Star Den Media Services Pvt Ltd v. Television Eighteen India Limited and Ors

JUDGMENT

11.08.2010

¶1Writ Petition(C) No. 5109 of 2010 under Articles226 and 227 of the Constitutionby theMSM DiscoveryPrivateLtd. ('MSMD') challengesan interlocutoryorder dated 27"^ July 2010 passedby the TelecomDisputes Settlementand AppellateTribunal('TDSAT') in PetitionNo. 220(C) of 2010 filed by Respondent No. 1 Viacom 18 Media Private Ltd. ('Viacoml8'). The TDSAT has, by the impugned interlocutoryorder, restrained the Petitioner MSMD from representing Viacom18 with any third party until further orders.

¶2Writ Petition (C) Nos. 5111 and 5112 of 2010 by Star Den Media Services Private Ltd. (STAR DEN) challengethe order dated 29^^ July W.P.(C)Nos. 5109,5111 and5112of2010 Page2of37 h 2010 passed by the TDSAT declininginterim relief to STAR DENy^ Petition No. 248(C) of 2010 while granting an interim relief in Petition No. 222(C) of 2010 filed by Television 18 India Ltd. (TV 18') and IBN 18 Broadcast Ltd. (TEN 18') Respondents 1 and 2 respectively. Since both sets of petitions raise similar issues they are disposed of by this common judgment.

¶3At the outset, this Court would like to observe that this Court's power under Articles 226 and 227 of the Constitution to judicially review the order of a tribunal is limited. The power is even more limited in regard to interlocutoryorders, like the impugnedones. Unless it is shown that the impugnedorders are perverseor sufferfrom some materialirregularityor are in violation of the principles of natural justice, interference would generally not be called for. Facts in W.P. (C) No. 5109 of2010 by MSMD

¶4On 11^^ February 2009, MSMD and ViacomlS entered into a Memorandum of Understanding (MOU) whereby MSMD was granted exclusive distribution rights of VI8 channels, i.e., 'MTV, 'Nick', 'Vhl' and 'Colors' for a period of three years commencingT' April 2009 and expiringon 31"'March 2012. Inter alia, the MOU was a revenuesharing one where apart from MSMD paying Viacom18 a fixed fee and a minimum guaranteefee, ViacomlS would also have a share in the total revenue of MSMD on the basis of a formula set out in the agreement itself W.P. (C) Nos. 5109,5111and 5112of2010 Page3 of37

¶5Clause XX of the said MOU which is relevant for the present purposes reads as under: "XX. Termination Either Party shall be entitled to terminate this MOU or the long form Agreement on material breach of any term or terms contained in such MOU or the Long Form Agreement. However, no such termination shall be effected unless the aggrieved party submits a 90 day Notice on the other party so alleged to be in breach and offers the latter reasonable opportunity to cure such alleged breach. In the event the material breach is suitably addressed or cured to the satisfaction of both the Parties, no further cause shall sustain of such notice for termination. The consequences of breach, including penalty if any, shall be dealt with in the Long Form Agreement."

¶6On IS^*" July 2010, Viacom18 terminated the MOU by way of a communication sent to MSMD. Admittedly, this was done without giving 90 days' prior notice as envisaged by Clause XX of the MOU. The ostensible reason for Viacom 18 to have terminated the agreement was that MSMD had acted in breach of its contractual obligation to place Viacom18's channels at prime slots in the bouquet of channelsofferedby MSMD as an 'aggregator' to Multi-SystemOperators(MSOs).ViacomlS allegedthat MSMD had been placingthe channels of ViacomlS's rival broadcaster Sony in prime slots in the packages offered by Direct to Home

(DTH) operatorslike Dish TV and Tata Sky who inter alia had about 70 per cent of the market.

¶7It must be mentioned here that under the MOU, MSMD acted as an agent of ViacomlS. In its role as an 'aggregator', it distributedthe W.P. (C) Nos. 5109,5111 and 5112of2010 Page4 of37 channels of broadcasters as part of a distribution platform by creating single or multiple bouquets to MSOs, local cable operators

(LCOs)/affiliates/DTHoperators for IPTV and other digital distribution networks for ultimate viewership by the consumer. As an 'aggregator' MSMD had the authority to collect subscription revenues jfrom MSG, LCO, DTH operatorsfor the televisionsignalsmade availableto them by the broadcaster.It is importantto note that the signals do not pass through any system of the aggregator and are directly delivered to the MSOs/LCOs/DTHoperatorsthrough satellite.The case of MSMD is that it has no control over the broadcaster ViacomlS's signals since Viacom 18 uplinks the signals to the satellite directly. The MSOs/LCOs/DTH operators downlink the signal directly and decrypt the signals using Viacom 18's Integrated Receiver Decoders (IRDs).

¶8On July 2010 MSMD issued a cease and desist notice to Sun TV Network Ltd., which along with Viacom18 had formed a joint venture "Sun 18" which would begin distribution of 33 channels including the four channels of Viacoml8 being distributed by MSMD. This arrangementwas to take effectfrom the afternoonof13'^July 2010 itself. On 15^*^ July 2010, MSMD filed a petition under Section 9 of the Arbitration and Conciliation Act, 1996 ('AC Act') in the High Court of Bombay praying inter alia for an interim order restraining Viacom18 "from executing any agreementswith Multi System Operators, affiliates, cable operatorsin violationof the Petitioner'srights underthe MOU and in respect of the four channels viz. Colors, Nick, MTV and Vhl". The Petitioner's case in the Section 9 application was that the termination of W.P. {C} Nos. 5109,5111 and 5112of2010 Page5 of37 the MOU broughtaboutby the letterdated 13^*^ July 2010 was illegaland that Viacom 18 should be restrained from giving effect to the said communication.

¶9On 16^*^ July 2010, when the case was taken up in the High Court of Bombay, Viacom 18 informed the High Court that they had already executed an agreement with M/s Network 18 Media Investment Ltd.

(NMIL) for the purposes of distributing and marketing of the four channels and that Viacom 18 was not "required to enter into any agreement with Multi System Operators, affiliates, cable operators in regard to these four channels in respect of subject matter of the agreement which was entered into with the petitionersbeing agreementdated 11^^ February 2009". Taking note of the above statement made by the Senior counsel for Viacom 18, the Bombay High Court declined the interim relief prayed for by MSMD.

