Delhi District Court
One97 Communications Ltd vs S. K. Theatre on 7 April, 2025
IN THE COURT OF DR. NEERA BHARIHOKE
DISTRICT JUDGE (COMMERCIAL COURT)-06
SOUTH EAST, SAKET COURTS,
NEW DELHI
CNR No. DLSE01-010951-2024
CS (Comm) 3789/2024
One97 Communications Limited
Having its registered office at:
No.136, 1st Floor,
Devika Tower,
Nehru place,
New Delhi-110019
Also having its Corporate office at:
One Skymark, Tower-D,
Plot No. H-10B,
Sector-98,
Noida-201301
... Plaintiff
Versus
S.K. Theatre
Through its Sole Proprietor
Mr. Amanakkanvilai
Suyambudhasan Lengesh
Office at No.18,
Appavu Mudali Street,
Alandur, Chennai,
Tamil Nadu-600016
Email:[email protected]
....Defendant
NEERA
CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 1 of 24 BHARIHOKE
Digitally signed by
NEERA
BHARIHOKE
Date: 2025.04.07
16:23:08 +0530
Date of institution of the suit : 19.10.2024
Date on which judgment was reserved : 05.04.2025
Date of pronouncement of Judgment : 07.04.2025
JUDGMENT
SUIT FOR RECOVERY
1. By way of this judgment, I shall decide the suit of the Plaintiff filed for recovery of Rs.51,46,794/- alongwith interest.
CASE OF THE PLAINTIFF AS SET UP IN THE PLAINT
2. Brief facts of the case as stated by the Plaintiff in the plaint are that:
a. The Plaintiff is a Company registered under the provisions of the Companies Act and it owns and operates an online marketplace platform accessible via the website URL www.paytm.com. This platform functions as an online marketplace where various entities or merchants can sell their booking services and buyers can explore and purchase a range of booking options offered by these merchants. The Plaintiff's platform includes the website www.paytm.com, the mobile application, Paytm IVR and Paytm WAP (collectively referred to as the "Paytm Platform"). Through Digitally CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 2 of 24 signed by NEERA NEERA BHARIHOKE BHARIHOKE Date:
2025.04.07 16:23:14 +0530 the Paytm Platform, the Plaintiff facilitates the booking of tickets for movies, sporting events, cultural events, and other similar activities offered merchants.
b. Present suit has been filed through Shri Jitender Kumar, Manager, Litigation, being completely aware about the facts of the present matter. He has been authorized by the Plaintiff to represent it in the present matter vide Board Resolution dated 25.01.2024.
c. The Defendant is a proprietorship concern which is operated by its sole proprietor Mr. Amanakkanvilai Suyambudhasan Lengesh, who manages and runs multiple cinema theatres, namely Sree Gopikrishna Paradise, Radha and Rukmani at M/s Gopikrishna Theatre Complex or M/s Gopikrishna Paradise.
d. The Defendant approached the Plaintiff with a proposal for the promotion, marketing and listing of movie ticket inventory and related products and services on the Paytm Platform for the theatres mentioned above. The Defendant represented to the Plaintiff that these theatres were generating substantial business and that Defendant had established a positive reputation in the market in relation to the operation of these theatres. Defendant sought to expand the scope of its cinema business by availing the services of Plaintiff and by listing the theatres on a well-established and widely recognized platform thereby increasing its market reach and NEERA BHARIHOKE CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 3 of 24 Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:23:20 +0530 ensuring accessibility to a broader demography.
