Bangalore District Court
M/S Bangalore Fetal Medicine Centre vs M/S I2I Telesolutions And Telemedicine ... on 24 January, 2026
1
COM.O.S.182/2020
KABC170080802020
IN THE COURT OF LXXXII ADDL.CITY CIVIL &
SESSIONS JUDGE, COMMERCIAL COURT,
BENGALURU (CCH-83)
PRESENT: SRI. VIDYADHAR SHIRAHATTI, LL.M.,
LXXXII ADDL.CITY CIVIL & SESSIONS
JUDGE,
BENGALURU.
Com.O.S.No.182/2020
Dated on this 24th Day of January 2026
Plaintiff M/s Bangalore Fetal Medicine
Centre, A Registered Partnership
Firm, Registered Office at: Office
at: Rich Homes, 3rd & 4th Floor, KP
Heights, No. 327-328, 80 feet
Road, HAL II stage, Indiranagar,
Bengaluru - 560 038, represented
by its Partner and Authorized
signatory, Dr. Prathima
Radhakrishnan.
(By Sri. R.K. Thontadharya -
Advocate)
//versus//
2
COM.O.S.182/2020
Defendant 1. M/s i2i Telesolutions and
Telemedicine Pvt. Ltd., Office
st
at:23/24, EPIP. 1 Phase, KIADB,
Whitefiled, Bangalore - 560 066,
represented by its Managing
Director, Mr. Sham Banerjee.
2. Mr. Sham Banerjee, Managing
Director of M/s i2i Telesolutions and
Telemedicine Pvt. Ltd., aged Major,
Father's name know known to the
Plaintiff, office at 23/24, EPIP. 1st
Phase, KIADB, Whitefiled, Bangalore
- 560 066.
Also at: Flat No. 3131, D 2 Block,
Wind Mills of Your Mind, No. 331
Road, 5th B, EPIP Zone, Whitefield,
Bangalore - 560 066.
(By Smt. Lakshmi Menon -
Advocate)
Date of Institution of the
29.06.2020
suit
Nature of the suit (suit on
pronote, suit for declaration
Suit for recovery of money
& Possession, Suit for
injunction etc.)
Date of commencement of
05.07.2022
recording of evidence
3
COM.O.S.182/2020
Date on which judgment
24.01.2026
was pronounced
Total Duration Year/s Month/s Day/s
05 06 26
(VIDYADHAR SHIRAHATTI),
LXXXII Addl.City Civil & Sessions Judge,
Bengaluru.
JUDGMENT
The suit filed by the plaintiff prayed as under:
(i) Direct the Defendants to furnish the accounts for the period commencing from October 2013 to June 2017 for the revenue generated from the online and offline courses of "Fetal Imaging Academy"
(ii) Direct the Defendant to pay sum of Rs.
1,84,27,771/- and any other further sums which may become due to the Plaintiff after due reconciliation of Accounts sought to be produced by the Plaintiff.
(iii) Direct the Defendants to pay damages of sum of Rs. 50,00,000/- for unauthorized use of online and offline courses of "Fetal Imaging Academy" even after the termination of the Agreement vide the letter 4 COM.O.S.182/2020 termination dated 14.06.2017.
(iv) Grant permanent injunction restraining the Defendants from advertising, marketing, using the online and offline course contents of "Fetal Imaging Academy'' or representing that such courses are offered by the Defendant No.1 in association/ collaboration with the Plaintiff and or its faculty.
(v) Direct the Defendant No.1 to return the course contents and other intellectual property materials transferred by the plaintiff to the Defendant No.1 and restrain the Defendant from using such material for any purpose.
2. The Brief facts as per Plaint are as follows:-
2.1. The Plaintiff is a partnership firm, registered in Bangalore, specialising in Gynaecology and Obstetrics, with expertise in Fetal Scanning and Fetal Medicine.
Since 2004, the firm has provided world-class services in Fetal Medicine under Dr. Prathima Radhakrishnan. The Plaintiff firm sought to impart specialized medical education to prospective students through both offline and online platforms. In 2012, the 1st Defendant 5 COM.O.S.182/2020 company, represented by the 2nd Defendant, approached the Plaintiff to collaborate on providing such education. The 1st Defendant proposed a platform that would support both online and onsite students, with infrastructure for training, consulting, and collaboration. After nearly two years of negotiations, during which the Plaintiff agreed to handle the content and faculty, while the 1st Defendant would manage IT and support expenses, the platform was launched in October 2013 under the name Fetal Imaging Academy. The 1st Defendant invoiced the Plaintiff at Rs. 52,000 per month in a communication dated 19.11.2013. The Plaintiff and the 1st Defendant then executed an official Agreement on 01.01.2014. The Agreement was understood to be effective from that date, and neither party could raise any claims regarding matters prior to the date of the agreement.