¶10It is pointed out by Viacom18 that notwithstanding the above order even on 17"^ July 2010 MSMD was claimingthat it had a "water-tighf contract valid till 31®' March 2012 and "there is no way the Viacom 18 Channels could walk out of the above agreement". Proceedings before the TDSAT

¶11Meanwhileon 15'^ July 2010 Viacoml8filed PetitionNo. 220 (C) of 2010 under Section 14 of the Telecom Regulatory Authority of India Act, 1997 (TRAI Act') before the TDSAT. The main prayer was for the recovery of a sum of Rs.20,90,36,289/- from MSMD along with interest at W.P. (C) Nos. 5109, 5111 and 5112 of2010 V 18% per annum and adirectionto MSMD to render true and correct^'O account of the revenues generated by it in respect of the distribution of the four channelsof Viacom18 from 1®^ April 2009 till 13^ July 2010 and to paythe resultantdeficittogetherwith interestat 18% per annum. Another prayer was for permanentlyrestrainingMSMD "from representingthe Petitioner"in any manner and directingMSMD to removethe channelsof Viacom 18 from MSMD's website/brochures/RIOs/bouquets/tiers/ advertisements etc. A prayer was also made to permanently restrain MSMD from directly or indirectly interfering with the distribution and marketingof the said channelsof Viacom18 eitherby Viacom18 itselfor its alliance.

¶12The interimprayerssoughtby Viacom18 beforethe TDSATincluded a prayer to "restrain the Respondent (MSMD) from representingthe Petitioner(Viacoml8)aftertheterminationof the MoUon 13.7.2010."

¶13On 19^^July 2010,theTDSATpassedthe followingorder: "Admit. Mr. Kaushik Mishra, Advocate accepts notice on behalf of the respondent. Reply to the main petition be filed within two weeks and rejoinder thereto, if any, may be filed within two weeks thereafter. Put up the matter for fiirther directions on

19.8.2010. Let the matter appear for hearing on interim relief on 21.7.2010 as it is stated that in the meanwhile, the respondent shall also file an appropriate petition before us. The petitioner is given liberty to file an additional affidavit in course of the day and servea copythereofto the learnedcounselfor the respondent." W.P. (C) Nos. 5109, 5111 and 5112of2010 Page7of37

¶14Pursuant to the permission granted by the TDSAT Viacom18 filed an additional affidavit before the TDSAT on 19^*^ July 2010 in which inter alia it set out the events that took place subsequent to the termination of the MOU on IS^*" July 2010. It is pointed out that althoughthe TDSAT was informedby MSMD that it wouldbe filing an "appropriatepetition", no such petitionwas filed even by the time the TDSAT finallyheardthe prayers for interim relief on 22"^^ July 2010 and reserved orders. Thereafterthe impugnedorderwas passedon 27^^ July2010.

¶15In the impugnedorder, the TDSAT proceededon the basis that the following two facts were not in dispute:

(i) That Viacom18 had terminated the contract by issuanceof a noticedated 13'*^July 2010.

(ii) The said notice was in violationof the clause XX of the agreement.

¶16The TDSAT then discussed the provisions of the Specific Relief Act, 1963 ('SRA') and in particularSections 14(1) (a), 38(2), 41(e) and 42 thereof It also considered the effect of Sections 201 to 206 of the Indian Contract Act, 1872 (^ContractAct'). The TDSAT took note of the fact that on 13^^ July 2010, Viacom18 had enteredinto an MOU with NMIL and fiirtherthat the BombayHigh Courthad declinedto grant any interim relief to MSMD in its petitionunder Section 9 of the AC Act. It then observed that "the doctrine of amity or comity may be held to be applicable." Page8of37 V ;

¶17The TDSAT concluded that on the basis of the materials placed on record, MSMD would not be entitledto an order of injunctionit had sought since it would, in effect, be seeking specific performanceof a contractwhichcouldnot be specificallyenforcedin viewof the bar under Section 41(e) of the SRA. It then concludedthat converselyViacomlS would be entitled to an injunctionrestrainingMSMD from representing others that it is acting on behalfof ViacomlS. Since Clause XX of the MOU was not a negative covenant, the exceptionin Section 42 of the SRA could also not apply in favour of MSMD. The TDSAT also took note of the decisionof the SupremeCourt in Southern RoadwaysLtd. v. S.M. Krishnaii

(1989) 4 SCC 603. Submissions of Counsel

¶18On behalf of the Petitioner MSMD, it is submitted by Mr. Soli Sorabjee and Mr. Ramji Srinivasan, learned Senior Counsel, that the impugned order of the TDSAT suffers from a patent illegalitysince it grantedinterimreliefto ViacomlSdespiteholdingthat the terminationof the MOU, in violationof ClauseXX thereof,was illegal.It is submitted that in such circumstances no equitable relief, much less an interim mandatoryinjunctionagainstMSMD and in favour of ViacomlS could have been granted. Secondly, it is submitted that when MSMD's substantivepetitionhad notyetbeenconsideredbytheTDSAT,therewas no question of hypothesizingwhether MSMD could have been granted any interimreliefin such petition.Furtherthe TDSAT erred in deciding the saidquestionin the negative,and as a corollary,grantinginterimrelief to ViacomlS. It is submitted that the TDSAT committed a jurisdictional Page9of37 error in deciding an issue that did not arise for consideration.Thirdly, it is submitted that since Viacom 18 had not made out any prima facie case, no interim relief could have been granted to it. Further on balance of convenience, which was an aspect not considered at all by the TDSAT, interim relief should have been denied to Viacom 18. The ostensible reason given by Viacom18 for terminatingthe contractwas that MSMD had not made enough effortsto ensurethat favourableslots were givento the four channels of Viacom18 in the bouquet of channels offered to the MSOsbyMSMD.

¶19It is pointed out that in terms of the Clause 13.2A.11 of the Telecommunications(Broadcasting and Cable Services) Interconnection (FourthAmendment)Regulation2007, no agent of such broadcastercan "directlyor indirectly,compel any direct to home operatorto offer the entirebouquetor bouquetsofferedby the broadcasterto such operatorin any packageor scheme being offeredby such directto home operatorto its direct to home subscribers." It is submitted that the positioning of the channels of Viacoml8, particularly in Tata Sky or Dish TV, was not within the control of MSMD and, therefore, even otherwise the termination of the MoU was fully unjustified. Relying on the judgment of the MadhyaPradesh High Court in Jabalpur Cable NetworkPvt. Ltd. v. ESPN SoftwareIndia Pvt. Ltd. AIR 1999MP 271, it is pointedthat the peculiarnatureof the transactionswhich formed a chainwas such that it would have huge repercussionsin the industry.It is pointed out that the Petitionerhas alreadyenteredinto thousandsof individualcontractswith MSOs all over the country, and in turn there were several tens of W.P. {C) Nos. 5109,5111 and5112of2010 Page10of37 'A thousandsof LCOs and a greaternumber of consumersand all ofthem ^ would be affected. It is submitted that the 90 days' notice period was mandatoryand basedon anunderstandingthatit wouldtake eitherpartyat least three months' time to make alternative arrangements to cope with the adverse effect of the termination of the MOU. Without prejudice to the pleas taken, it was submittedthat Viacom18 should permit the present arrangementto continueat leasttill the end of 2010.

