dispute
over the extent and value of services provided by the plaintiff. While the
dispute over extent and value of services remains to be determined and such
determination would be a pre-requisite for the fixation of reasonable
compensation under Section 70, the inescapable conclusion is that there is a
quasi-contract between the parties.
17. Issue No.5 and the second limb of Issue No.6 may be decided
conjointly. As regards ownership of copyright, the Copyright Act does not
extend the benefit of copyright protection to mere ideas or concepts. The
expression of such idea is, however, entitled to protection. The documents
on record disclose that the plaintiff sent the materials to the defendant inter
alia under Ex.P5 and Ex.P26, which contain visualisation of concepts and
an application. All the materials sent by the plaintiff attribute authorship to
the plaintiff. The following questions and answers in course of the cross-
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examination of DW1 are pertinent in this connection:
Q21: In Ex.D6 it is stated that museum concept authored by Praveen Raj
Jayachandran. Is it correct?
A: Yes, He has credited himself.
Q22: Have you objected for the same?
A: I did not object. Witness adds: because I always mentored and trained
him.
Q44: Why you have presented the final presentation with the heading
authored by Praveen?
A: He himself credited as author since he was an insider of Fusion
VR. But the submission was by Fusion VR as a company.
The above answers of DW1 do not inspire confidence and the
documentary and oral evidence lead to the conclusion that the plaintiff is the
owner of the copyright in the materials (i.e. visualisation and expression of
concepts and application) forwarded by him to the defendant. These
materials were, nonetheless, sent for purposes of being used in relation to
the Amma Memorial Project. Therefore, it cannot be said that the defendant
infringed the plaintiff's copyright by using the material. Issue Nos. 5 and 6
is disposed of on these terms.
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Issue Nos.2 to 4 and 8:
18. Given the conclusion that the plaintiff provided non-gratuitous
services to the defendant and the defendant agreed to compensate for the
same, the critical issue in this case relates to the nature of services provided
by the plaintiff to the defendant and the determination of reasonable
compensation for such services. The plaintiff and the defendant exchanged
WhatsApp messages between 03.06.2020 and 06.07.2020 and these
messages were collectively exhibited as Ex.P1. In WhatsApp message of
04.06.2020, the plaintiff states that he has shared some videos for the
defendant's reference in relation to the Amma Museum. These WhatsApp
messages indicate that the plaintiff and defendant discussed and exchanged
documents in PDF and videos relating to concepts - such as cycle game,
interactive questions and answers – for the Amma Memorial Project. From
the documents included in Ex.P1, it appears that the plaintiff created eight
concepts, namely, virtual cycling, augmented reality photo booth, Amma
achievement timeline, interactive chat, touch and throw application,
interactive digital, interactive quiz and interactive colouring application
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after discussions with the defendant. In order to assess the extent of work
executed by the plaintiff, it is profitable to consider the following.
18.1. By email of 30.06.2020 (Ex.P5), the plaintiff appears to have
sent the Amma memorial demo build by uploading the relevant documents
on Google Drive.
18.2. By email of 06.06.2020 (Ex.D8) from Srijith Shrinivas of Hexr
Factory to the defendant, the plaintiff has attached the interactive build of
Amma Museum as a zip file.
18.3. By email of 16.11.2020 (Ex.P31) from the plaintiff to the
defendant, the plaintiff has attached a presentation with flow charts relating
to each of the eight concepts. On the following date, 17.11.2020, technical
documents have been attached by the plaintiff to the email sent to the
defendant. This is in the nature of a zip file (Ex.P32).
19. The above documentary evidence indicates that the plaintiff
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played a key role in conceiving of and visually expressing eight concepts in
the documents forwarded to the defendant either in the Google Drive or as
zip files. Some of the work was done in June and early July 2020 in relation
to the presentation made by the defendant at the pre-tender stage. Ex.P32
indicates that the plaintiff continued to work on the project in November
2020. The defendant has submitted its quotation/bid for the project and sent
a copy thereof to the plaintiff under Ex.P33. This document sets out the
deliverables in relation to six concepts. It also contains the plaintiff's
quotation for an aggregate sum of Rs.5,33,00,000/- consisting of the price
of Rs.4,93,75,000/- and GST of Rs.59,25,000/-.
