FRESHERS’ INDUCTION MOOT, 2023
CAMPUS LAW CENTRE
IN THE HIGH COURT OF SENNAI,
IN THE MATTER OF-
SVS Entertainment LTD_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ PLAINTIFF
VS
Mr. Hussain _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ DEFENDANT
MEMORIAL ON BEHALF OF THE PLAINTIFF
COUNSEL APPEARING ON BEHALF OF THE PLAINTIFF
1
TABLE OF CONTENTS
PAGE NO.
INDEX OF AUTHORITIES 3
STATEMENT OF JURISDICTION 4
STATEMENT OF FACTS 5
STATEMENT OF ISSUES 6
SUMMARY OF ARGUMENTS 7
ARGUMENTS ADVANCED 9
ISSUE 1: Whether the agreement between SVS Entertainment Limited and Hussain 9
is valid and enforceable?
9
i) Free Consent and Capacity
ii) Lack of Unconscionable Terms 9
9
iii) Legal Capacity
ISSUE 2: Whether there was a breach of contract by the Defendant? 10
10
i) Non-Performance of Contractual Obligations
10
ii) Failure to Provide Notice and Mitigate Damages
10
iii) Disparaging Remarks and Public Outcry
11
iv) Impact on Reputation and Sponsorships
v) Failure to Provide Compelling Reasons 11
ISSUE 3: Where does the liability lie regarding the payment of damages? 12
i) Not Unconscionable Agreement 12
ii) No Undue Influence 12
ISSUE 4: Whether Mr. Hussain's post on social media constitutes 13
defamation
i) Publication of a False Statement 13
ii) Harm to Reputation 13
iii) Publication to Third Parties 13
PRAYER 14
2
INDEX OF AUTHORITIES
STATUTES CITED:
INDIAN CONTRACT ACT, 1872 (hereinafter –Indian Contract Act or ICA)
BOOKS:
Avtar Singh, Contract and Specific Relief [EBC Publishing, 12th Ed.2017, with Supplement
2021]
CASE S CITED:
1) Mohori Bibee v. Dharmodas Ghose (1903)
2) Lambert v. Lewis (1982)
3) Mohammed Salamatullah Khan v. Mr. Justice M. V. B. Rao (1987)
4) Banyan Tree Holding (P) Limited v. A. Murali Krishna Reddy (2006)
5) Moolji Jaitha & Co. v. Khandesh Spg. & Wvg. Mills Co. Ltd. (1950)
6) Gherulal Parakh v. Mahadeodas Maiya (1959)
7) Tech Mahindra Ltd. v. Swarup Anand & Ors. (2018)
8) E.H. Rammohan v. Government of A.P. & Anr. (2013)
9) Central Inland Water Transport Corporation Ltd. v. Brojo Nath Ganguly (1986)
10) D. B. Modak v. Arun Ghosh (1975)
11) Vijay Manohar Tiwari v. V. K. Bansal (1983)
12) Shiv Kiran v. Saraswati Prakashan (2018)
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STATEMENT OF JURISDICTION
The Hon’ble High Court of Sennai has the power to try the instant matter under Section 6, Section
9, Section 15 of the Code of Civil Procedure(hereinafter- CPC). The defendant humbly responds
to the summon made by the Hon’ble High court of Hogsmeade under Section 27 of the CPC for
the case instituted by the plaintiff under Section 26 of the CPC.
Section 6- Save in so far as is otherwise expressly provided, nothing herein contained shall operate
to give any Court jurisdiction over suits the amount or value of the subject-matter of which exceeds
the pecuniary limits (if any) of its ordinary jurisdiction.
Section 15- Every suit shall be instituted in the Court of the lowest grade competent to try it.
The plaintiff claims the damages of over 25 crore for the non-performance of the contract and the
subsequent economic and reputational losses. The plaintiff is suing the defendant for loss of
business and reputation which is well within the limit of the pecuniary jurisdiction of theHon’ble
High court of Sennai as the ordinary jurisdiction for the Hon’ble court has original jurisdiction
over cases worth above 2 crore and is the lowest grade of the court competent to try suits valued
at such an amount. Further the jurisdiction is justified as SVS Entertainment Limited is a company
incorporated in Sennai.
Section 26 - 1[(1)] Every suit shall be instituted by the presentation of a plaint or in such other
manner as may be prescribed.