¶20Appearingfor ViacomlS,it is submittedby Dr. A.M. Singhviand Mr. Rajiv Nayyar, learned Senior Counsel that it was neitherpemiissiblein law nor possiblefor the TDSAT to put back the partiesto a positionin whichthey were priorto the terminationofthe MOU. It is submittedthat in the light of Section 15 of the TRAI Act, it was not possible for the disputes between the parties to be brought before any other forum. Whatever relief that ViacomlS may have got by filing a civil suit, was requiredto be soughtby it beforethe TDSAT. It is pointedout that there were two immediateconsequencesof the terminationof the MOU which had to be tackledby ViacomlS.One was the claim by MSMD that the terminationwas illegal on the basis of which it issued a cease and desist noticeto the Sun TV Networkafter learningthat ViacomlShad, on 14^'' July 2010 itself, entered into a separate distributorshipagreementwith NMTT,. The second was that despitethe terminationof the MOU, MSMD was continuingto hold itselfout as an agentof ViacomlS.It is submitted that irrespectiveof whetherthe terminationwas valid or not, the parties could not be put back to a position as if the MOU had not been Page11 of37 terminated. The only remedy available to MSMD, and which proposition had been acceptedby the TDSAT,was that it couldclaimdamagesforthe losses suffered by it. Reliance is placed on the judgments of the Supreme Court in Indian Oil Corporation Ltd. v. Amritsar Gas Service (1991) 1 see 533 as well as of this Court in Indian Oil Corporation Ltd. v. Shriram Gas Service 57 (1995) DLT 279 and Rajasthan Breweries Ltd. V. Stroh Brewery CompanyAIR 2000 Delhi 450. On the strengthof the decision in Southern Roadways Ltd. v. S.M. Krishnan and the judgment of this Court in Western International University Inc. v. Modi Apollo InternationalGroupPvt. Ltd. [orderdated20'^ July 2009 in lA No. 7849, 8725 of 2009 in CS (OS) No. 1123 of 2009], it is submitted that a mandatory temporary injunction could be granted to restrain an agent from continuingto hold out as an agent of a party notwithstandingthe termination of the contract.

¶21This Court has been shown a copy of the public notice issued by Viacom18 subsequentto the order of the TDSAT. The notice states that Sun 18 Media Services would distribute the four channels of Viacom 18 and that the TDSAT had restrained MSMD from representing VI8 Channels. It was clarified in the public notice that "all distributors of TV channels can pay the outstanding Subscription Fees for the services received by them with respect to VI8 Channels till 12"^ July 2010 to MSMD. With effect from 13^^ July 2010, the SubscriptionFees for the VI8 Channels will be payable to SUN 18 Media Services." It was submittedby Dr. Singhvi,the learnedSeniorCounselfor Viacom18 that without prejudiceto their any other contentionsbefore the TDSAT, in Page12of37 order to mitigate any hardship that might be faced by MSMD tliey were • willing to assist MSMD in recovering all dues owed to it from its MSOs i up to 12^'' July 2010. It is, however, submitted,that since there is a completelack of faith and trustbetweenthe parties,ViacomlSwouldnot like to have MSMD act as its agent hereafter and, therefore, the offer that theymay be permittedto continueto actas an agentofViacomlSas such till further orders is not acceptable. It was submitted that the damages or lossesallegedlysufferedby MSMD were capableof beingquantifiedand awarded to it, if MSMD succeeded before the TDSAT. Therefore, the vacatingof the interimrelief grantedby the TDSATto Viacom 18 at this stage at the instance of MSMDwas not called for. TDSAT's powers

¶22The first aspect to be consideredis the scope of the powers of the TDSATto grant interlocutoryreliefs.Keepingin viewthe positionof the parties - one as the 'aggregator' and the other as the 'producer' of programmes for television,their disputes necessarilyhave to go only before the TDSAT in terms of Section 14 read with Section 15 of the TRAI Act. Matters relating to consumer disputes under the Consumer Protection Act 1986, a dispute governed by the Monopolies and Restrictive Trade Practices Act, 1969 and the dispute between a telegraph authority and any other person in terms of Section 7B(1) of the Indian Telegraph Act, 1885 are excluded. Section 15 of the TRAI Act is a complete bar on any civil court entertainingany suit or proceedingin respectof any matterwhich the TDSAT is empoweredto determineand no court or other authority can issue any injunction "in respect of any Page13of37 action taken or to be taken in pursuance of any power conferred by or •under this Act."

¶23Under Section 16(1) of the TRAI Act, althoughthe TDSAT is not bound by the procedure laid down under the Code of Civil Procedure, 1908, it is expectedto be guided by the principlesof naturaljusticeand can also regulateits own procedure.UnderSection16(2),for thepurposes of discharging its functions, the TDSAT shall have the same powers as vested in the civil court, while trying a civil suit. This includes, under Section 16(2) (f), the powerto reviewits decisions.Under Section 16(2)

(g), it can dismissan applicationfor defaultor decide it, ex parte and so on. A reference is made to the above provisions to emphasise that the TDSAT has all the powers as the civil court would have if it were to decide a suit for permanent injunction and an application for interim I mandatoryinjunction.In fact it has powers wider than a civil court does because it is not constrained by having to follow only the CPC provisions: Indeedin Union ofIndia v. Tata Teleservices(Maharashtra) Ltd. (2007) 7see 517the Supremecourtwhile analyzingthe provisionsof the TRAI Act observed (SCC @p. 523): "15. The conspectus of the provisions of the Act clearly indicates that disputesbetweenthe licensee or licensor, between two or more service providers which takes in the Government and includes a licensee and between a service provider and a group of consumersare withinthe purviewof the TDSAT. A plainreadingofthe relevantprovisionsofthe Act inthe lightof the preamble to the Act and the Objects and Reasons for enactingthe Act, indicatesthat disputesbetweenthe concerned parties, which would involve significanttechnicalaspects, are M/.P.Vc,) A/OS. 5109,5111 and5112of2010 Page14of37 to be determined by a specialised tribunal constituted for that purpose.Thereis also an ousterofjurisdictionof the civil court to entertain any suit or proceeding in respect of any matter which the TDSAT is empowered by or under the Act to determine. The civil court also has no jurisdiction to grant an • < injunction in respect of any action taken or to be taken in pursuance of any power conferred by or under the Act. The constitution of the TDSAT itself indicates that it is chaired by a sitting or retired Judge of the Supreme Court or sitting or a retired Chief Justice of the High Court, one of the highest judicialofficersin the hierarchyand the membersthereofhave to be of the cadre of secretaries to the Government, obviously well experiencedin administrationand administrativematters." It was further observed (SCC @p.524): "17. Normally, when a specialised tribunal is constituted for dealing with disputes coming under it of a particular nature taking in serious technical aspects, the attempt must be to construe the jurisdiction conferred on it in a manner as not to frustrate the object sought to be achieved by the Act. In this context, the ousting of the jurisdiction of the Civil Court contained in Section 15 and Section 27 of the Act has also to be kept in mind. The subjectto be dealt with under the Act, has considerable technical overtones which normally a civil court, at least as of now, is ill-equipped to handle and this aspect cannot be ignored while defining the jurisdiction of the TDSAT." Viacom's casefor a mandatory interim injunction

¶24Much of the argumenthas centeredaroundthe legalityof the orderof the TDSAT grantingViacom a mandatoryinteriminjunctioneven while findingtheterminationoftheMOU to be illegal.The facts relevanttothis PageIS of37 < point may be briefly recapitulated.