e. The Plaintiff considering the proposal and representations of the Defendant became ready to deal with the Defendant. Subsequently, the Plaintiff entered into a Ticketing Agreement dated 10.05.2018 executed at New Delhi setting out the scope of the business, rights and obligations of the parties and other commercial terms. The relevant extract of the Ticketing Agreement dated 10.05.2018 is reproduced hereunder, which are as follows:
"3. Agreement and Schedules 3.2. Merchant agrees, understands and acknowledges that Paytm's role is limited to managing the Platform for the display of the movie Ticket Bookings and other incidental services to facilitate the transactions between Merchant and Customer. Accordingly, Paytm is merely an intermediary as defined under Information Technology Act, 2000 and rules there under and is only an online platform where the Merchant offers its inventory for Ticketing for sale. The Agreement for Ticketing/ Bookings shall be a strictly bipartite contract between Merchant and the Customer. At no time shall Paytm have any obligations or liabilities in respect of such contract nor shall Paytm hold any rights, title or interest in the Bookings. Paytm shall not be responsible for any unsatisfactory, delayed performance of the Merchant including delays as a result of the Bookings or non- availability or cancellation of Bookings.
4. Scope of Work 4.1. Merchant shall offer the movies Ticket Booking through NEERA BHARIHOKE CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 4 of 24 Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:23:27 +0530 the Paytm Platform and shall upload continually on an as on basis the comprehensive and up to date information, including images and service description and such other details including terms and conditions for availing the Ticket Bookings if any. connection more specifically provided in Schedule A. 4.2. Merchant agrees to provide the said information either through extranet or APIs or in any other manner as may be mutually agreed to by the Parties from time to time.
5. Consideration In consideration of the services rendered by Paytm, Merchant shall pay Paytm, Paytm fees in the manner more specifically provided in Schedule B. 5.1. Merchant agrees that Paytm retains the right to charge what may be mutually decided by the Parties, from the Customers Convenience Fee, if any and at such rates as on every Ticket Booked through Paytm Platforms over and above the base Tickets price and the same shall be solely retained by Paytm unless stated otherwise in this Agreement or as may be agreed by the Parties.
6. Representations and Warranties Both Parties hereby represents and warrants to other that:
(a) it is a duly organized and validly existing entity under the laws of India and has all requisite power and authority to carry on its business; (b) the execution of this Agreement does not and shall not violate any applicable law and does not constitute a breach of obligations under law or contract; (c) it shall exercise due care and shall comply with all legal and regulatory requirements in the performance of its obligations under this Agreement; (d) it shall take such further acts and generally do all such other things as may be reasonably necessary to accomplish the actions contemplated in this Agreement. Further, the Merchant represents that it has all NEERA BHARIHOKE CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 5 of 24 Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:23:33 +0530 the requisite licenses, permits/approvals as may be required to show the movies) in a safe and sane manner. Merchant shall alone be responsible for all aspects of showing her movies) and shall at all times be solely responsible for all Losses arising out of or in relation to the same.
10. Term This Agreement is effective from the Effective Date and remains in effect for a period of 3 (Three) years (hereinafter "Term"). The Parties may terminate the Agreement in accordance with Termination clause of this Agreement.
11. Termination 11.1. Notwithstanding anything contained herein, this Agreement may be terminated by either Party:
a) For material breach of this Agreement that is not cured by breaching Party within seven (7) days after written notice from the non-breaching Party.
b) Immediately upon written notice, if any of the following circumstances occurs: (i) if the other Party becomes insolvent or unable to pay its debts in the ordinary course of its business; ii) if a receiver is appointed for the business affairs of the other Party or the other Party makes an assignment for the benefit of creditors; (iii) if any bankruptcy, re-organisation, debt arrangement or other proceeding under any bankruptcy or other insolvency law is instituted against the other Party which is not dismissed within ninety (90) days thereafter; or (iv) if the other Party liquidates or ceases business as a going concern.
11.2. Notwithstanding the above clause 11.1 Paytm has the NEERA CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 6 of 24 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:23:39 +0530 right to terminate this Agreement if the Merchant shares any new aggregator other than Paytm during there the Paytm the Exclusive Period (as defined hereunder), or where fraud or wilful misrepresentation by the Merchant. Where the Merchant shares the Paytm Booking with any new aggregator, will be considered to be a breach of the exclusivity obligation by the Merchant. Merchant is in breach of this clause, and/or this Agreement is terminated during the Exclusive Period, and in the event of any of the occurrences referred below in clauses 11.3.1 to 11.3.3, the Merchant shall be liable to refund Paytm the amounts as mentioned in clause 1.3 and 1.4 of Schedule B along with any other amounts that are due and payable in terms of this Agreement:
11.3.1. Merchant commits breach by sharing the Paytm API with a new aggregator during the Exclusive Period; 11.3.2. Failure of Merchant to provide Paytm the access to Merchant's inventory for a continuous period of 4 weeks (except in a force majeure condition), 11.3.3. Failure of Merchant to provide services to the Customer on the Tickets Booked from Paytm Platform, on a repeated basis.