2.2. The Agreement dated 01.01.2014 not only concluded prior concerns but also recorded mutual and future warranties between the Plaintiff and the 1st Defendant. Under the Agreement, the 1st Defendant Company agreed to provide the Plaintiff with a branded 6 COM.O.S.182/2020 online solution for Continuing Medical Education in Fetal Imaging under the name "Fetal Imaging Academy" on its Trillium platform. A customized version of Trillium for Fetal Imaging and Diagnosis was licensed to the Plaintiff, with all course contents belonging to the Plaintiff and its allied doctors. A Revenue Sharing Scheme was annexed to the Agreement, with future schemes to be appended in writing. The 1 st Defendant was responsible for managing the Payment Gateway and tracking all financial transactions, with payments to the Plaintiff and its faculty consolidated in Monthly Statements, due by the 10th of each month. However, the 1st Defendant failed to provide these Monthly Statements, breaching the Agreement. After the Agreement, the online and offline courses continued with registrations and revenue generation. The Plaintiff incurred expenses like payments to M/s Healthminds for 'Content Generation.' However, the 1 st Defendant did not share the necessary financial details. In August 2015, the Plaintiff insisted on receiving revenue and payment details, which were agreed to be shared, with a designated contact for financial issues. Despite this, the 1st Defendant failed to provide the details and made 7 COM.O.S.182/2020 ad hoc payments to the faculty. In August 2016, the 1 st Defendant suggested a "legal audit" of the Agreement, claiming it was in discussions with private equity investors and proposing a revision of the Revenue Sharing Scheme. However, subsequent events revealed that these reasons were used to avoid providing financial details and payments while pressuring the Plaintiff to consider the proposed changes.
2.3. In the meeting held on 6 th September 2016, the 1st Defendant Company agreed to send details to the Plaintiff, promising to correct inaccuracies and reconcile the Final Accounts after the Plaintiff's Accountant reviewed the statements. Although the 1st Defendant proposed a separate accounting process and monthly settlement of dues, no agreement was reached. After much persuasion, the 1st Defendant forwarded details for the period up to 30th September 2016. However, these details did not align with the Revenue Sharing Scheme in the Agreement dated 01.01.2014, leading the Plaintiff to point out numerous inaccuracies. Despite this, the 1st Defendant insisted that the Plaintiff accept the details, which were based on terms different from 8 COM.O.S.182/2020 the Revenue Sharing Scheme. The details provided for 30th September 2016 were either incomplete or inconsistent with the Revenue Sharing Scheme, requiring the Plaintiff to repeatedly ask the 1 st Defendant to correct them. It became clear that the 1 st Defendant was attempting to obscure the details in order to revisit the Revenue Sharing Scheme, avoiding payments to the Faculty or the Plaintiff as per the agreed terms. The plaintiff wrote to the 1st Defendant company in December 2016 that they should furnish the details in a straight and simple manner so that the revenue sharing scheme could be applied for settlement of the accounts. The Plaintiff continued to fulfill its obligations under the Agreement while repeatedly urging the 1st Defendant Company to settle accounts and pay amounts due to the faculty. At the Plaintiff's insistence, the 1st Defendant provided details of enrolments in FiMA post-1st October 2016, covering the period after the earlier details were furnished. However, these details were incomplete. Upon reconciliation by the Plaintiff's consultant, based on the provided details and enrolment records, it was determined that amounts due to the Plaintiff and faculty as per the Revenue 9 COM.O.S.182/2020 Sharing Scheme were still unpaid. As per the enrolment details and the revenue sharing scheme, the Plaintiff is entitled to receive Rs. 62,42,345/- up to 16.06.2017, along with interest of Rs. 22,41,087/- at the rate of 12% per annum.
2.4. According to the enrolment details provided by the Defendant, the faculty members of the Plaintiff are entitled to Rs. 73,17,321/- along with interest of Rs. 26,27,018/- at 12% per annum. After settling the accounts, the Plaintiff and its faculty would be entitled to a total sum of Rs. 1,84,27,771/- including interest. However, the actual amount owed to the Plaintiff can only be confirmed after the 1st Defendant provides true accounts and reconciliation, which is being requested. The 1st and 2nd Defendants have illegally utilized amounts that were meant for the Plaintiff for personal use, avoiding their liability and creating unjustified expenses to reduce the amounts due to the Plaintiff, while proposing changes to the Agreement as conditions for settlement. The 1st Defendant failed to make the outstanding payments, violating the terms and obligations of the Agreement dated 01.01.2014.
10COM.O.S.182/2020 Realizing that the 1st Defendant would continue to delay settling the accounts, causing further losses, the Plaintiff terminated the Agreement on 14.06.2017. The termination of the Agreement was legal, and the Plaintiff is justified in seeking settlement of accounts. The 1st Defendant received the termination letter but responded on 11.07.2017 without providing the required monthly consolidated statements and details of payments due to the Plaintiff and its faculty. The 1st Defendant Company in its Communication dated 11th July, 2017 made several false and superfluous assertions, including the following:
That the 'records on file' will establish certain undisputed facts.
That 1st Defendant Company incurred the entire cost exclusively and completely, That despite the assurance to cooperate and collaborate, 1st Defendant Company was the only party to the Agreement that was carrying out the obligations carried upon.