¶25Simultaneous with the termination of the MOU by the notice dated 13"" July 2010, Viacom18 enteredinto a separateagreementwith NMIL appointingthe latteras its aggregatorwitheffectfrom the afternoonofthe same day. As far as Viacom18 was concerned,its break-up with MSMD was irreversible one and it immediately substituted MSMD with NMIL as its agent. In other words the status quo ante the terminationwas quickly altered with a new player coming into the fray. The reaction of MSMD to this was to assert that the termination was an illegal one. MSMD issued a cease and desistnoticeto Sun 18 MediaServiceson the next day, i.e. 14"^ July 2010. MSMD evidentlywantedto continuethe situationthat existed prior to the terminationas is plain from the prayers made by it in its Section9 petitionbeforethe BombayHighCourt.That interimreliefwas, however, declined since by then Viacom18 had already entered into an agreement with NMIL. Therefore, when Viacom18 approached the TDSAT it was seeking not only to recover the amounts owed to it from MSMD but also specificallyprayedfor a permanentinjunctionto restrain MSMD from continuing to act as its agent. It also prayed for an interim relief to the above effect.

¶26The questionwhethera civil courtand, in this case,the TDSATcould grant an interimmandatoryinjunctionto restrainan erstwhileagent from performingacts as if the agency continued has to be answered in the affirmative. The basis for this has been explained by the Supreme Court in Page16of37 SouthernRoadwaysLtd. v. S.M. Krishnan(supra) in para 13 as underj/^ (SCC@p. 608): "13. Even otherwise, under law revocation of agency by the principal immediatelyterminatesthe agent'sactual authorityto act for the principalunlessthe agent'sauthorityis coupledwith an interest as envisaged under Section 202 of the Indian Contract Act. When agency is revoked, the agent could claim compensation if his case falls under Section 205 or could exercise a lien on the principal's property under Section 221. The agent's lien on principal's property recognised under Section 221 could be exercised only when there is no agreement inconsistent with the lien. In the present case the terms of the agreement by which the respondent was appointed as agent, expressly authorises the companyto occupy the godown upon revocation of agency. Secondly, the lien in any event, in our opinion, cannot be utilised or taken advantage of to interfere with principal's business activities." (emphasis supplied)

¶27In the present case, MSMD itself does not dispute the fact that it neither receives nor decrypts signals. It is, for all practical purposes, an 'aggregator' and as long as the MOU with Viacom18 subsisted,it was acting as an agent of Viacom18. The fact of the matter is that with the noticedated 13*''July 2010 the MOU has beenterminated.

¶28It was vehemently argued by learned Senior Counsel for the Petitioner that the termination was in the teeth of the Clause XX of the MOU and that sinceadmittedlyno priornoticeof 90 days was given,thetermination was illegal. Page17of37 0\

¶29The facts in Indian Oil CorporationLtd. v. AmritsarGas Service^j^ were somewhat similar. There the dealership agreement was revocable by either party by giving 30 days' prior notice.The agreementwas however revokedby the oil companywithoutthe 30 days' prior notice. Negativing the pleathat the dealershipcouldbe continuedby an interimorder,it was explainedbythe SupremeCourtinpara 14 asunder(SCC @p. 543); "14....Tn such a situation, the Agreement being revokable by either party in accordancewith Clause28 by giving thirty days' notice, the only relief which could be granted was the award of compensation for the period of notice, that is, 30 days. The plaintiff-respondent is, therefore, entitled to compensation being the loss of earnings for the notice period of thirty days instead of restoration of the distributorship. The award has, therefore, to be modified accordingly. The compensationfor thirty days notice period from

11.3.1983 is to be calculated on the basis of earnings during that period disclosedfrom the records of the Indian Oil CorporationLtd." (emphasissupplied)

¶30The learned Senior counsel for the Petitioner sought to distinguish the above judgment in Amritsar Gas Service to say that there was another clause in the dealership agreementwhich permitted terminationat will. However, what is discussed by the Supreme Court in the above passage was the effect of an invahd termination, i.e., the termination without givingthe 30 days' notice.It was clearlystatedthat "the only reliefwhich could be grantedwas the award of compensationfor the period of notice^ that is, 30 days."

¶31The losses if any that might have been sufferedby MSMD as a result Page18of37 of the terminationof the MOU by the notice dated 13^*^ July 2010 willj^ have to be determined in the petition filed by MSMD before the TDSAT.

¶32It appears to this Court that the losses claimed to be suffered by Viacom18 and likely to be suffered by it if MSMD continued to represent it notwithstandingthe terminationof the MOU were as much quantifiable as the losses claimed to be suffered by MSMD as a result of the illegal termination. The TDSAT could well have refused interim relief to Viacom18 on the groundthatthe losses,if any, sufferedby it were equally capable of being quantified and compensated. The TDSAT appears to have based its decision to grant interim relief to Viacom 18 essentiallyon the basis that MSMD did not have a case for grant of an interim mandatoryinjunctionin its favour.Whilethe criticismof that approachby counsel for MSMD may not be wholly unjustified, the question that remains as far as the present proceedingsare consideredis whetherthe impugnedorderofthe TDSAT,whichis an interlocutoryone, can be said to be untenable in law.

¶33This was a situation where two views are possible and the TDSAT has taken one view. Apart from the negative reason given by the TDSAT to supportits conclusion,viz., that MSMD does not have a primafacie case for grant of an interim relief in its favour, there is perhaps a positive reasonwhy an interimorderfavouringViacom 18 may bejustified.There was every likelihoodof confusionin the marketresultingfrom the rather abrupt terminationof the MOU, simultaneouswith the entry into the picture of the new aggregator.By the time the TDSAT consideredthe Page19of37 situation, the change was already ten days old. As much as restoring the status quo ante 13^^ July 2010 wouldcreateconfusion,permittingMSMD to act as an agent of Viacom 18 would equallycompoundthe confusion. The apprehensionexpressedbyViacom 18 thattheMSOs mightnotknow whether they should continuepaying MSMD or Sun 18 Media for the signalsreceivedfrom Viacom18 was not anunfoundedone. The question really was of balanceof convenienceand the TDSAT had to take a call. Two answers were possible in such a situation — One, to determine which is the party who sufferedthe losses on accountof the acts of the other and then finally determine that who should compensate to whom and to what extent. The other approach is whether the balance of convenience lies in favour of one of the parties to restrain the other from continuingto act as its agent. The TDSAT seems to have adopted the second approach while proceedingto expedite the final hearing of the petition.This was a possibleviewto take. Merelybecauseanotherview is possible,this Court is not going to interferewith the impugnedorder of the TDSAT.