11.4. In case of termination Merchant shall honour the existing Bings availed before the termination date by the Customer as per the terms and conditions specified and agreed herein. Upon termination of this Agreement, either Party agrees to promptly return to the other Party all "Proprietary information", and all reports and information in its possession. Paytm shall upon termination deactivate the listings for the Bookings provided by the Merchant and Paytm shall remove any promotional/marketing materials of Merchant from its website/mobile App upon such expiration or termination. Further, the Merchant shall be required to promptly refund any amounts already paid by Paytm to the Merchant, Paytm shall have the right to claim any damages NEERA CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 7 of 24 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:23:45 +0530 as well from the Merchant, as applicable.
18. Jurisdiction and Governing Law 18.1. This Agreement and any disputes arising there under shall be governed in accordance with the law of India without regard to principles of conflict of laws. 18.2. All disputes difference and or claims arising out of or relating to or in connection with this Agreement or the breach, termination or validity her shall be referred to the sole and exclusive jurisdiction of the competent courts at Delhi.
20.Exclusivity The Merchant agrees and acknowledges that the arrangement envisaged under this Agreement is on an exclusive basis with Paytm for a period of Three (3) years from Effective Date ("the Exclusive Period"). The Merchant further agrees not to share the API with any new aggregator during the Exclusive Period. In the event the Merchant is found to be in breach of this exclusivity clause, Paytm shall be entitled to claim damages as applicable. It is hereby clarified that Paytm being an aggregator shall be at liberty to enter into arrangements with other Parties for the provision of services similar to those offered in this Agreement or otherwise.
f. Apart from the Ticketing Agreement, two schedules were also attached with the Ticketing Agreement. (i). Schedule A- Scope of work (ii) Schedule B- Consideration. The relevant extracts of these schedule extracted hereunder as follows:
NEERA BHARIHOKE Digitally signed by CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 8 of 24 NEERA BHARIHOKE Date: 2025.04.07 16:23:51 +0530 "Schedule A: Scope of Work
1. Paytm shall provide reasonable technical assistance either through its own and or through the third party service provider to the Merchant to enable the Merchant to integrate the Merchant Ticketing software/systems with the Paytm Platform.
2. Paytm shall facilitate I server and 2 secondary system with 3 printer & 3 UPS hereinafter collectively referred to as "Hardware") at the Merchant's theatre in terms of this Agreement, the receipt of which shall be acknowledged by the Merchant from its official email id [email protected] (mentioning details of the Hardware received ex: Make, Model, Count and Serial Numbers) and in terms of clause 3 of this Schedule A, and such emails shall form an integral part of this Agreement. The Hardware (in working condition) as specified in the emails aforementioned shall be returned to Paytm by the Merchant within 15 days from the date of termination of this Agreement, without any damage, the cost for which will be borne solely by the Merchant. Any damage/loss to the Hardware during the Term shall be to the account of the Merchant and recovery for the same shall be made by Paytm in accordance with the Asset Recovery Policy set out in clause 14 of this Schedule A. Paytm shall pass on to the Merchant the manufacturer warranties as available, i.e. as provided by the manufacturer with regard to the Hardware. The Merchant at all times shall ensure proper upkeep and maintenance of the Hardware and shall allow access to Paytm to inspect, the same. during normal business hours. Any cost that needs to be paid towards maintenance and upkeep of the Hardware, to the manufacturer or otherwise, shall be paid by the Merchant. Paytm does not make any representations/ warranties as to the quality or other functionality of the said Hardware and shall be kept NEERA CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 9 of 24 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:23:58 +0530 indemnified and harmless in this regard.