That the 1st Defendant solely incurred all the expenses towards maintaining and supporting the platform, customer acquisition and videotaping and editing, and That there is a deficit of Rs. 34,00,000/- to the credit of the 1st Defendant Company.11
COM.O.S.182/2020 2.5. The 1st Defendant has not placed on record the details of "Record on its file" that justify these assertions. especially regarding the assertion that it is entitled to Rs. 34,00,000/- and those assertions are made only to threaten and intimidate the Plaintiff, without any justification. under these circumstances the Plaintiff was constrained to cause a legal notice dated 29th August 2017 to the Defendants expounding the facts as explained above and seeking true accounts and the payment of the outstanding dues to the Plaintiff. Plaintiff and its Faculty are the absolute owners of all intellectual property that is being utilised by the 1st Defendant company to offer courses to the students enrolled in such course. Despite the fact that the Agreement dated 01.01.2014 was duly terminated by the Plaintiff on 14th June 2017, the 1st Defendant company continues to enroll the students on the strength of false advertisement that the Plaintiff is still associated with defendant company and also continues to utilise the Plaintiffs course material, without any authority to do so. Under these circumstances the Plaintiff approached the Jurisdictional Police station and the complaint lodged by the plaintiff was numbered as 12 COM.O.S.182/2020 NCR No. 34/1412/2018. After registration of the complaint the defendant was summoned by the Jurisdictional Police and the 2nd Defendant had agreed to settle the matter amicably and to set right the wrongs committed by the defendant company and a meeting was held on 16.8.2018 at Regus Office Space in UB City. However, the defendant did not come forward to settlement as assured. Subsequently the Plaintiff instituted a private complaint before the Hon'ble Magistrate IV ACMM at Bangalore in PCR No. 12997/2018 and after hearing the Hon'ble Court referred the matter under Section 156(3) of the CRPC for investigation to the Jurisdictional Police Station. The Jurisdictional Police have registered a crime in 11/2019.
Hence the present suit.
3. After service of summons, the Defendant has appeared and filed written statement and contention that, the 2nd Defendant is the chairman and CEO of the 1st Defendant company and is a veteran of the semiconductor industry and is a strong believer in the integration of technology in transforming problems relating to healthcare. The present answering 13 COM.O.S.182/2020 defendant company was founded and set up by the second defendant and is considered as one of the market leaders in the space of access to healthcare via online platforms. The answering defendant's vision of connecting medical experts around the world to the general masses has found fruition through the company and its core product offerings - 'i2i Connect' and Trillium. The suit is wholly false, frivolous, vexatious and not maintainble in law or on facts. The suit lacks bonafides. The suit is liable to be dismissed in llimine with exemplary costs. Hence, the defendant prays to dismiss the suit
4. On the basis of the above pleadings, my predecessor has framed the following issues.
1. Whether the Plaintiff proves that the alleged infringement of Plaintiff's st content by the 1 Defendant ?
2. Whether the Plaintiff proves that the Defendant used online and offline courses of "Fetal Imagining Academy (FiMA)" unauthorizedly even after the termination of the agreement ?
3. Whether the 1stDefendant proves that the Plaintiff had breached the 14 COM.O.S.182/2020 agreement a month prior to termination by creating a competing website ?
4. Whether the suit is bad for non-
joinder of necessary party, i.e., M/s Healthminds ?
5. Whether the Defendants are liable to render accounts to the Plaintiff for the period commencing from October 2013 to June 2017 for the revenue generated from online and offline courses of "Fetal Imagining Academy (FiMA) ?
6. Whether the 1st Defendant is liable to return the course contents and other intellectual property materials to the Plaintiff ?
7. Whether the Plaintiff is entitled for the relief of Permanent Injunction ?
8. What Decree or Order ?
The Additional Issues are framed on 24.03.2022
1. Whether the Plaintiff proves that the Defendant No.1 is liable to pay the Plaintiff the admitted sum of Rs.
1,84,27,771 along with interest ?
15COM.O.S.182/2020
2. Whether the Plaintiff proves that the Defendant No. 1 is liable to pay damages of Rs. 50,00,000 to the Plaintiff, for their unauthorized use of the online and offline courses of "Fetel Imaging Academy (FiMA)?
3. Whether the 1st Defendant proves that it has paid all the dues to the Plaintiff and its Faculty in terms of the Agreement dated 01.01.2014 ?
4. Whether the 1st Defendant proves that the Defendant No.1 incurred a sum of Rs. 3,43,33,104/- as per permissible expenses in terms of the Agreement dated 01.01.2014 ?
5. To prove its case, the plaintiff has examined DR. PRATHIMA RADHAKRISHNAN as a PW1 and relied 21 documents marked as Exhibit P1 to P21. The Sri. VIYAJ HEGDE as PW.2 and relied 1 document marked as Ex.P.22. On the other side, the defendant has examined Shyamol Banerji as DW 1 and relied 29 document marked as Exhibit D1 and Ex.D.29.