¶34In the circumstances, it is not possible to hold that the interlocutory order passed by the TDSAT is one which suffers from any material irregularity calling for interference. W.P. (C) Nos. 5111 and 5112 of2010

¶35The facts in Writ Petition (Civil) 5111 and 5112 of 2010 are that the Star Den Media Services Pvt. Ltd. (^STAR DEN') entered into an Page20of37 agreementwith the TelevisionEighteenIndia Ltd. (TV 18') and IBN 1 BroadcastLtd. (IBN18), Respondents1 and 2 respectively,on 1'^ April 2008 wherebySTARDENwas granted"the exclusiverightto licenseand sub-license the Services for distribution on television throughout the Territoryto cable operatorsand other operators all forms of regular or scrambled broadcast (encrypted signal), MMDS, master antenna, satellite master antenna, single and multi channel point distribution, direct satellitetransmissionto operators,(includingDTH), satellitetransmission to operators(includingany "Head-End-in-the-Sky"or "HITS"platforms), broadband transmission to a television set such as DSL/ADSL/IPTV, low power digital terrestrialtelevision (which,excludes standard terrestrial broadcast television such as DD), closed circuit and high definition " The agreementwas for a periodoffive years from 1^^ April 2008 to 31®' March 2013. The Petifioner was to pay Network 18 (Collective name for TV 18 and IBN18), a monthly fee equal to 5.25% of the Gross Non Addressable Cable Revenue which was defined in the agreement.

¶36The relevant part of Clause 14 of the agreementwhich dealt with termination reads as under: "14. Termination: Notwithstandinganythingelse containedherein, this Term Sheet may be terminated:

(i) by eitherPartyby givingnoticein writingto the orderof one month of its intention to do so; Provided that if one party commits a material breach of any covenant contained herein and, in the case of a breach capable of Page21 of37 being remedied, fails to remedy such breach within 30 days of a notice given to it by the order in this behalf, the party giving notice may terminate or suspend the whole or any part

(ii) XXX

(iii) XXX

(iv) by either Party forthwith on giving 30 days notice in writing if, despite mutual discussions/negotiations, parties,fail to reach a consensus on any issue on which such consensus is envisaged by any clause of this Term Sheet."

¶37The four television channels of the Respondents 1 and 2 for which the exclusive distribution rights were granted to the Petitioner under the said agreement were 'CNBC Awaaz', 'CNBC TV 18', 'CNN IBN' and 'IBN7'. The Petitioner was the 'aggregator' and in that capacity entered into subscriptionagreementswithover 5000 local cableoperators(LCOs), MSOs, IPTV operators and DTH operators.

¶38It is the Petitioner's case that it had the complete freedom to package all channels available on its platform (including the Respondents' channels) in its bouquet offeringto affiliates/operatorsso as to maximize the revenue in order to reach all the channels. It is claimed that being aware of the market position, it was left to the best judgment of the Petitioner to offer the channels of the various channel partners including the RespondentNos. 1 and 2 in the form of otherbouquetsor on a stand alone basis. Page22of37

¶39In ternis of the agreementthe parties were to sign aLong Form^_; Agreement (LFA) in regard to which e-mails were exchanged between 2008 and 2010. The Petitioner claimsthat on 30"^ June 2010, it informed the Respondentsby e-mail that it was sendingby courierthree executed copies of the LFA and requested the Respondents to return one countersigned copy to the Petitioner. The said e-mail was sent after a meeting was held on 29^^^ June 2010 betweenthe representativesof the Petitioner and the Respondents 1 and 2. The Petitioner states that instead of returningthe countersignedcopy of the LFA, the Respondents1 and 2 addressedan e-maildated 5"" July 2010 raisinga whole set of issues.This was respondedto by the Petitioneron 7^^ July 2010. On 13^*^ July 2010, Respondentsissueda terminationnoticeonthe followinggrounds: "(i) Replacementof Disney Channelswith Fox International Channels (hereinafter referred to as "FIC Channels").

(ii) Non-paymentof outstandingsum of Rs.2,91,59,577/-.

(iii) Biftircation of revenues.

(iv) Non-execution of a Long Form Agreement."

¶40The notice called upon the Petitioner to forthwith make payment of Rs. 2,91,59,577/- which were due from the Petitioner to Respondents 1 and 2. Paras 7 and 8 of the said notice read as under: "7) We call upon you to forthwith refrain from acting in furtherance of the Deal Memo and/or representing any association with us post effective date of termination, and ftirther call upon you to come clean up front and provide us with true and correct information, agreements, data, and Page23of37 c\ -- subscriber reports pertaining to our Channel. However, do let us know if you wish not to avail of the benefit of transition periodof 30 days as set out in Paragraph5 above.Pleasenote that any act of interferenceor obstructionby you directlyor indirectly in any further distribution of the NetworklS Channels by us to millions of our subscribers across the country shall be dealt with by us strictly at your cost and consequences. 8) If you fail to comply with the aforesaid, we will be compelledto initiate appropriateaction againstyou and all necessary parties, without any further notice and the same will be entirely at your risk as to costs and consequences arising therefrom, which you may please note."

¶41It is statedthat onthe same date, i.e., 13'^ July 2010 an announcement was made of the .formation of Sun 18 Media Services, Respondent No. 3 in W.P. (C) 5111 of 2010, which is a joint venturebetweenNetwork 18 and Sun Network Group which thus replaced the Petitioner as the authorized distributor for the channels of Respondents 1 and 2. The Petitioner states that on 15^^ July 2010 it made a payment of Rs. 2,62,43,619/-,i.e., Rs.2,91,59,577/-less TDS to the Respondents1 and 2 in order to continue the harmonious relationship with them. In the meanwhile,the Respondentsfded PetitionNo. 222 (C) of 2010 beforethe TDSAT for a direction to the Petitioner to provide all data, clear the outstandingamount of Rs. 3,21,63,016/-and for issuing an injunction restrainingthe Petitionerpermanentlyfrom representingthe Respondents 1and 2in any manneron all platformswith effectfrom 13"'August2010. The Petitioner claims that it made a further payment of Rs.34,63,425/-to Page24 of37 the Respondents 1and 2 on 17"^ July 2010.

¶42On 28^^ July 2010 the Petitionerfiled a reply to the Petition No. 222(C) of 2010 filed by Respondents1 and 2. Independentof that, the Petitionerfiled a separatePetitionNo. 248(C) of 2010 beforethe TDSAT praying for a directionto declarethe purportedterminationnotice dated 13"" July 2010 to be invalidand for an orderrestrainingthe Respondents 1, 2 and 3 from interfering with the distribution of the channels of Respondents 1 and 2 by the Petitioner.