Schedule B: Consideration
1. Consideration:
In consideration of the Merchant listing of any movie's Ticket Bookings on Paytm Platform, Paytm shall charge Paytm Fees which will include the following components-
1.1 Convenience Fee: Merchant agrees that Paytm shall be entitled to charge a Convenience Fee from the Customers on every Ticket Booked through Paytm Platforms over and above the selling price of the Tickets Booked through the Paytm Platform.
1.2 Paytm agrees to share the said Net Convenience Fee in the following ratio: Paytm's share 50% of the Net Convenience Fee and Merchant's share is 50% of the Net Convenience Fee. Payment gateway charges will be applicable on the total transaction value @ 2% (excluding applicable taxes) Taxes will be applicable as extra.
1.3 Advance payment against base Ticket price and Convenience Fee share of Merchant: Paytm hereby agrees to provide an advance amount of Rs.1,00,00,000/- (Rupees One Crore Only) wherein INR70,00,000/- (Rupees Seventy Lakhs Only) shall be deducted against the base Ticket price and the remaining INR 30,00,000/-(Rupees Thirty Lakhs Only) shall be adjusted towards the Convenience Fees share of the Merchant under this Agreement. The Merchant agrees that Paytm shall adjust Rs. 35/- per Ticket aforementioned advance amount of INR 70,00,000/ settlement process defined in clause 3 of Schedule Agreement. The Merchant also agrees that Paytm shall adjust. Merchant's Net Convenience Fee share (50%) from aforementioned advance amount of INR 30,00,000/- on a monthly basis after receipt of the monthly invoice(s) from the Merchant, as more defined in the settlement process in clause 4 of this Schedule In case of NEERA CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 10 of 24 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:24:05 +0530 termination of the Agreement under Clause 11, Merchant agrees to refund the balance unused amount against INR 1,00,00,000/- (Rupees One Crores Only) to Paytm along with any other amount due and payable to Paytm Taxes shall be applicable as extra.
1.4 API Integration:
In furtherance of clauses 11 and 20 above, and the various offerings by Paytm under this Agreement, Merchant agrees not to share the sale of cinema tickets with any new aggregator during the Exclusive Period. In case if the Merchant shares the ticket selling platform with any new aggregator, it will be considered to be a material breach of the exclusivity obligation under this Agreement and Paytm shall have the right to terminate this Agreement under clause 11.3 of the Agreement. Further, the Merchant shall be liable to refund the balance unused amount paid against the Convenience Fee share of the Merchant as referred to in clause 1.3 of this Schedule B, promptly within 15 days of termination of this Agreement. In addition to any other amounts payable by Merchant, the Merchant shall also be liable to pay the below mentioned penalty-
• Rupees One Crores Thirty Lakhs only (1,30,00,000/-) plus applicable taxes, if the breach is committed in the first year of the Exclusive Period. committed in the second year of the Exclusive Period.
• Rupees One Crores Twenty Lakhs Only (1,20,00,000/-) plus applicable taxes, if the breach is committed in the second year of the Exclusive Period • Rupees One Crores Ten Lakhs (1,10,00,000/-) plus applicable taxes, if the breach is committed in the third year of the Exclusive Period.
g. After execution of the Ticketing Agreement, the Plaintiff made an NEERA BHARIHOKE CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 11 of 24 Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:24:12 +0530 advance payment of Rs.1,00,00,000/- towards deduction to be made from the base ticket price and adjustment against the convenience fee. In the advance payment, Rs.70,00,000/- would be deducted against the base ticket price and the remaining Rs.30,00,000/- would be adjusted towards the Convenience Fees share of the Defendant as per Schedule B of the Ticketing Agreement. In the event of termination under Clause 11, the Merchant agreed to refund the balance unused amount from the sum of Rs.1,00,00,000/- to Plaintiff alongwith any other amounts due and payable to Plaintiff and applicable taxes to be charged as extra.