6. I have heard the arguments of counsel for plaintiff and counsel for the defendants. On perusing the pleadings, issues and oral and documentary evidence, 16 COM.O.S.182/2020
7. My findings on the above Issues are as under:
1. Issue No.1 :- In the Negative.
2. Issue No.2 :- In the Negative.
3. Issue No.3:- In the Affirmative.
4. Issue No.4.:- In the Negative.
5. Issue No.5 :- In the Affirmative.
6. Issue No.6.:- In the Negative .
7. Issue No.7.:- In the Negative.
8. Issue No.8 :- As per the final Order for the following reasons.
8. My findings on the above Additional Issues are as under:
1. Issue No.1 :- In the Negative.
2. Issue No.2 :- In the Negative.
3. Issue No.3:- In the Negative.
4. Issue No.4.:- In the Negative.
REASONS
9. Issue No.1 :- The plaintiff filed this suit for recover of an amount of Rs. 1,84,27,711/- and 50,00,000/- as damages and also seeking accounts for the period commencing from October 2013 to June 17 COM.O.S.182/2020 2017 for the revenue generated from the online and offline courses of "Fetal Imaging Academy". Further also sought a relief of permanent injunction restraining the Defendants from advertising, marketing, using the online and offline course contents of "Fetal Imaging Academy'' and also seeking direction to the Defendant No.1 to return the course contents and other intellectual property materials transferred by the plaintiff to the Defendant No.1 and restrain the Defendant from using such material for any purpose.
10. Dr. Prathima Radhakrishna examined as Pw.1 and relied 22 documents marked as Ex.P.1 to Ex.P.22. The suit filed by the plaintiff with relations, as entered into an agreement marked as Ex.D.1 and the plaintiff has also marked the same as Ex.P.3(a). The Ex.D.1 is agreement between Plaintiff and Defendant which is containing the definition clause reads as thus:
Fetal imaging Academy (FiMA) is customer branded online solution based on service provider's online blended learning platform; Trillium for continuing Medical Education in the field of Fetal Imaging (hereinafter referred to as ONLINE COMMUNITY).
Program refers to various offerings available 18 COM.O.S.182/2020 via the online community, which includes but not limited to, Training, Webinars, Video Meetings.
11. The definition clause also defines Service provider, who is in the business of Software Solutions and Associated IT services. Trillium is an online blended learning platform for continuing Medical Education. The terms and conditions of agreement is that, the agreement is valid from 01.01.2014 to 31.12.2014 and will renew automatically unless terminated explicitly by either side by giving a notice in writing of not less than two calendar month. The period of agreement is valid for 1 year.
12. Clause :2 reveals about the obligations of the parties. Clause 2.1 as mentioned Roles and Responsibilities of Service provider which reads as thus:
a) To provide and support its blended learning platform for providing world class training in fetal imaging techniques and diagnosis of fetal anomalies, customized for CUSTOMER.
b) To host and maintain the web portal.19
COM.O.S.182/2020 (ONLINE COMMUNITY is hosted on Amazon Web services which delivers a highly scalable cloud computing platform with high availability and dependability, and provides optimal secure access to content for clients across the world).
c) To provide Admin, IT Support and Maintenance of server hardware & software.
d) To provide training to Faculty on platform features and functionality.
e) To facilitate video meetings or orie-on-one consultation between Faculty and, delegate as required.
f) To provide support and training for webinar, if required.
g) To facilitate content creation, if required.
h) To provide user account activation/management and individual user support:
i) E-mail Support - Response in one business day.
j) Online live chat and phone support - Monday to Friday, 8am to 8pm IST. Additional coverage can be provided as per arrangement.
k) To provide search engine optimization, web marketing and promotional support for ONLINE COMMUNITY 20 COM.O.S.182/2020
l) To provide detailed and accurate report on all subscriber and financial transaction activities to CUSTOMER.
m) Manage and maintain Faculty agreements.
Clause 2.2 refers Roles and Responsibilities of Customer which reads as thus:
1) To define and monitor all ONLINE COMMUNITY standards and guidelines on:
i. Training content ii. Certification iii. Faculty, delegate and institution membership iv. Advertising and site promotion v. Pricing strategies vi. General policies relating to online operations:
2) To ensure a world class faculty and high quality training content for the success of the ONLINE COMMUNITY.
3) To promote ONLINE COMMUNITY and to grow the business generated as needed.
4) To ensure that all trainings content and associated faculty services advertised on ONLINE COMMUNITY are completed and delivered on time as per training enrolment and purchase terms offered to students or delegates 21 COM.O.S.182/2020
13. The financial arrangement as per clause 3 of Ex.D.1 and Clause 3.1 financial tracking as also mentioned. Clause 3 and 3.1 which reads as thus:
3. FINANCIAL ARRANGEMENT
a) The parties agree to engage in a Revenue Share scheme as per ANNEXURE 1 for all revenue generated from ONLINE COMMUNITY.
b) Revenue share scheme, if different for future projects, will be mutually agreed and added to this agreement as a separate Annexure. All the terms of this agreement will be applicable to all the Annexures that are added at a future date, unless overridden explicitly.
3.1 FINANCIAL TRACKING
a) SERVICE PROVIDER will manage the payment gateway for ONLINE COMMUNITY and hence track and maintain all subscriber and financial transactions on ONLINE COMMUNITY.
b) The financial transaction between the parties will also be calculated and tracked on monthly basis by SERVICE PROVIDER.
c) Tax may be deducted as per applicable tax 22 COM.O.S.182/2020 regulations.