¶43By the impugnedorderdated29"^ July 2010,the TDSATdeclinedany interim relief to the Petitioner in its Petition No. 248(C) of 2010 while granting an interim relief in Petition No. 222(C) of 2010 filed by Respondents 1 and 2 restraining the Petitioner from continuing to representRespondents1 and 2 as an aggregator.Aggrievedby the said ordersin the two petitions,the abovetwo petitionshave been filed by the Petitioner. Submissions of Counsel

¶44Mr. S. Ganesh, the learned Senior counsel appearing for the Petitioner first submitted that there was a fundamental error in the approach of the TDSAT in the matter. It treated the dispute as a purely civil one arising out of the termination of a contract between two parties whereas given the Page25of37 object and purpose of the TRAI Act and the role of the TDSAT as a regulatoras well as an adjudicator,it oughtto have a probableperspective in approaching such disputes. According to him, the TDSAT was not merely to decide whetherthe interiminjunctionsoughtby the party was capable of being grantedunder the SRA, but it also had to examinethe impactthat an invalidterminationof contractwould have not just on the consumers,MSOs, LCOs but on the industryas a whole. The reliefs have to be modeledkeepingin viewthe peculiarnature of the contractand the ramificationsthat an illegal terminationwould have on the entire industry.

¶45Mr. Ganesh submitted that the powers of the Tribunal, as containedin Section 16 read with Section 15 of the TRAI Act, were indeed wide and not limited to the powers availableto a civil court while deciding civil disputes concerningspecific performanceof contracts.In other words, while even procedurallythe TDSAT was not bound by the CPC it was also not requiredto followthe provisionsof the SRA only in determining what relief could be grantedeither at the interlocutoryor at the final stage in a petitionbroughtbefore it by a serviceprovideror an aggregatoror a broadcaster or a licensor or a licencee, who are all governed by the TRAI Act. Mr. Ganesh also referred to the judgment in Union of India v. Tata Teleservices(2007) 7SCC 517; the judgmentofthe TDSAT dated 22""? January2010 in M.A. No. 108 of 2009 in PetitionNo. 172 of 2009 [Star (India)Pvt. Ltd. v. Bharat SancharNigam Ltd.], to emphasisethat the TDSAT could not be constrainedby the provisions of SRA in deciding how it should approach the issue. Page26of37

¶46Relying upon the judgments of the Supreme Court in S.R. Tewari v. District Board, Agra (1964) 3 SCR 55, Executive Committee, U.P. Warehousing Corporation v. Chandra Kiran Tyagi 1969 (2) SCC 838 and Executive Committee of Vaish Degree College, Shamli v. Lakshmi Narain (1976) 2 SCC 58, it was submittedthat it is not as if all contracts whichare incapableof beingspecificallyenforced,will oustthepowersof a civil court to grant interimrelief. It was submittedthat in each of the aforementioned three cases where there was a termination of a contract of personal service, the courts recognizedthe power of a labour court to direct the reinstatement of the employee upon finding the termination to be unlawful. It is submitted that by way of an analogy, the TDSAT too had wide powers to mould the interim relief by directing that the termination of the MOU was prima facie invalid and consequentlysuch termination should not be given effect to during the pendency of the petition.

¶47Mr.Ganesh submitted that once this Court holds that the basic approachadoptedby the TDSAT was erroneous,then after giving some interimprotectionto the Petitioner,the case should be remandedto the TDSAT for a fresh adjudicationof the entire matter on merits in a time-bound manner. Mr. Ganesh referred to the four grounds on which the terminationwas effectedandpointedout that they were whollyuntenable with reference to what had actually transpired between the parties. He submittedthat it was possiblefor the TDSAT to have come to a prima facie view that even on merits, the termination was bad. Inasmuch as the. Page27of37 Petitionerhad approachedthe TDSAT even beforethe date on whichthe ^ terminationwas to take effect, i.e., on 13'*^ August 2010, it was possible for the TDSATto have permittedthe contractto continuetill such time it decided the petitions finally.

¶48Mr. Ganesh pointed out that given the numerous individual contracts exceeding5000 entered into by the Petitionerwith the MSOs/LCOs,it would not be possibleto renegotiatesuch contractswithin a shortperiod of time and it would be impossible to quantify the losses. It would wipe out the Petitionercompletely.It would completelydislocatethe Petitioner. Given the gravity of the situation,and the repercussionsthe case would generallyhave on the televisionand cable industrythe approachof the TDSAT had to be different.

¶49Mr. RajivNayyar, learnedSeniorcounselappearingfor Respondents 1 and 2 in W.P. (C) 5111 of 2010 has referredto the contractenteredinto by the Petitionerwith the DTH operators,whichhad an in-builtclauseto cover such contingencieswhere the Petitionermay not be able to offer a certain channel or channels as part of its bouquet. He pointed out that as long as the Petitioner had reserved to itself the right to replace the channels being offered by it in a bouquet, it could not claim to be not prepared for a contingency of this sort. There was a similar clause incorporatedby the Petitionerin the contractsenteredinto by it with the MSOs/LCOs.He pointedout that the actual loss, if any, sufferedby the Petitioner as a result of the renegotiationof its contracts either with the \N.P. {C) Nos. 5109,5111 and5112of2010 Page28of37 DTH operators or the MSOs or LCOs would be quantifiable and as long as the losses could be quantified, there was no case made out for granting any interiminjunction,much less an interimrelief to continuea contract.

¶50Mr. Nayyarpointedoutthat apartfrom a very limitedrightof beingan aggregator,there was no enforceablerightof the Petitioner.It had only a right to license and sub-license the channels. The Petitioner had no interest in the signals which were the property of the Government of India, or the contents of the signals which were the property of the broadcasters like Respondents 1 and 2. He submitted that given the limited scope of the powers of this Court under Article 226, interference with the impugnedorder of the TDSAT was not called for unless it was foundto be totallyperverseor a viewwhichcouldnot possiblybe takenin the facts and circumstances of the case. Mr. Nayyar referred to the judgmentsin OlympusSuperstructuresPvt. Ltd. v. Meena VijayKhetan AIR 1999 SC 2102, Pepsi Foods v. Jai Drinks (P) Ltd. 1996 (36) DRJ 711, Ravissant Pvt. Ltd. v. D.F. Export S.A. 2008 (38) PTC 222 (Del); Star India Ltd. v. Arup Borah 2003 (2) Arb LR 202 (Gau) and Doward, Dickson & Co. v. Williams & Co. (1890) 6 TLR 316.