20. As mentioned earlier, the draft supply agreement was forwarded
by the defendant to the plaintiff as an attachment to email of 14.12.2020.
This resulted in a serious disagreement between the parties with regard to
profit sharing. By WhatsApp message of 25.12.2020 (part of Ex.P2), the
plaintiff stated as under:
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21. The defendant replied as under (also part of Ex.P2):
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22. The above WhatsApp exchanges disclose that the defendant
agreed that the plaintiff had carried out work relating to the Amma
presentation, including 3D rendering thereof, installation column coding
and workshop demo partial coding. It also shows that the defendant agreed
to make payment for the same upon receipt of the invoice. From the
plaintiff's reply, it appears that the plaintiff was unwilling to accept anything
less than 50% of the profits. The plaintiff also stated that he had completed
70% of the programming on all eight experiences.
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23. The next aspect to be considered is whether the plaintiff
completed work and, if not, the percentage of work completed by him. The
cross-examination of PW1 throws light on this aspect. During the cross-
examination of PW1 on 15.09.2022, the following questions and answers
were recorded:
Q121 : (Ex.P2 is shown to the witness.) Am I right in saying
that you have purportedly completed 70% of the
work assigned to you by the defendant in the month
of December 2020?
A : Yes.
Q122 : When did you complete 100% of the work and
when did you hand over the fully completed work to
the defendant?
A : The communication referred to in page 7 of Ex.P2 is
for the final delivery of the project. I have delivered
interactive visualization application in the month of
July 2020 which was utilized for CM presentation to
get approval for the tender. The same is a
requirement for the tender.
Q123 : Going by the answer to your previous question, does
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it mean that you have not delivered the work
mentioned in page 7 of Ex.P2?
A : No. I could not deliver because Mr. Bharathi did not
enter into an agreement with me.
Q124 : Did you complete the work 100% or did you stop the
work at 70% of completion?
A : No. I could not deliver the job done for the final
delivery without the agreement.
From the above answers, it follows that the agreed position is that the
plaintiff did not complete the work assigned to him in relation to the Amma
Memorial Project. While he asserts that he completed 70% of the
programming, it remains to be considered as to how much of this work
could be utilized by the defendant for the project.
24. PW1 was also questioned regarding the software developed by
him for the Amma Memorial Project. The relevant questions and answers
are as under:
Q16 : Can you name the software that you had developed for
the Amma Project?
A : Interactive visualisation application.
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Q17 : When did you develop this application?
A : I developed in the month of June 2020.
PW1 was asked specifically whether he handed over the source code or the
software development kit, etc. The relevant questions and answers are as
under:
Q 80 : You claim to have created a lot of programs for this Amma
project. Did you hand over the source code or software
development kit or application programming interface, or
project file or software build of proof of concept of the
museum project?
A : Yes, I have not submitted the source code, I have sent the
build of the application.
Q81 : Have you filed the document here?
A : Yes
Q82 : Can you specify the document number which you have filed
along with the plaint?
A : It was done on multiple occasions, but Ex.P6 is one of the
documents.
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25. The above answers of PW1 lead to the conclusion that the
plaintiff provided a presentation consisting of eight concepts; and an
interactive visualisation application along with the software build to the
defendant. This conclusion is buttressed by M.O.1. The plaintiff, however,
did not hand over the source code. He also stated that such source code was
intended to be handed over only after completion of the entire project. With
regard to the sharing of the application without the source code, it is
pertinent to bear in mind that an application is targeted at the user and can
and is typically put to use without the source code. In other words, the
defendant was in a position to put the application to use without the source
code, which would be necessary, however, for programming.
26. The defendant was also questioned about the plaintiff's
contribution to the Amma Memorial Project. Some of the relevant questions
and answers of DW1 are set out below:
Q59: (Ex.D6 email sent by plaintiff to defendant dated 10.06.2020 is
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shown to the witness) I put it to you that all the 8 digital experiences is
attached here as Amma Memorial V2 final.