Section 27- Where a suit has been duly instituted summons may be issued to the defendant to
appear and answer the claim and may be served in manner prescribed 1[on such day not beyond
thirty days from date of the institution of the suit]
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STATEMENT OF FACTS
1. Mr Indravadhan Sarabhai (hereinafter- the plaintiff) is the Chief Marketing Officer and
the face of production house at SVS Entertainment ltd. The company is a pioneer in
Sindhian Music Industry and a leading Record Label-cum-production House
specialising in managing individual artists and organising concerts.
2. Mr. Sarabhai once came across with Mr. Hussain's viral video and contacted him to
show regards. After exchanging a lot of informal conversations, they came into a
contract on 30.5.2021. The contract included performance by Mr. Hussain in 5
subsequent concerts to be held at 5 different locations.
3. Owing to the goodwill of the production house coupled with Mr. Hussains talent, the
followers of Mr. Hussain rose from 20,000 to 10 Million by October 2021. The
production house also renewed its contract with him and promoted him as the "Budding
artist of the Century".
4. The concerts were to be started from 15.08.2022 with a gap of 15 days in each concert.
Mr. Hussain completed 2 concerts and then 4 days before the 3rd one on 10.09.2022,
he developed a throat infection, and he could not perform in 2 consecutive concerts.
5. On 11.09.2022, he posted a video on Instagram singing two line with a caption "Isn't it
unfair? The mammoths in the music industry taking undue advantage of the small,
budding independent artists under the garb of giving them a platform and voice,
promising them fame and money... while all they do is make them dance to their tunes
by binding them to an unfair contract, curtailing their freedom all the while completely
disregarding their physical and mental health. It's depressing. Will there be an end to
this?"
6. He deleted the post within few minutes. However, it created an uproar among the fans.
Fans started an online hate campaign against the production house with #boycott. To
this Mr. Hussain remained silent. 6000 purchasers asked for refund and big sponsors
withdrew their sponsorships. The share price also started dwindling resulting in both
economic and reputational loss to the production house.
7. The plaintiff instituted a suit for breach of contract against Mr. Hussain and asked for
compensation of 25 crore for the non-performance of the contract and the subsequent
economic and reputational losses.
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STATEMENT OF ISSUES
1. Whether the agreement between SVS Entertainment Limited and Hussain is valid
and enforceable?
2. Whether Hussain's refusal to perform in subsequent concerts constitutes a breach of
contract?
3. Whether the agreement entered into by Hussain is unconscionable, and whether it
was induced by undue influence?
4. Whether Mr. Hussain's conduct on social media constitutes defamation?
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SUMMARY OF ARGUMENTS
ISSUE 1: Whether the agreement between SVS Entertainment Limited and
Hussain is valid and enforceable?
Yes, the contract between the two is a valid and enforceable under sections 2(a), 2(b), 2(d) and
2(h). Which includes an offer, acceptance, consideration and also the motive of the contract is
not illegal.
ISSUE 2: Whether there has been a breach of contract?
Yes, there has been breach of contract from the defendant side.
A breach of contract occurs whenever a party who entered a contract fails to perform their
promised obligations. Here, the agreement included a total of 5 concerts to be performed by the
defendant, but he refused to perform in 2 of them to be held on 14.09.2023 and 29.09.2023. As a
result of the non-performance by the defendant, the plaintiff suffered losses as the tickets were
being sold for the concert at that point of time and the customers started asking for the refund.
ISSUE 3: Whether the agreement entered into by Mr. Hussain is unconscionable,
and whether it was induced by undue influence?
It is humbly submitted by the counsel for the Plaintiff that the agreement entered by Hussain is not
unconscionable as the defendant was getting a fair amount of share in the profits which is standard
for artists in the industry. And, thus the burden of proof for unconscionability is not on the Plaintiff
under section 16(3) of the Indian Contract Act as the defendant was paid in accordance with his
work and nothing less than that.
Now, the question arises whether the contract was induced by undue influence or not. So, the
answer is simply "NO", as :
1.) The Plaintiff was not at the position to dominate the will of the defendant as the former was
not having a real or apparent authority over the latter and also there was no fiduciary relationship
between the two.
2.) There was no unfair advantage taken by the Plaintiff.
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ISSUE 4: Whether Mr. Hussain's post on social media constitutes defamation?