14. The payment of schedule has been mentioned in the agreement in clause 3.2 wherein the all the payment due to customer and faculty will be consolidated in a monthly statement and paid out on the 10th of each month for the previous month. All parties should ensure reasonable positive cash flow in the Online community fund at all times versus planned expenses.
15. In Ex.D.1 clause 6 defines about the Intellectual property rights and copyright violations. Clause 6 and 7 reads as thus:
6. INTELLECTUAL PROPERTY RIGHTS Faculty (authors) own all copyrights and intellectual property rights associated with training content and training material supplied to ONLINE COMMUNITY for publication. Faculty is responsible for all copyrights and any associated terms and conditions and liabilities relating to training content placed in their allocated space.
7. COPYRIGHT VIOLATIONS Faculty (authors) are solely responsible for ensuring that their training content including 23 COM.O.S.182/2020 text, communications, images, sounds, video, data or other information does not infringe on any patent, trademark, trade secret, copyright, right of publicity, rules and regulations of the governing body with Whom the member is registered or other property right of any party.
SERVICE PROVIDER shall not be liable for any direct, indirect, punitive, incidental, special or consequential damages that result from such infringement.
16. As per Ex.D.1 clause 7 the faculty own all copyrights and intellectual property rights associated with training content and training material supplied to online community for publication. The Defendant is being service provider in the business of Soft ware solutions associated. The Defendant as per clause 6 the faculty own all copyrights and intellectual intellectual property rights associated with training content and training material supplied to online community for publication.
17. In the cross examination of Pw.1 has clearly admitted about the agreement clause 6 as intellectual property belongs to the faculty. As per clause 6 and 7 of Ex.D.1 clearly goes to show that the relevant content/ videos by the faculty doctors who have 24 COM.O.S.182/2020 created such content, as such content is owned on an individual basis by such persons in the capacity of faculty. This position is consistent with Indian Intellectual Property law which in the absence of an agreement to the contrary, vests ownership of the Intellectual property on the creator.
18. Section 19 (1) it is necessary that, Section 19(1) and (2) of the Indian Copyright Act, 1957 states that, "No assignment of the copyright in any work shall be valid unless it is in writing signed by the assignor or by his duly authorized agent", and that " The assignment of the copyright in any work shall identify such work, and shall specify the rights assigned and the duration and territorial extent of such assignment." Therefore, the such clause as clearly mentioned and also agreement and authorization is clearly shows that the plaintiff are even Dr. Prathima to allege that there has been infringement of the content of the Plaintiff. The plaintiff has not produced any iota of document to show that the content used in the service as per Ex.D.1 is not infringing by the Defendant. Hence, I answer Issue No.1 in Negative.
25COM.O.S.182/2020
19. Issue No.2 : The suit is based upon agreement marked as Ex.D.1 which is continued though it is one year agreement. The termination clause has been mentioned in clause 1.2 that there should be a notice to be given for 15 days which is also in return notice to the other party. The nature of work as per agreement mentioned as per programm which refers to various offering available via the online community, which includes but not limited to Trainings, Webinars, Video Meetings. As per the terms of the agreement marked as Ex.D.1 clearly goes to show that, the nature of the course is Fetal Imaging Academy is online courses and there is no provision regarding offline course in Ex.D.1.
20. DW.1 has also deposed that, the course is an online not the offline course. The PW.1 has categorically stated about in her cross-examination that, the course is offline not in online. There is no clause regarding offline course. The PW.1 stated in para 14 that, after termination of contract they have not returned the contents of videos to the Plaintiff these videos are available in defendant custody in electronic storage and also admitted that, after termination of agreement of 26 COM.O.S.182/2020 the contract in unilateral the termination notice was received at the time, 100's of Doctors are using the platform and they have paid for the courses, so stopping of the utilization is unethical and irresponsible. Therefore, as per the admissions of DW.1 it clearly goes to show that the Defendant are using the contents of Fetal Imaging Academy. It is also noted point that, the last enrollment of student in the year 2018 as per the cross-examination of DW.1. The Defendant has also not approached the court of law by challenging unilateral termination of contract.
21. The Defendant is continuing to use FiMA content on the platform of the defendant. However, the plaintiff has not indicated what the exact nature of such content is or the ownership of the plaintiff over such content.
22. The Plaintiff has taken a contention that to disclose the amount and also recovery of money. However, the plaintiff as terminated the agreement, the defendant have never accepted the termination of the agreement by the plaintiff. The legal notice issued on dated 14.06.2017 as per Ex.D.5(a) wherein it is 27 COM.O.S.182/2020 mentioned that the settlement of accounts in strictly in accordance with the revenue sharing scheme annexed to the agreement dated 01.01.2014 and also the plaintiff has claiming to handover all the materials such content to M/s BFMC immediately. The notice dated 29.08.2017 marked as Ex.D.7(a), the termination made as per Ex.D.5(a) clearly goes to show that the notice was not issued as per clause 1.2 of Ex.D.1. Therefore, the termination itself is not in accordance with law as agreed by both the parties. Hence, the defendant is using FiMA material. The reliance placed by the Defendant that the plaintiff has to proved its case if any weaker point of the defendant cannot be taken as a defence of the plaintiff. Hence, the Defendant has relied the Judgment of Hon'ble High Court of Madras in SA 64/2017 between Mohideen Abdul Salam vs. Mohd Hassan. In the present case though there is no proper termination of agreement. Hence, the material used by the Defendant is not unauthorized. According, I answer Issue No.2 in Negative.