A: I deny. These are not the 8 experiences executed currently in the
museum in terms of experience titles, 2D, 3D animations user
interfaces, electronics and software architecture including the exterior
designs.
Q68: Item No.9 in M.O.I was played. You have said that the proposal
concepts were made ready by Praveen. Is it correct?
A: I was referring to the first draft of the concept shared by Praveen
which was not part of the video presentation done to the C.M. and the
board. I have also mentioned in this message that Praveen is an internal
member of Fusion VR.
27. On being asked questions relating to the losses suffered by him,
PW1 answered as under:
Q75 : What is the basis for seeking Rs.2.5 crore as damages?
A : I suffered a lot of losses which cannot be measured.
Q76 : Can you name or tell some of the losses you suffered?
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A : Financial loss, I had to undergo a lot of mental stress and
took me months to overcome it, business loss which is
directly because we spent a lot of time on this assuming
that we will get the project and my family was in
distress, my family had to undergo a lot of stress. Some
of my best resources employee had to leave because of
the situation.
Q77 : Have you filed any document to prove the financial loss?
A : No.
28. The clear conclusion that follows from the answers of PW1 to
questions 75 to 77 is that the plaintiff has not provided any basis for the
claim of Rs.2.5 crore as damages. Therefore, the said claim is untenable.
Nonetheless, as discussed earlier, the agreed position that follows from the
evidence is that the plaintiff provided services non-gratuitously and the
defendant even agreed to compensate the plaintiff for such services. The
area of disagreement is with regard to the quantum of compensation.
29. The defendant has filed the list of expenses incurred collectively
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as Ex.D23. The abstract at pages 293 and 294 of the volume of the
defendant's exhibits mentions that the total expenditure is Rs.3,90,76,974/-
and that a sum of Rs.2,04,55,274/- has been paid to the contractors. After
adding GST, it is stated that the total expenditure will be Rs.4,66,00,000/-
and that the net profit is only Rs.32,78,115.44/-. After giving credit to the
sum of Rs.4,25,00,000/- received from the main contractor,
M/s.V.Sathyamoorthy and Co, the defendant states that a sum of Rs.41
lakhs remains payable by the said entity. By order dated 22.02.2021, this
Court restrained M/s. V.Sathyamoorthy and Company from paying the said
sum of Rs.41 lakhs to the defendant until further orders. This order remains
in force as on date. As a result, the main contractor has retained the said
sum of Rs.41 lakhs.
30. With regard to the expenditure statement in Ex.D23, the plaintiff
contended that the quotations submitted by the defendant should be
disregarded because invoices and proof of payment have not been exhibited.
In particular, the plaintiff stated that the defendant has relied upon a
quotation of Rs.1,02,66,000/- from Highbrow Interactive Private Limited
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and a quotation dated 23.12.2020 from Cavion Info Systems for a sum of
Rs.38 lakhs. If the quotations were to be excluded, the plaintiff states that
the expenditure would be roughly about Rs.2.04 crore, and that this would
result in a profit of about Rs.1.86 crore. On the contrary, while maintaining
that the statement of revenue and expenditure is accurate, learned counsel
for the defendant submitted that the plaintiff cannot claim a share of profit
after having abandoned the project. At best, according to the defendant, the
plaintiff is only entitled for reasonable compensation for the limited services
provided. On evaluating the aforesaid rival contentions, I conclude that the
defendant was in a position to exhibit evidence of payment to vendors but
opted not to do so. In the absence of proof of the defendant having incurred
the expenditure of Rs.3,90,76,974/-, weight and materiality cannot be
attached to the claim of the defendant that the total profit was only
Rs.32,78,415. Equally, the plaintiff’s estimate of expenditure and profit of
Rs.1.86 crore cannot be accepted because it is based on the assumption that
the defendant's vendors would have charged in conformity with the
plaintiff's estimate of expenditure.