¶51Appearingfor the Respondents1 and 2 in W.P. (C) 5112 of 2010, Dr. A.M. Singhvi, learned Senior counsel submitted that the relationship betweenthe partieswas purely contractualand there was no requirement in any statute which had to be compliedwith by Respondents1 and 2 beforeterminatingthecontract.Hepointedoutthatthejudgmentsreferred Page29of37 \ ; to by the learned Senior counsel for the Petitioner were in the context of labourdisputeswherethe validityof the terminationof the servicesof the employeewas an issue. Thosejudgmentshighlightedthe threeexceptions to the rule that a contract of personal service cannot be specifically enforced. Those three exceptions were succinctly summarized in the Executive Committee of Vaish Degree College, Shamli v. Lakshmi Narain in para 18 (SCC @ p.71): "

(i) where a public servant is sought to be removed from service in contravention of the provisions of Article 311 of the Constitution of India; (ii) where a worker is sought to be reinstatedon being dismissedunderthe IndustrialLaw; and (iii) where a statutory body acts in breach or violation of the mandatory provisions of a statute." Since the Petitioners' case did not fall in any of the above exceptions, there was no questionof any mandatoryrelief being granted.Relyingon the judgment in Bharat Petroleum Corporation Ltd. v. M/s Jethanand Thakordas Karachiwala 2000 (1) Bom CR 289, it is submitted that under Section 202 of the Contract Act, the agency can be terminated at any time and that the only relief that couldbe grantedeven wherethe terminationis illegal was to claim damages. No error in the approach ofthe TDSAT

¶52There can be no doubt that the TDSAT dons the role of both a regulatorand an adjudicatorand that on a collectivereadingof Sections 15 and 16 of the TRAI Act, the powers of the TDSAT while performing Page30of37 adjudicatoryrole areindeedwide. Whilethe TDSAThas allthe powersof a civil court, it certainly need not be constrained by what a civil court alone can do. While deciding disputes, it is required to keep in mind the objects and purpose of the TRAI Act and interestsof the major players includingthe ultimateconsumers,serviceproviders,the broadcastersand the intermediaries,includingthe aggregatorslikethe Petitionerherein.

¶53Having observedthis, this Court on an examinationof the impugned order of the TDSAT is unable to come to the conclusion that in passing the impugned order, the TDSAT committed any fundamental error in approachingthe issue.It cannotbe saidthat by referringto the provisions of the SRA or the Contract Act, the TDSAT limited the scope of its powers.Firstand foremost,the TDSAT was decidinga disputethat arose out of the termination of a contract. The question that arose before it was whether STAR DEN, the Petitionerherein was entitled to an interimrelief of stayingthe effectof the terminationof the contract.The TDSAT has taken the view that given the nature of the contract, it is not possibleto grant an interim injunctionthat would have the effect of continuingthe contractual relationship between the parties when clearly Respondents 1 and 2 had expressedtheir intentionby way of terminationnotice dated 13^^ July 2010 not to continue the contract. Once the contract was terminated,validly or otherwise,there was no question of placmg the parties in a position they would have been if the contract was not terminated. The TDSAT has taken a view that the losses suffered by the Petitioner on account of the termination, even if such termination was not W.P. (C) Nos. 5109,5111and5112of2010 Page31 of37 i valid, were both quantifiable and compensatable. This Court is unable to hold that such decision of the TDSAT is perverse or not capable of being ' arrived at in the circumstances of the case.

¶54The judgments referred to by the learned Senior counsel for the Petitioners are in the context of termination of contract of personal service and do not bear comparisonwith the case on hand. Even in those cases, a direction to reinstate an employee was not made at an interlocutory stage. Given the circumstances of the case, the TDSAT was not in error in declining to direct, at an interlocutory stage, the continuance of the MOU/Deal Memo that had been terminated. Once it is plain that the losses sufferedby the Petitionerare capableof being quantifiedand that the Petitioner can be compensated for such losses, the denial of any interim relief to it cannot be held to be unjustified. By the same yardstick, as a corollary,if the TDSAT has restrainedthe Petitionerfrom holding itself out as an aggregatoron behalfof the Respondents1 and 2, such an interim order can also not be said to be perverse calling for interference. Such order cannot be said to be inconsistent with the objects and purpose of the TRAI Act and the role of the TDSAT as a regulator and an adjudicatorin disputesbetweenthe serviceprovidersandbroadcasters. Termination clause contains no negative covenant

¶55This Court does not view Clause 14 (i) or (iv) to be negative covenants,as urged by the learned Senior counsel for the Petitioners.A negative covenant, as rightly pointed out by Mr. Nayyar, is that which l/l/.P.(C) Nos. 5109,5111 and5112of2010 Page32of37 survives a termination of a contract since it spells out the obligations of either party even beyond the period of a contract. Clauses 14 (i) and (iv) are clauses that come to an end with the termination of the contract. They only talk of the pre-conditionsfor the termination.They are not, in that sense, negative covenants.Therefore,there was no question of seeking enforcement of a negative covenant with reference to Section 42 of the SRA.

¶56Even if the pre-condition for termination as envisaged by Clause XX of the MOU between MSMD and Viacom 18 or Clause 14 (i) and (iv) of the Deal Memo between STAR DEN, TV18 and IBN18 are taken to be negativecovenants,that wouldstillnot improvethe caseof the Petitioners for grant of any interimrelief in their favour. In this connection,reference may be made to the decisionof the Supreme Court in Percept D'mark India (Pvt.) Ltd. v. Zaheer Khan AIR 2006 SC 3426, which has dealt with the issue of enforceability, at the interim stage, of a negative covenant during the post-contractualperiod. In that case, Zaheer IChan, a popularcricketerenteredinto a promotionagreementwithPercept.Clause 31(b) of the promotion agreement, which was a negative covenant, providedthat priorto the executionof the first negotiationperiod,Zaheer Khan could not accept any offer for endorsement,promotions,advertising or other affiliation with regard to any products or services and that prior to accepting any offer, he was under an obligationto provide Percept in writingthe termsand conditionsofsuchthirdpartyand offeritthe rightto match such third party offer. Page33of37

¶57The SupremeCourtexplainedthe lawas under(AIR @p. 3437): "57. The legal position with regard to post-contractual covenants or restrictions has been consistent, unchanging and completelysettled in our country. The legal position clearly crystallised in our country is that while construing the provisionsof Section27 ofthe ContractAct, neitherthe test of reasonableness nor the principle of restraint being partial is applicable,unless it falls withinexpressexceptionengraftedin Section 27."