h. The objective of the Agreement was for the Defendant to exclusively upload the ticketing inventory of the above-named cinema theatres and provide related products and services alongwith digital content and other information for listing on the Paytm Platform initially for a period of 3 years. It was further agreed that Defendant would exclusively offer movie ticket bookings through the Paytm Platform, subject to the terms and conditions stipulated in the Agreement.
i. In terms of Clause 1.4 (API Integration) of Schedule B of the Principal Agreement, the Defendant agreed and acknowledged that the commercial arrangement cemented vide aforesaid Agreement was on a preferred basis with the Plaintiff an exclusive period (non-compete period) to facilitate the booking movie tickets NEERA CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 12 of 24 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:24:22 +0530 on Paytm Platform. As per Clause 20 of the Agreement specified, the movie ticket inventory would be exclusively listed and sold on the Paytm Platform and API for the listing of the movie ticket inventory would not be shared with any new aggregators.
j. The Plaintiff and Defendant started business on the basis of the said Agreement. Subsequently, on 29.09.2021, an Addendum No.1 executed between the parties, whereunder both the parties agreed to amend the terms and conditions of the Ticketing Agreement to a limited extent. The relevant extracts of the Addendum No.1 is extracted hereunder as follows:
"1. This Addendum No. 1 is effective from the Effective Date of Addendum No. 1 and shall constitute an integra part of and shall be read together with the Ticketing Agreement and shall run concurrently and co-terminus with the term of the Ticketing Agreement. 2. Refer to clause 14 ("Force Majeure") of the Ticketing Agreement which shall be amended to read as follows:
"14. Force Majeure
(i) Notwithstanding anything to the contrary herein contained neither Party shall be liable for any failure to perform its obligations under this Agreement for reasons beyond its reasonable control due to any cause arising out of or related to any Act of God or act of state, war, riot, civil commotion, terrorism or any order of any governmental, semi-
governmental or local authority or similar cause. The performance by either Party, as required by this Agreement, shall be extended by a reasonable period of time if such performance by the respective Party is impeded by Force NEERA CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 13 of 24 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:24:31 +0530 Majeure. However, for any cancellations by the Merchant for reasons of force majeure, the Merchant shall promptly refund the money to One97.
(ii) The Parties agree that if the Merchant stops its operations due to a Force Majeure event for a certain period ("Force Majeure Term"), post One97's confirmation, the term of this Agreement shall automatically stand extended by the number of days the cinema is shut without any extra cost to Ones97 ("Extension Period"). The Merchant agrees that if post the Force Majeure Term, the theatres run on a lesser inventory than provided earlier due to observance of social distancing norms, the Term shall extend further for such period as the social distancing norms are being observed ("Additional Extension Period")
(iii) The payment of Ticket Price and Convenience Fee share (if any) shall continue as per the Term and the extension Period of this Agreement. If the government (state limits or completely removes convenience fee to be per ticket, then the advances already paid to the charged shall be adjusted accordingly. If this adjustment amount is more than 10% of the total advances paid then the advance paid to the Merchant shall be refunded back to Ones7 within 7 days of receipt of intimation provided to the Merchant by One97.
k. Pursuant to the execution of Addendum No.1, the parties agreed to further amend the terms and conditions of Ticketing Agreement to a limited extent. Subsequently, an Addendum No.2 was executed between the parties on dated 21.04.2022. The relevant extracts of the Addendum No.2 is extracted hereunder as follows:
"1. This Addendum No. 1 is effective from the Effective NEERA CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 14 of 24 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:24:38 +0530 Date of Addendum No. 1 and shall constitute an integra part of and shall be read together with the Ticketing Agreement and shall run concurrently and co-terminus with the term of the Ticketing Agreement.
2. The Parties wish to extend the term of the Ticketing Agreement for a further period of 4 (Four) years. Accordingly, the Ticketing Agreement shall now expire on 9th May, 2024.