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31. The evidence indicates that the plaintiff carried out work for the
project between June and December 2020, and that the plaintiff abandoned
the project in December 2020 over the serious disagreement relating to
share of profit. Even as on 08.12.2020, the plaintiff and the defendant
exchanged WhatsApp messages (Ex.P43) wherein the defendant inter alia
said “Payments vice, whatever the % they release to me, the same % of your
software budget I will release immediately. Profits can only be calculated
at the end. Hope I'm fair enough on this....” Thereafter, as noticed earlier, in
the draft agreement submitted in December 2020, the defendant was willing
to offer the plaintiff 40% of the profit share subject to the completion of the
project in all respects. Because the plaintiff did not complete the work, the
plaintiff is not entitled to claim the 40% profit share offered by the
defendant in the draft agreement.
32. In these circumstances, only a fair estimate may be made of
reasonable compensation on the basis of materials on record. Working with
the expenditure statement of the defendant, the total expenditure is
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segregated towards: payment to about 6 sub-contractors, including
Highbrow Interactive and Dreamsnap Studios; payment for hardware;
payment to freelancers; software; rental; and site installation. Out of these
items of work, the plaintiff partly carried out only software related work.
Therefore, it becomes necessary to exclude the expenditure incurred
towards non-software work, such as hardware, freelancers, rent, site
installation and sub-contractors doing non-software work. Using the
quotations and invoices as the basis, if this exercise were undertaken, out of
the 6 sub-contractors, the quotations of Highbrow Interactive and
Dreamsnap Studios indicate that they provided software services. The
amount quoted by them is about Rs.2.12 crore as per the defendant. Other
software related expenses of about Rs.3.5 lakhs have been included in the
statement. On this basis, the expenditure incurred towards software
development appears to be in the region of about Rs.2.15 crore.
33. In the software industry, trade practice shows that the typical
profit margin would be in the range of 20-25%. If a profit margin of 20%
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were to be computed on the software component, it would be in the region
of Rs.43 lakhs. Even as per the plaintiff, only 70% of the programming
work was carried out by the plaintiff and the source code was not provided
to the defendant. Value has to be attributed to the plaintiff for generating
and visualising several concepts that formed the basis, indeed the heart and
soul, of the Amma Memorial Project. The defendant has admittedly received
Rs.4,25,00,000 from the main contractor and only a sum of Rs.41,00,000
remains payable. Considering all these aspects, I fix the reasonable
compensation at Rs.20 lakhs. This amount became payable upon completion
of the project in early 2021. Therefore, this amount shall carry interest at the
rate of 9% per annum from the date of plaint till the date of realization.
Issues 2 to 5 and 8 are disposed of on these terms.
34. As the partly successful party, the plaintiff is entitled to a portion
of costs. The plaintiff had paid a sum of Rs.2,58,051/- as court fee. Given
that the plaintiff only succeeded partly, the plaintiff shall be entitled to a
sum of Rs.1 lakh towards court fee and a further sum of Rs.4 lakhs towards
reasonable lawyer's fees and other expenses. In the aggregate, the defendant
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shall pay the plaintiff a sum of Rs.5 lakhs towards costs.
35. In the result, the suit is partly decreed by directing the defendant
to pay the plaintiff a sum of Rs.20 lakhs towards services rendered with
interest thereon at 9% per annum from the date of plaint till the date of
realization. In addition, the defendant is directed to pay the plaintiff a sum
of Rs.5 lakhs as costs towards part court fee, reasonable lawyer's fees and
expenses. Subject to payment of the above, the prohibitory order issued
earlier is raised.
26.09.2025
Index : Yes/No
Internet : Yes/No
Neutral Citation : Yes/No
PKN
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Plaintiff's witness:
P.W.1 – Mr.Praveen Raj Jayachandran
Defendant's witness:
D.W.1 – Mr.C.Siva Shankara Bharathy
Documents exhibited by Plaintiff (electronic records with Section 65B
certificates):
Exhibits Description
Ex.P1 Whatsapp Communications between the Plaintiff and
defendant from 03.06.2020 to 06.07.2020.