23. Issue No.3 : The Defendant has contended that, the plaintiff had breached the agreement a month prior to termination by creating a competing website. It is 28 COM.O.S.182/2020 the allegation of the Defendant that, as per clause 9(b) of the agreement both the parties can enter into collaborations with other parties as long as it does not violate code of ethics and doesn't purposefully harm the mutual interest of either party. If there is a potential conflict of interest in the new collaboration, then the parties will have to mutually consent in writing before such collaboration is undertaken." Though such clause is there and the Pw.1 has sated that, Defendant No.2 has introduced the plaintiff M/s Healthminds for content generation. There was a separate agreement between the Plaintiff and M/s Healthminds. In question was posed to the Pw.1 that there was other vendor before M/s Healthminds i.e., General Electric. The answer of Pw.1 was General Electric ultra sound machine and the plaintiff have purchased machine from the General Electric in the past, and M/s Healthminds and General Electric are completely different.
24. It is also stated that, the plaintiff has issued termination notice as per Ex.P.7. The notice reveals that, the termination reference agreement dated 01.01.2014 since 6 to 8 months for the transfer of amount due to the plaintiff as per terms of agreement 29 COM.O.S.182/2020 as emphasized that the defendant were authorised to receive the monies from the delegates in complete confidence. The defendant will adhere to the agreed terms and conditions will be transferred without default. However, they have not transferred. The plaintiff has issued notice on dated 14.06.2017. As per Ex.P.8 notice was sent and Ex.P.9 Notice was duly served to the Defendant. Ex.P.8 is e-mail communication dated 17.06.2017 which reveals that the defendant has sent message that "who has improved the structure our content so that will get more from equipment to create. There is a whole post of smaller at effect-full changes have to make learning experience much better." The such message was sent to the Swati Kshirsagar to the [email protected]. Ex.D.9 is also E-mail communication from the RajaNarayan, which indicates that the website of the plaintiff began operation much before the termination of the agreement between the plaintiff and Defendant on dated 06.06.2017. As such the plaintiff had already undertaken actions. It is also claim of the defendant that, the plaintiff himself has breach of the agreement abundantly. However, as per 30 COM.O.S.182/2020 Ex.P.7 to 9 reveals that, the defendant has not reveal the amount as collected through gateway. Therefore, due to non payment, the plaintiff has breach the agreement. Accordingly, I answer Issue No.3 Affirmative.
25. Issue No.4 :- The Defendant has claimed that M/s Healthminds also is necessary party to the proceedings. However without the healthminds the suit of the Plaintiff is not maintainable. The plaintiff has referred in the pleadings that, the case of the plaintiff that they have incurred unwarranted expenditure by paying M/s Healthminds at the behest of the Defendants. Invariably, the recovery of money demanded by the Plaintiff then includes such an amount paid to M/s Healthmids. Therefore, it is the contention of the Defendant that, the healhminds is the necessary party to the suit. The suit is based upon the agreement marked as Ex.D.1.
26. As per order 1 Rule 3 of CPC stated that all persons may be joined in one suit as Defendants where any right to relief in respect of, or arising out of, the same act or transaction or series of acts or transactions 31 COM.O.S.182/2020 is alleged to exist against such persons, where jointly, severally or in the alternative and if separate suits were brought against such persons, any common question of law or fact would arise. In the present case, the plaintiff has not claiming any recovery or relief against Healthminds though mere assertion about non payment made by the Defendant. The plaintiffs has incurred a loss and paid huge money to the M/s Healthminds. Therefore, there is no any relief against the M/s Healthminds. The plaintiff is need not to made a party of M/s Healthminds in the preset suit. Therefore, the suit of the plaintiff is not bad for non-joinder of necessary party. Accordingly, I answer Issue No.4 in the Negative.
27. Issue No.5 : It is the contention of the plaintiff that, the Defendants are liable to render accounts to the plaintiff for the period commencing from October 2013 to June 2017 for the revenue generated from online and offline courses of Fetal Imagining Academy (FiMA). The suit is based upon the agreement marked as Ex.D.1 the role of the Defendant mentioned in Ex.D1 clause 3.2 that all the payment due to customer and faculty will be consolidated in a monthly statement and 32 COM.O.S.182/2020 paid out on the 10th of each month for the previous month. The financial tracking as per clause 3 reveals that, the parties agree to engage in a revenue share scheme as per annexure 1 for all revenue generated from online community. As per Ex.D.1 which reveals that the customer approach service provider to provide and support the use of its customized platform in order to offer in various training courses and webinars online, pursuant to the terms and conditions of this agreement which will define the respective rights and responsibilities of the parties. The payment have been collected and gateway was provided by the customer i.e., Defendant.