3. Clause 15 (limitation of Liability) of the Ticketing Agreement shall be amended to be read. as mentioned herein: "To the greatest extent permissible under law, One97 shall not be liable for any special, indirect consequential loss or damage, loss of profits, business, revenue and/or goodwill. Notwithstanding anything to the contrary mentioned under this Agreement, the maximum aggregate liability of One97 to the Merchant or any other party from any and all causes whatsoever shall not in any and all events) exceed the sum equivalent to the preceding one month's Convenience Fee earned by One97 under this Agreement from the date of first occurrence of such liability."
4. A new clause 22.7 (Bribes, Gifts, Entertainment, Favors and Payments) shall be added to the Ticketing Agreement and shall be read as:
a. The Parties herein confirm that they shall not offer any gifts, payments, services, or other favors to the employees, personnel of the other Party where these would, or might appear to improperly influence the employee in performing his or her duties for such Party. Consistent with each Party's requirement that all business conducted adheres to applicable laws and regulations, the use of bribes, secret compensation or kickbacks is strictly NEERA CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 15 of 24 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:24:44 +0530 prohibited.
b. Each Party shall ensure that it and its sub- contractors and agents involved in the performance of this Agreement will comply with all applicable laws including anti-bribery, money laundering etc. c. The Merchant hereby agrees and confirms be considered run Will and shall comply with One97's Anti-Bribed Corruption Policy available hall together Principal well as linkhttps://paytm.com/our-policy and that Merchant, its subcontractors and agents shall have required internal policies to ensure such compliances. The Merchant undertake that they shall procure compliance with such policies and procedures by its officers, directors, employees and sub-contractors and that shall procure similar undertaking from their subcontractors as involved in the performance of this Agreement.
d. The Merchant agrees, understands and confirms that it has read and understood the One97's Anti- Bribery and Corruption Policy. e. The Merchant undertakes to comply with One97's Anti-Bribery and Corruption Policy."
l. By the said Addendum No.2, the parties agreed to extend the period of agreement thereby setting the new expiration date as 09.05.2024. Under the Addendum No.2, the parties also amended the Clause 15 (Limitation of Liability) of the Ticketing agreement, wherein the Plaintiff limited its liability equivalent to the preceding one month's Convenience Fee earned by Plaintiff under this Agreement from the NEERA BHARIHOKE CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 16 of 24 Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:24:50 +0530 date of the first occurrence of such liability.
m. The Parties agreed that the Ticketing Agreement dated 10.05.2018, alongwith Addendum No.1 dated 29.09.2021 and Addendum No.2 dated 21.04.2022 would be considered an integral whole. These agreements were to be read together and would run concurrently, terminating simultaneously with the Ticketing Agreement. They defined the scope of the business as well as the rights, obligations, and other commercial terms agreed upon by them. This Addendum No. 2 alongwith the Ticketing Agreement would supersede all prior and contemporaneous understanding, agreement express, implied, oral and written of any nature whatsoever with respect to the subject matter of this Ticketing Agreement.
n. As per clause 4.1 read with clause 20 of the Ticketing Agreement and other analogous clauses, Defendant was bound to exclusively offer movie Ticket Bookings through the Paytm Platform and would upload continuously as on basis the comprehensive and up to date all information, including images, facilities and service descriptions and any such other details including any terms and conditions for availing the Ticket Bookings for the public. Defendant was further obliged to provide the said information either through extranet or Application Programming Interfaces (APIs) or in any other manner as may be mutually agreed to by the Parties from time to time.
NEERA BHARIHOKE CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 17 of 24 Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:24:56 +0530 o. Plaintiff found out that Defendant discontinued the listing of movie ticket inventory on the Paytm Platform from 23.12.2023 and started listing the ticketing inventory of Defendant's theatre(s) with the competitor namely 'Book My Show' in contravention of the Agreements. This action of the Defendant had breached the contractual obligations set out in Clause 20 and other analogous clauses of the Ticketing Agreement. In this context, the Plaintiff wrote an e-mail dated 23.12.2023 to the Defendant providing an opportunity defects with immediate effect.