Ex.P2 Printout of Whatsapp Communications between the Plaintiff
and defendant dated 06.07.2020 to 25.12.2020.
Ex.P3 Emails sent by Plaintiff to defendant dated 10.06.2020.
Ex.P4 Printout of emails exchanged between plaintiff and defendant
from 10.06.2020 to 28.06:2020.
Ex.P5 Printout of email sent by plaintiff to the defendant along with
Amma memorial Demo Build on 30.06.2020.
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Exhibits Description
Ex.P6 Printout of email sent by plaintiff to the defendant along with
Interaction build of Amma memorial for presentation to the
Government on 06.07.2020.
Ex.P7 Printout of whatsapp communication between plaintiff and
defendant on 04.06.2020.
Ex.P8 Printout of whatsapp communication between plaintiff and
defendant along with voice recordings, on 05.06.2020
Ex.P9 Printout of whatsapp communication between plaintiff and
defendant requesting to create the presentation and approval
for AC installation on 09.06.2020.
Ex.P10 Printout of Whatsapp Communications between the Plaintiff
and defendant with PWD SE along with Voice message on
09.06.2020.
Ex.P11 Printout of Whatsapp Communication between the Plaintiff
and defendant with feedback regarding presentation from
Government officials on 10.06.2020.
Ex.P12 Printout of Whatsapp voice message from Mukesh Forwarded
to the Plaintiff at 12.26 p.m on 16.06.2020.
Ex.P13 Printout of Whatsapp group message of the defendant sharing
the duplicated presentation along with voice message dated
16.06.2020.
Ex.P14 Printout of Whatsapp Communication containing the
translation of the plaintiff's presentation from English to Tamil
by Joe dated 17.06.2020.
Ex.P15 Whatsapp group message containing the voice-over of the
video presentation dated 19.06.2020.
Ex.P16 Whatsapp group message containing CM'S comment on the
album dated 19.06.2020.
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Exhibits Description
Ex.P17 Whatsapp group message to utilize the plaintiff's library dated
21.06.2020.
Ex.P18 Whatsapp group message of the plaintiff sharing images for
the library dated 22.06.2020.
Ex.P19 Whatsapp group message confirming the receipt of the 3D
renders from the plaintiff dated 25.06.2020
Ex.P20 Whatsapp group message containing the first render out of the
video presentation dated 26.06.2020.
Ex.P21 Whatsapp group voice message of the defendant regarding the
CM meeting and defendants request to prepare him for the
meeting dated 29.06.2020
Ex.P22 Whatsapp message of postponement of CM meeting dated
30.06.2020.
Ex.P23 Whatsapp Voice message of the defendant requesting the
plaintiff to change the experience from touch to bottom press
and voice message about the conversations with the Architects
dated 01.07.2020.
Ex.P24 Whatsapp message from the defendant to the plaintiff
confirming the CM'S meeting appointment dated 03.07.2020
Ex.P25 Whatsapp message from the defendant to plaintiff, where the
defendant is requesting the plaintiff to change the names of the
experience dated 04.07.2020.
Ex.P26 Whatsapp message of the plaintiff to the defendant where the
interactive windows application is shared dated 06.07.2020.
Ex.P27 Whatsapp group message of the defendant regarding final
presentation of video dated 06.07.2020.
Ex.P28 Whatsapp message of the defendant informing that the
Architect's proposal was rejected dated 06.07.2020.
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Exhibits Description
Ex.P29 Whatsapp message of the defendant to the plaintiff requesting
to fix FUSIONVR nameboard in plaintiff's office dated
19.11.2020.
Ex.P30 Email sent by the plaintiff to the defendant along with the
images dated 19.07.2020.
Ex.P31 Email sent by the plaintiff to the defendant along with the
images dated 16.11.2020.
Ex.P32 Email sent by the plaintiff to the defendant along with the
technical document dated 17.11.2020.
Ex.P33 Email sent by the defendant to the plaintiff with the quotation
regarding Amma Memorial Knowledge for proposal dated
18.11.2020.