The accusation of defamation on the defendant in substantial and can be traced through the
subsequent consequences that followed his act. The fans also started attributing his poor health to
the training sessions of the company which were not that rigorous as to make him ill. All this rage
among the fans led the share price of Plaintiff's share to plunge. Also 6000 buyers asked for refund
from the company which led to huge loss to the company. It fulfills all the four criteria of
defamation that are:
1. False Statement
2. Publication or communication of that statement to a third person(audience)
3. Damages, or some harm caused to the reputation of the person or entity who is the subject of
the statement.
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ARGUMENTS ADVANCED
ISSUE 1 : Whether the agreement between SVS Entertainment Limited and
Hussain is valid and enforceable?
Determining the validity and enforceability of the agreement between SVS Entertainment Limited
and Hussain involves several legal arguments, supported by relevant case laws:
1. Free Consent and Capacity:
Argument: The agreement was entered into with the free consent of both parties. Hussain, an
adult of sound mind, willingly accepted the offer and signed the contract.
Case Law: In the case of Mohori Bibee v. Dharmodas Ghose (1903), the Privy Council held that
a contract with a minor is voidable at the option of the minor. In this case, Hussain was not a
minor, but the principle of free consent still applies.
2. Lack of Unconscionable Terms:
Argument :The terms of the contract, such as the compensation for breach, do not appear
unconscionable on their face. They are standard provisions often found in entertainment industry
contracts.
Case Law: In Lambert v. Lewis (1982), the High Court of Bombay upheld a contract containing
provisions for substantial compensation for breach, finding it fair and valid.
3. Legal Capacity:
Argument: Hussain, as an adult, was legally competent to understand and enter into contracts.
His claim of incapacity is not supported by any legal or medical evidence.
Case Law: In Mohammed Salamatullah Khan v. Mr. Justice M. V. B. Rao (1987), the Andhra
Pradesh High Court held that parties to a contract are presumed to be competent unless proven
otherwise.
4. Long Duration of Agreement:
Argument: A 15-year contract duration is not inherently unreasonable in the entertainment
industry. It provides stability for both parties and is common for long-term artist-producer
relationships.
Case Law: In Banyan Tree Holding (P) Limited v. A. Murali Krishna Reddy (2006), the
Supreme Court of India recognized the enforceability of long-term contracts, emphasizing the
parties' freedom to contract.
5. Standard Copyright and Distribution Rights:
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Argument: Granting the production house exclusive control over distribution and promotion of
recordings is a standard industry practice to protect investments and intellectual property.
Case Law: The music industry regularly features exclusive rights clauses in contracts, and such
clauses have been upheld in various contractual disputes. No specific case law is cited here since
this is a well-established practice.
ISSUE 2: Whether there has been a breach of contract?
Determining whether there has been a breach of contract from Hussain's side involves several legal
arguments, supported by relevant case laws:
1. Non-Performance of Contractual Obligations:
Argument: Hussain communicated to the production house that he would not be able to perform in
the subsequent concerts due to his medical condition. This non-performance constitutes a breach of
the contract's essential terms, which likely included his obligation to perform at scheduled concerts.
Case Law: In Moolji Jaitha & Co. v. Khandesh Spg. & Wvg. Mills Co. Ltd. (1950), the Bombay
High Court held that non-performance of an essential term of a contract constituted a material
breach.
2. Failure to Provide Notice and Mitigate Damages:
Argument: Hussain's decision to back out of the tour without providing adequate notice to the
production house may be viewed as a breach. Furthermore, his failure to take reasonable steps to
mitigate the damages suffered by the production house could be seen as non-compliance with the
contract terms.
Case Law: In Gherulal Parakh v. Mahadeodas Maiya (1959), the Supreme Court of India
emphasized that parties to a contract must take reasonable steps to minimize damages when a breach
occurs.
3. Disparaging Remarks and Public Outcry:
Argument: Hussain's disparaging remarks on social media, where he criticized the production house
and implied that they exploited independent artists, may be seen as a breach of the contract's
confidentiality and non-disparagement clauses.
Case Law: In Tech Mahindra Ltd. v. Swarup Anand & Ors. (2018), the Delhi High Court held that
disparaging remarks by an employee against their employer constituted a breach of the employment
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contract.
4. Impact on Reputation and Sponsorships:
Argument: Hussain's actions, including the cancellation of concerts and the ensuing public outcry,
had a significant negative impact on the production house's reputation and resulted in sponsors
withdrawing their sponsorships. This could be argued as a material breach causing economic losses
to the production house.
Case Law: In E.H. Rammohan v. Government of A.P. & Anr. (2013), the Andhra Pradesh High
Court ruled that a breach of contract resulting in significant financial harm constitutes a material
breach.