p. As per the Agreements, the Defendant was under an absolute obligation and duty bound to share the APIs for listing and sale of the movie tickets, inventory only on the Paytm Platform and in no circumstances, the Defendant was allowed to share the APIs or list the movie tickets inventory with the other aggregators/competitors.
q. On account of above, the Plaintiff issued a Notice dated 08.01.2024 dispatched on 11.01.2024 to the Defendant for breach of material terms and conditions under the Clause 11.1 (a) of the Ticketing Agreement. The Notice required immediate cessation and desistance from sharing the APIs and listing of movie ticket inventories on 'Book My Show' or any other aggregators with immediate effect. It also required restoration of the same with Paytm. Plaintiff did not receive any response from Defendant nor NEERA CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 18 of 24 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:25:02 +0530 had Defendant complied with the Notice. As a result, the Plaintiff terminated the Ticketing Agreement for breach as per Clause 11.3 of the Agreement.
r. As per the terms & conditions of the Agreements, in the event of termination, the Defendant was obligated to refund the unused amount of advance base ticket price along with the amount paid towards its share of convenience fee which amounts to Rs.50,40,740/- to the Plaintiff. Additionally, the Plaintiff had noticed that the Defendant failed to deposit the Goods and Service Tax amounting to Rs.1,06,054/- to the concerned authorities due to which the Plaintiff failed to avail input credit to the extent of same amount. Therefore, the Defendant was liable to pay totally a sum of Rs.51,46,794/-. Details of Outstanding amount are mentioned hereinbelow:
PARTICULARS AMOUNT
Unused amount of advance Rs.50,40,740/-
base ticket price along with
the amount paid towards share
of convenience fee by the
plaintiff
Defendant's Failure to deposit Rs.1,06,054/- the goods and service TOTAL DUE Rs.51,46,794/- (Rupees Fifty-One Lakhs Forty-Six Thousand Seven Hundred and Ninety Four) NEERA CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 19 of 24 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:25:10 +0530 s. The Plaintiff issued the termination and Recovery notice dated 23.02.2024 dispatched on 24.02.2024 to the Defendant in terms of clause 11.3 of the Ticketing Agreement, terminating the Agreements with immediate effect an further requested the Defendant to comply with all formalities termination and return the sum of Rs.51,46,794/- alongwith interest @ 18% per annum.
t. The Plaintiff preferred a Pre-litigation/Pre-Institution Mediation before the Competent Authority, i.e. SEDLSA, on 14.05.2024, however Defendant did not appear before the Competent Authority. Furthermore, the Non-Starter Report for the Pre-Institution Mediation was issued by the Competent Authority, SEDLSA, dated 23.07.2024.
3. Hence, the present suit has been filed.
CASE OF THE DEFENDANT
4. Defendant was served through e-mail sent on 30.01.2025. No one appeared on behalf of Defendant. Written Statement was also not filed by the Defendant within the statutory period. Right of the Defendant to file Written Statement was closed and Defendant was proceeded ex-parte and the matter was listed for Plaintiff's evidence vide order dated 20.03.2025.
NEERA BHARIHOKE CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 20 of 24 Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:25:16 +0530 PLAINTIFF'S EVIDENCE
5. On 01.04.2025, Plaintiff examined PW-1 Shri Jitendra Kumar. He presented his evidence by way of affidavit vide Ex. PW-1/A. He reiterated the contents of the plaint and relied upon the following documents: -
i. Copy of Certificate of Incorporation is Ex. PW-1/1. ii. Copy of Board Resolution dated 25.01.2024 is Ex. PW-1/2. iii. Copy of Ticketing Agreement dated 10.05.2018 is Ex. PW-1/3. iv. Copy of the Payment Certificate issued by ICICI Bank Ltd. is Ex.