Ex.P34 Prequalification application and price bid by the Government
PWD with schedule dated 03.12.2020.
Ex.P35 Invoices raised for a project by the plaintiff for the defendant
dated 12.02.2020.
Ex.P36 Invoices raised for two other projects by the plaintiff for the
defendant dated 28.12.2020.
Ex.P37 Screenshot of the Linkedin Profile of the defendant firm as on
14.07.2021.
Ex.P38 Email of the plaintiff to the defendant to finalize the business
verticals along with attachment dated 22.07.2020.
Ex.P39 Email of the plaintiff and the defendant establishing terms of
collaboration dated 02.11.2020.
Ex.P40 Email of the plaintiff to the defendant regarding partnership
concerns and dissatisfaction dated 03.11.2020.
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Exhibits Description
Ex.P41 Whatsapp message of the plaintiff and defendant sending the
updated design to the defendant dated 05.12.2020.
Ex.P42 Whatsapp message of the defendant to the plaintiff to meet
technical committee along with certificate dated 17.11.2020.
Ex.P43 Whataspp message of plaintiff and the defendant dated
08.12.2020.
Ex.P44 Whatsapp Voice message of the defendant cancelling the
partnership with the plaintiff dated 08.12.2020.
Ex.P45 Email sent by the defendant to the plaintiff along with the draft
agreement dated 14.12.2020.
Ex.P46 Whatsapp communication between the defendant and the
plaintiff on 19.03.2020.
Ex.P47 Whatsapp voice message of the defendant regarding agreement
with the contractor and association with Murali Architect
dated 10.12.2020.
Ex.P48 Notice sent on behalf of the plaintiff to the defendant along
with acknowledgement card dated 09.01.2021.
M.O.1 Original pen drive containing extracts of voice recording on
various dates, video renders and the .exe file of the demo build
referred to in the other exhibits.
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Documents exhibited by Defendant (electronic records with Section 65B
certificates):
Exhibits Description
Ex.D1 Email communication between plaintiff and defendant in
respect of collaboration dated 19.03.2020.
Ex.D2 Whatsapp chat between the plaintiff and defendant from
19.03.2020 to 22.03.2020.
Ex.D3 Email sent by the petitioner to the defendant dated 22.04.2020.
Ex.D4 Email sent by the plaintiff to the defendant dated 08.05.2020.
Ex.D5 Email sent by the defendant to plaintiff dated 05.06.2020.
Ex.D6 Email issued by the plaintiff to the defendant dated
10.06.2020.
Ex.D7 Email communication enclosing the concepts dated
17.06.2020.
Ex.D8 Email communication sent by me to defendant dated
06.07.2020.
Ex.D9 Email sent by the defendant to petitioner dated 01.07.2020.
Ex.D10 Email correspondence from 08.06.2020 to 25.06.2020.
Ex.D11 Email sent by petitioner to defendant dated 02.11.2020.
Ex.D12 Email sent by the defendant to petitioner dated 03.11.2020.
Ex.D13 Email sent by the defendant to petitioner dated 06.11.2020.
Ex.D14 Email sent by petitioner to the defendant dated 17.11.2020.
Ex.D15 Response sent to the defendant Dec 2020.
Ex.D16 Final presentation made by the defendant to the government.
Ex.D17 Email along with enclosures issued by 3rd party to the
defendant dated 31.07.2020.
Ex.D18 Emails with enclosure issued by the plaintiff to the defendant
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Exhibits Description
from 17.11.2020 to 18.11.2020.
Ex.D19 Word document shared by the plaintiff to defendant in the
month of November, 2020.
Ex.D20 Email issued by 3rd party/sub-contractor to the defendant
dated 26.02.2021.
Ex.D21 Projects, Awards and Assignments delivered by the defendant.
Ex.D22 Copy of Concept/Programmes/Technology that are
commercially available in the market and widely used in
museums across the world.
Ex.D23 List of the expenses of the defendant.
26.09.2025
PKN
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SENTHILKUMAR RAMAMOORTHY J.
PKN
Pre-delivery judgment made in
26.09.2025
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