5. Failure to Provide Compelling Reasons:
Argument: Hussain's reasons for backing out of the tour were not clearly presented in the contract.
A breach of contract claim may be based on his failure to provide compelling reasons for his non-
performance.
Case Law: While not citing a specific case, the general principle is that when a party fails to meet its
obligations under a contract, they should have a valid and compelling reason for doing so. Failure to
provide such a reason can be a basis for a breach of contract claim.
In summary, whether there is a breach of contract from Hussain's side depends on the specific terms
of the contract and the circumstances surrounding his actions. The non-performance of essential
obligations, failure to provide notice, making disparaging remarks, and the negative impact on the
production house's reputation and sponsorships may collectively constitute a valid claim of breach of
contract.
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ISSUE 3: Whether the agreement entered into by Mr. Hussain is unconscionable,
and whether it was induced by undue influence?
Here are the counterarguments based on the specific circumstances and legal principles which shows
that the agreement is not unconscionable and was not induced by undue influence:
Not Unconscionable Agreement:
Argument (Against Unconscionability): The agreement may not be unconscionable when considering
the circumstances of the entertainment industry. Lengthy contracts are common in the industry, and
they often provide stability for both parties.
Industry Standard: Lengthy contracts are customary in the entertainment industry to enable long-
term planning and investment.
Voluntary Acceptance: Hussain voluntarily accepted the offer and signed the contract without any
external pressure or coercion.
Negotiation Opportunity: Hussain had the opportunity to negotiate the terms or seek legal advice
before signing the contract, which he did not exercise.
Case Law: In Banyan Tree Holding (P) Limited v. A. Murali Krishna Reddy (2006), the Supreme
Court of India recognized the enforceability of long-term contracts, emphasizing the parties'
freedom to contract.
No Undue Influence:
Argument: There is no evidence to suggest that Mr. Sarabhai exercised undue influence over
Hussain. The mere fact that Mr. Sarabhai is an established figure in the industry does not
automatically imply undue influence.
No Coercion or Manipulation: There is no evidence to suggest that Mr. Sarabhai coerced or
manipulated Hussain into signing the contract against his will.
Hussain's Free Choice: Hussain expressed excitement and gratitude in his communication
with Mr. Sarabhai, suggesting that he willingly entered the agreement.
Case Law: Central Inland Water Transport Corporation Ltd. v. Brojo Nath Ganguly (1986):
In this case, the Supreme Court of India addressed the issue of unconscionable contracts.
While not specifically about the absence of undue influence, it highlights that contracts can be
valid as long as they are not unconscionable. The court emphasized the need to protect parties
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from unconscionable contracts, but mere public opinion or disagreement does not
automatically render a contract unconscionable.
ISSUE 4: Whether Mr. Hussain's post on social media constitutes defamation?
To argue whether Hussain's post on social media constitutes defamation with case laws, we can
consider the legal elements of defamation and how they apply to the specific content of his post.
Here are advanced arguments:
1. Publication of a False Statement:
Hussain's post on social media contains statements implying that the production house
exploited independent artists and bound them to unfair contracts. If these statements are
false, they may satisfy the element of a false statement.
Case Law: In D. B. Modak v. Arun Ghosh (1975), the Supreme Court of India held that defamation
occurs when a false imputation harms a person's reputation.
2. Harm to Reputation:
The negative portrayal of the production house in Hussain's post may impact its
reputation, business relationships, and financial interests.
Case Law: In Vijay Manohar Tiwari v. V. K. Bansal (1983), the Supreme Court emphasized that
defamation may occur when false statements harm a person's reputation and goodwill.
3. Publication to Third Parties:
Social media posts, including Hussain's, are generally considered publications to third
parties, as they are available to his followers and the general public.
Case Law: In Shiv Kiran v. Saraswati Prakashan (2018), the Delhi High Court stated that online
publications could constitute defamation when they are accessible to third parties.
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PRAYER
In the light of issues raised, arguments advanced and authorities cited, it is most humbly
prayed that in the interest of justice, the Hon’ble Court may be pleased to:
1. Uphold the validity of the contract between the parties.
2. Declare that the contract was not unconscionable and was not agreed under undue influence.
3. Impose the liability of breach of contract and defamation on the defendant
4. Decree the payment of compensation under Section 55 of the ICA as the court may seem
fit.
5. Pass any other order as it may deem fit, in the interest of justice, equity and good
conscience.
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