PW-1/4.
v. Copy of TDS form 16 A is Ex.PW-1/5.
vi. Copy of the Ledger Account of the Defendant in the Books of the
Plaintiff is Ex. PW-1/6.
vii. Copy of the Addendum no.1 dated 29.09.2021 executed between
the Plaintiff and Defendant is Ex. PW-1/7.
viii. Copy of the addendum no.2 dated 21.04.2022 executed between the Plaintiff and Defendant is Ex.PW-1/8.
ix. Copy of e-mail dated 23.12.2023 is Ex. PW-1/9.
x. Copy of the Cure Notice dated 08.01.2024 is Ex. PW-1/10.
xi. Copy of the Tracking Receipt downloaded from the India Post Website is Ex. PW-1/11.
NEERA BHARIHOKE CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 21 of 24 Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:25:22 +0530 xii. Copy of the Termination and Recovery dated 23.02.2024 sent by the Plaintiff to the Defendant is EX.PW-1/12.
xiii. Copy of the Postal Receipt and Tracking Receipt downloaded from DTDC is Ex. PW-1/13.
xiv. Non-Starter Report is Ex. PW-1/14
6. PW-1 was discharged on 01.04.2025 and on the same day, Plaintiff's Evidence was closed vide separate statement given by Shri Jitender Kumar, Authorized Representative of the Plaintiff.
DEFENDANT'S EVIDENCE
7. As right of the Defendant to file Written Statement was closed and the Defendant was proceeded ex parte, the matter was not adjourned for Defendant's Evidence and the matter was listed for final arguments.
FINAL ARGUMENTS
8. The last payment was made by the Defendant in 2023. The suit has been filed in October, 2024. Therefore, the suit is filed within limitation.
9. The suit of the Plaintiff is based upon the documents placed on record as Ex. PW-1/1 to Ex.PW-1/14. The testimony of PW-1 has been duly corroborated by the other documents placed on record. There is no NEERA BHARIHOKE CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 22 of 24 Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:25:28 +0530 occasion to doubt the veracity of the said witness and for that matter, the authenticity of testimony led by him. The testimony of PW-1 has gone unrebutted and unchallenged since Defendant is ex parte. This court finds no reason to disbelieve the on-oath testimony of the Plaintiff coupled with the relevant documents. Hence, the Plaintiff has successfully proved its case by preponderance of probability.
10. The Plaintiff has claimed the suit amount of Rs.51,46,794/- alongwith pendente and future interest @ 18% per annum. However, it is noticed that this amount of Rs.51,46,794/- has been arrived by the Plaintiff by calculating principal amount of Rs.50,40,740/- plus GST. Plaintiff has not placed any document on record to show that Plaintiff has actually paid GST of Rs.1,06,054/- with the GST authorities. Plaintiff is therefore entitled to recover only principal amount of Rs.50,40,740/- with pendente lite and future interest @ 18% per annum till its realization.
11. Accordingly, the present case is decreed in favour of Plaintiff and against the Defendant for the sum of Rs.50,40,740/- alongwith pendente lite and future interest @ 18% per annum from the date of institution of the suit till realization. Defendant is also directed to pay to Plaintiff the cost of the suit which shall include pleader's fee and the other costs on the scale provided under section 35 of the Code of Civil Procedure as substituted by Commercial Courts Act. If the payment is not made NEERA BHARIHOKE CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 23 of 24 Digitally signed by NEERA BHARIHOKE Date: 2025.04.07 16:25:34 +0530 within thirty days, the cost shall also carry simple interest @ 6% per annum.
12. Decree sheet be prepared accordingly.
File be consigned to record room after necessary compliance.
Digitally signed by NEERA NEERA BHARIHOKE
Announced in the open BHARIHOKE Date:
2025.04.07
Court on 07.04.2025 16:25:43 +0530
(Dr. Neera Bharihoke)
District Judge (Commercial Court)-06
South East, Saket, New Delhi
07.04.2025
Certified that this judgment contains 24 pages and each page bears my signatures. Digitally signed by NEERA NEERA BHARIHOKE BHARIHOKE Date: 2025.04.07 16:25:49 +0530 (Dr. Neera Bharihoke) District Judge (Commercial Court)-06 South East, Saket, New Delhi 07.04.2025 CS (Comm) 3789/24 One97 Communications Ltd. Vs. S.K. Theatre Page 24 of 24