¶58Aftersurveyingthe earlierdecisionsin Niranjan Shankar Golikari v. Century Spinning and• Manufacturing Co. Ltd. [1967] 2 SCR 378, Gujarat Bottling Co. Ltd. v. Coca Cola Co. AIR 1995 SC 2372 and SuperintendenceCompany of India v. Krishan Murgai (1981) 2 SCC 246, the SupremeCourt concludedthat no case was made out by Percept for compelling Zaheer Khan to appoint Percept as "his agent in perpetuity".It was observed(AIR@p. 3438): "59 In view of the personal nature of the service and relationship between the contracting-parties, a contract of agency/managementsuch as the one entered into betweenthe appellant and respondent No. 1 is incapable of specific performanceand to enforce,the performancethereofwould be inequitable. Likewise, grant of injunction restraining first respondent would have the effect of compelling the first respondentto be managed by the appellant,in substanceand effect a decree of specific performanceof an agreement of fiduciaryor personalcharacteror service,which is dependent on mutual trust,' faith and confidence." Page34of37

¶59Thereafter, deahng with the propriety of the Single Judge's order granting an injunction in favour of Percept to enforce the negative covenant against Zaheer Khan at the interim stage, the Supreme Court observed in Para 65 as under (AIR @pp. 3438-39): "65. Assuming without admitting that the negative covenant in Clause 31(b) is not void and is enforceable, it was nevertheless inappropriate,if not impermissible,for the single Judgeto grant an injunctionto enforceit at the interimstage, for the following reasons:

(i) Firstly, grant of this injunction resulted in compelling specificperformanceof a contractof personal,confidentialand fiduciary service, which is barred by Clauses (b) and (d) of Section 14(1) of the Specific ReHefAct, 1963;

(ii) Secondly, it is not only barred by Clause (a) of Section 14(1) of the SpecificRelief Act, but this Court has consistently held that there shall be no specific performance of contracts for personal services;

(iii) Thirdly,this amountedto grantingthe whole or entirerelief which may be claimed at the conclusion of trial, which is impermissible.{Bank of Maharashtra v. Race Shipping AIR 1995 SC1368).

(iv) Fourthly, the single Judge's order completelyoverlooked the principles of balance of convenienceand irreparableinjury. Whereas Percept (appellant) could be fully compensated in monetary terms if they finally succeeded at trial, respondent No. 1 could never be compensatedfor being forced to enter into a contractwith a partyhe did not desireto deal with, if the trial results in rejection of Percept'sclaim.{Hindustan Petroleum v. Sriman Narayan AIR 2002 SC 2598). Page35of37

(v) The principleswhichgoverninjunctivereliefsin such cases of contracts of a personal or fiduciary nature, such as managementand agencycontractsfor sportsmenor performing artistes, are excellently summarised in a Judgment of the Chancery Division reported in Page Once Records v. Britton

(1968)1 W.L.R. 157. In this case it was held that, althoughthe appellant had established a prima facie case of breach of contract entitlingthem to damages,it did not follow that entire of them was entitled to the injunction sought; that the totality of the obligations between the parties gave rise to the fiduciary relationship and the injunction would not be granted, first, because the performanceof the duties imposedon the appellant could not be enforced at the instance of the defendants and, second, because enforcements of the negative covenants would be tantamount to ordering specific performance of this contract of personal services by the appellant on pain of the group remaining idle and it would be wrong to put pressure on the defendants to continue to employ in the fiduciary capacity of a manager and agent someone in whom he had lost confidence." (emphasis supplied)

¶60Although it was argued before the TDSAT that the Petitioner's contract with Respondents 1 and 2 was that of an agency coupled with an interest, the learned Senior counsel for the Petitioner before this Court did not pursue that line of argument. Instead, he maintained that this was a principal-to-principalagreement.Be that as it may, even where it is an agencycoupledwith an interest,if such agencyis revoked,as long as the losses and damages sufferedby the agent are capable of being quantified, the questionof grantingany interimreliefto keep the agency alive does not arise. Page36of37 S. MURALIDHAR, J AUGUST 11, 2010 akg W.P. (C) Nos. 5109,5111 and 5112of2010 Page37of37 Conclusion

¶61For the aforementioned reasons, this Court finds no merit in these three writ petitions and they are dismissed as such with costs of Rs. 15,000/- each, which will be paid by the Petitioners to the respective Respondentsin equal shares within two weeks. All pending applications stand disposed of.

t K IN THE HIGH COURT OF DELHI AT NEW DELHI W.P.(C) 5109/2010 & CM APPLs 10061-62/2010 Reservedon: 3''''August2010 Decision on; 11August 2010 MSM DISCOVERY PRIVATE LIMITED Petitioner Through: Mr. Soli Sorabjee, Mr. Ramji Srinivasan, Senior Advocates with Mr. GopalJain,Ms. SmritiMishra,Mr. Zeyaul Haque, Mr. Kaushik Mishra, Advocates versus VIACOM 18 MEDIA PRIVATE LIMITED AND ORS. Respondents Through: Dr. A.M. Singhvi and Mr. Rajiv Nayyar, Senior Advocates with Mr. Arun Kathpalia, Mr. Ameet Nair, Mr. Rishi Aggarwal,Mr. HarshvardhanJha, Mr. Akshay Ringe and Mr. Nildiil Rohatgi, Advocates for R-1/Viacom 18.. Mr. A.G. Bhambhani with Ms. Nisha Bhambhani, Ms. Sonia Sharma and Mr. Lakshita Sheth, Advocate for Discovery (P). ^^^C)5111/2010&CMAPPL10076/2010 STAR DEN MEDIA SERVICES PVT. LTD. Petitioner Through: Mr. S. Ganesh, Senior Advocate with Mr. Prateek Kumar, Mr. Gaurav Juneja and Ms. Mamta Tiwari, Advocates versus TELEVISION EIGHTEEN INDIA LIMITED AND ORS. •. ••• Respondents Through: Mr. Rajeev Nayyar, Senior Advocate with Mr. Rishi Aggarwal, Mr. Arun Kathpalia, Mr. Ameet Nair, Mr. Harshvardhan Jha, Mr. Akshay Ringe and Mr. Nikhil Rohatgi, Advocates for R-1. Mr. A.G. Bhambhani with Ms. Nisha Bhambhani, Ms. Sonia Sharma and Mr. Lakshita Sheth, Advocate for Discovery (P). W.P.(C) 5112/2010 & CM APPL 10078/2010 STAR DEN MEDIA SERVICES PVT. LTD. ..... Petitioner Page1 of37 Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. Through:Mr. S. Ganesh,SeniorAdvocatewitj Mr. Prateek Kumar, Mr. Gaurav Juneja and Ms. Mamta Tiwari, Advocates versus TELEVISION EIGHTEEN INDIA LIMITED AND ANR. Respondents Through: Dr. A.M. Singhvi, Senior Advocate with Mr. Rishi Aggarwal, Mr. Arun Kathpalia, Mr. Ameet Nair, Mr. Harshvardhan Jha, Mr. Akshay Ringe and Mr. Nildiil Rohatgi, Advocates for R-L Mr. A.G. Bhambhani with Ms. Nisha Bhambhani, Ms. Sonia Sharma and Mr. Lalcshita Sheth, Advocate for Discovery (P). CORAM: JUSTICE S. MURALIDHAR 1. Whether Reporters of local papers may be allowed to see the judgment? 2. To be referred to the Reporter or not? 3. Whether the judgment should be reported in Digest?