28. The Dw.1 has admitted in the cross-examination that in terms of the agreement payment of gateway maintained by the Defendant. Ex.D.14 is the proof of expenses incurred and Ex.D.14 is an Excel Sheet which is maintained by the defendant. Ex.D.24 is bank statement showing the expenses as Dw.1 have incurred as per Ex.D.14. The Bank statement does not contained entire expenses. The Defendant has not produced entire bank statement to show the expenses incurred as per the agreement admitted by the Dw.1.
33COM.O.S.182/2020 Therefore, 100's of Doctors are using the platform in the year 2018 and the last enrollment of student was in the 2013. Therefore, Defendants are liable to render accounts to the Plaintiff for the period commencing from October 2013 to June 2017 for the revenue generated from online and offline courses of "Fetal Imagining Academy. Accordingly, I answer Issue No. 5 in Affirmative.
29. Issue No.6: It is taken a contention that, the defendant is liable to return the course contents and other intellectual property materials to the Plaintiff. As per Ex.D.1 clause 6 and 7 the course contents of the material are owned by the Defendant who being faculty. The relevant contents / videos by the faculty doctors who have created such content, as such content is owned on an individual basis by such persons in the capacity of faculty. Therefore, the owner i.e., the faculty are having an exclusive right as per clause 6 and 7 of the agreement to use the contents and other intellectual property materials. Hence, the Defendant is not liable to return the course contents and other intellectual property material. Accordingly, I answer Issue No.6 in Negative.
34COM.O.S.182/2020
30. Issue No.7. In view of the discussion in Issue No. 1 to 6 and as per Ex.D.1 clause 6 and 7 along with termination notice. The plaintiff is not entitle for reliefs of permanent injunction. The Defendant being the intellectual property rights holder are having an exclusive rights to use the contents as per Ex.D.1. Therefore, the relief of injunction against the true owner cannot be granted. Accordingly, Plaintiff is not entitle for relief of permanent injunction. Hence, I answer Issue No.7 in Negative.
31. Additional Issue No. 1 and 2: Since both the issues are interlinked with each other, they are taken together for discussion, to avoid repetition.
32. The plaintiff has claimed a relief of recovery an amount of Rs. 1,84,27,771/- and also claim a damages of Rs. 50,00,000/- against Defendant No.1 as defendant as unauthorized use of the Online and offline courses of Fetel Imaging Academy. It is discussed that, Ex.D.1 the agreement mentioned as per program which refers to various offering available via the online community, which includes but not limited to trainings, 35 COM.O.S.182/2020 webinars, video meetings. As per the terms of the agreement clearly goes to show that the nature of the course is Fetal Imaging Academy is online courses and there is no provision regarding offline course. The Dw.1 and Pw.1 has also categorically stated about the online course in their evidence. The DW.1 stated in para -14 that, after termination of contract they have not returned the contents of videos to the plaintiff these videos are available in defendant custody in electronic storage. But this court held that as per the agreement the termination of notice was not issued in accordance with law and therefore the notice dated 29.08.2017 marked as Ex.D.7(a) and the termination made as per Ex.D.5(a) is against the clause 1.2 of Ex.D.1. Therefore, the termination itself is not in accordance with law. Furthermore, the plaintiff has not disclosed about the due from the Defendant. Even the plaintiff has sought a relief of direction to disclose the accounts. Without there being accounts plaintiff is not entitle for recovery of amount as claimed along with damages. Therefore, I answer Additional Issue No.1 and 2 are in Negative.
36COM.O.S.182/2020
33. Additional Issue No. 3 and 4 : Since both the issues are interlinked with each other, they are taken together for discussion, to avoid repetition.
34. It is taken a contention that the 1 st Defendant has paid all the dues to the plaintiff and its faculty in terms of agreement dated 01.01.2014 and Defendant No.1 incurred a sum of Rs. 3,43,33,104/- as per permissible expenses in terms of the agreement dated 01.01.2014. As defence taken by the Defendant. But the defendant has not discloses the statement of account and expenses. Therefore the plaintiff has claimed a relief of direction for disclose account from the date of exception. Hence, the Defendant No.1 is failed to prove that he has paid entire amount dues to the plaintiff and also incurred a sum of Rs. 3,43,33,104/- as per permissible expenses in terms of agreement dated 01.01.2014. Accordingly, I answer Additional Issue No. 3 and 4 are in Negative.
35. Issue No.7 : -Therefore, I proceed to pass the following Order.
37COM.O.S.182/2020 ORDER The suit filed by the Plaintiff under Order VII Rule 1 and 2 read with Section 26 of Code of Civil Procedure is hereby Decreed in part.
The Plaintiff is not entitle for Rs.
1,84,27,771/- and damages of Rs.
50,00,000/- from Defendant.
The Defendants are hereby directed to render accounts to the Plaintiff for the period commencing from October 2013 to June 2017 for the revenue generated from online courses of "Fetal Imagining Academy(FiMA).
Draw Decree accordingly.
The Office is directed to send copy of this Judgment to Plaintiff and Defendant to their email ID as required under Order XX Rule 1 of the Civil Procedure Code as amended under Section 16 of the Commercial Courts Act.
(Dictated to the Stenographer, typed by her, verified and corrected by me and then pronounced by me in open Court on this the 24th day of January, 2026).
(VIDYADHAR SHIRAHATTI), XXII Addl.City Civil & Sessions Judge, Bengaluru.
38COM.O.S.182/2020 ANNEXURE LIST OF WITNESSES EXAMINED ON BEHALF OF THE PLAINTIFF PW-1 Dr. Prathima Radhakrishnan LIST OF DOCUMENTS EXHIBITED ON BEHALF OF THE PLAINTIFF Ex.P.1 Photo copy of Certificate of Registration of the Plaintiff firm issued by the Registrar of Firms.
Ex.P.2 Computer printout of the E-mail dated 19.11.2013 Ex.P.3 Computer print out of the E-mail dated 19.11.2023.
Ex.P.4 Computer print out of the E-mail dated 05.08.2015.
Ex.P.5 Computer print out of the E-mail trail dated 31.10.2016.
Ex.P.6 Computer print out of the E-mail dated 01.12.2016.
Ex.P.7 Computer print out of the E-mail dated 29.05.2017.
Ex.P.8 Postal receipt for the letter dated 14.06.2017
Ex.P.9 Postal acknowledgment.
Ex.P.10 Letter dated 11.07.2017.
Ex.P.11 Office copy of legal notice dated 29.08.2017.
Ex.P.12 Reply notice dated 30.10.2017.
Ex.P.13 Photo copy of private complaint in PCR no.
39
COM.O.S.182/2020
12997/2018.
Ex.P.14 Photo copy of FIR in Crime No. 11/2019.
Ex.P.15 Computer printout of the E-mail
correspondences between the plaintiff partners and the representatives of the Defendant No.1 company.
Ex.P.16 Computer printout of the E-mail correspondences along with attached raised by M/s Healthminds.
Ex.P.17 Screenshots in different media. Ex.P.18 Screenshot of the FiMA website. Ex.P.19 Screenshots of the FiMA website regarding faculty member.
Ex.P.20 Certificate under Section 65 B of Indian Evidence Act.
Ex.P.21 Office copy of letter dated 14.06.2017. Ex.P.22 Re-conciliation statement.
LIST OF WITNESSES EXAMINED ON BEHALF OF THE DEFENDANT DW.1 Shyamol Banerji LIST OF DOCUMENTS EXHIBITED ON BEHALF OF THE DEFENDANT Ex.D.1 Photo copy of Agreement dated 01.01.2014 Ex.D.1 (a) Original Agreement dated 01.01.2014. Ex.D.2 to 4 Copy of Emails dated 14.01.2015, 15.02.2017 and 19.02.2017.
Ex.D.5 Photo copy of the Termination letter dated 14.06.2017.
Ex.D.5 (a) Original Termination letter dated 14.06.2017 40 COM.O.S.182/2020 Ex.D.6 Photo copy of the Reply letter from the defendant dated 11.07.2017 Ex.D.7 Photo copy of the 2nd legal notice dated 29.08.2017 Ex.D.7(a) Original Legal Notice dated 29.08.2017. Ex.D.8 & 9 Copy of e-mails dated 17.06.2017 and 19.6.2017.
Ex.D.10 Photo copy of the order passed by the Hon'ble High Court of Karnataka dated 27.08.2019.
Ex.D.10(a) C/c of order of Hon'ble High Court of Karnataka.
Ex.D.11 Certificate U/s 65b of Indian Evidence Act for Ex.D.2 to 4, 8 to 9.
Ex.D.12 Copy of Domain Fetalimaginga Academy registration date and details.
Ex.D.13 Copy of Domain Fetalimaginga Academy registration date and details.
Ex.D.14 E-mail dated 16.01.2017 and attachments. Ex.D.15 Certificate U/s 65b of Indian Evidence Act. Ex.D.16 E-mail communication from29.10.2016 to 15.12.2016.
Ex.D.17 Certificate U/s 65b of Indian Evidence Act. Ex.D.18 Office copies of Legal Notice dated 07.11.2017.
Ex.D.19 Online courier receipt. Ex.D.20 Screen Shot of fetalandgynaeimagining.com Ex.D.21 Screen shot of plaintiff facebook page. Ex.D.22 Certificate U/s 65b of Indian Evidence Act. Ex.D.23 Board resolution. Ex.D.24 Bank Statement of Defendant No.1 to company. Ex.D.25 Screen shot of Google search 'fetal and gynae imaging. Ex.D.26 Printout from the Google search 'Fetal Imaging News letter'. Ex.D.27 E-mail communication dated 03.08.2017 41 COM.O.S.182/2020 along with attachments. Ex.D.28 E-mail communications with attachment
dated 05.06.2017 and dated 01.06.2017. Ex.D.29 Certificate U/s 65B of Indian Evidence Act and Declaration U/o 11 Rule 6 of Commercial Courts Act.
(VIDYADHAR SHIRAHATTI), LXXXII Addl.City Civil & Sessions Judge, Bengaluru.