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2007 DIGILAW 1161 (DEL)

Simran Music Company v. Prit Brar

2007-05-28

G.S.SISTANI

body2007
JUDGMENT : G.S. Sistani, J. IA Nos. 4950/2007 & 4951/2007. 1. The Plaintiff company, namely, M/s. Simran Music Industry, is engaged in the business of manufacturing and marketing audio cassettes. Defendant No. 1, namely, Mr. Prit Brar, is an aspiring singer. On 21.02.2005, the Plaintiff company entered into an exclusive sound recording agreement (hereinafter, "the impugned agreement") with Defendant No. 1 for a period of four years from 10.03.2005 to 11.03.2009. As per the terms of the impugned agreement, Defendant No. 1 was to sing and perform exclusively for the Plaintiff company. The Plaintiff company, in fact, did the sound recording for Defendant No. 1's maiden music album entitled "Teri Jehi Kudi" as well as his second music album entitled "Ek Tere Karke", the production and promotional costs of both of which were borne by Defendant No. 1 himself. Subsequently, on 19.03.2007, it came to the knowledge of the Plaintiff company that Defendant No. 1, in derogation of the terms of the impugned agreement, had recorded a music album entitled "Pind Wich Jogi Aaya" with Defendant No. 2, namely, M/s. Super Cassette Industries Ltd. Aggrieved by Defendant No. 1's alleged breach of the impugned agreement, the Plaintiff company filed the present suit together with an application being IA No. 3519/2007 under Order 39 Rules 1 and 2 of the Code of Civil Procedure, whereby this Court vide order dated 28.03.2007 granted an ex parte ad interim injunction restraining Defendant No. 1 from selling, recording, distributing, broadcasting or exploiting the music album entitled "Pind Wich Jogi Aaya", in contravention of the terms of the impugned agreement. Vide order dated 16.04.2007, the aforesaid order dated 28.03.2007 was modified to the extent that the ex parte ad interim injunction passed against Defendant No. 1 was also passed against Defendant No. 2. Defendant Nos. 1 and 2 filed applications being I.A. No. 4905/2007 and I.A. No. 4951/2007 respectively, seeking vacation of the order dated 28.03.2007 as modified by order dated 16.04.2007. 2. The brief facts of the case are that the Plaintiff is engaged in the business of manufacturing and making audio cassettes, video cassettes as well as Compact discs. The Plaintiff enjoys a number of exclusive recordings with the well-known artists/singers in Punjabi language as well as in other languages also. The Plaintiff d has thus acquire an extensive goodwill and reputation in the market. The Plaintiff enjoys a number of exclusive recordings with the well-known artists/singers in Punjabi language as well as in other languages also. The Plaintiff d has thus acquire an extensive goodwill and reputation in the market. The Plaintiff has spent large amounts on advertising and is a household name in India. Defendant No. 1 is a singer who had entered into an exclusive sound recording contract with the Plaintiff company. Defendant No. 2 is a recording company and is selling music cassettes that includes songs sung by Defendant No. 1. The Plaintiff and Defendant No. 1 had entered into an agreement dated 21.02.2005. According to the Plaintiff, Defendant No. 1 was a little known young singer and the Plaintiff discovered him and gave him a unique opportunity by utilising its corporate skills, resources and built up the image of Defendant No. 1 and promoted his carrier. To promote Defendant No. 1, appropriate songs and good quality music guidance was given for good performance as well as steps were also taken for promotion, publicity and marketing of the songs of Defendant No. 1. Defendant No. 1 agreed on the terms and conditions of the agreement dated 21.02.2005. Accordingly, Defendant No. 1 was to exclusively perform and sing for the Plaintiff company during the term of the agreement. The Plaintiff came to know that Defendant No. 2 was going to release the sound recordings sung by Defendant No. 1 in breach of the exclusive agreement dated 21.02.2005. The grievance of the Plaintiff being that the Plaintiff has committed breach of the negative covenant in the agreement dated 21.02.2005. It is submitted by learned Counsel for the Plaintiff that the Plaintiff company has invested considerably its corporate skills and resources in developing the musical talent of Defendant No. 1 by recording and marketing his debut musical album entitled "Tere Jehi Kudi" a hugely popular music lable of the Plaintiff company. Defendant No. 1 has not only raked in the goodwill and reputation of the Plaintiff company but has also enjoyed an enviable launch in the music industry that has further given him an invaluable jumpstart in his musical career. 3. It is submitted that Defendant No. 1 has breached the negative covenant of the impugned agreement by singing and recording for Defendant No. 2. 3. It is submitted that Defendant No. 1 has breached the negative covenant of the impugned agreement by singing and recording for Defendant No. 2. Defendant No. 2, by dishonestly inducing Defendant No. 1 to sing and record for its music lable, has ostensibly tried to take advantage of Defendant No. 1's popularity and image, which were actually built up by the efforts made and expenses incurred by the Plaintiff company. That on account of the breach of the negative covenants by Defendant No. 1, and inducement thereto by Defendant No. 2, the Plaintiff company has suffered irreparable losses, and thus, is entitled to claim damages from both the Defendants. 4. Learned Counsel for Defendant No. 1 submits that the impugned agreement was not concluded contract for want of consideration and certainty. He further submits that this Court does not have the territorial jurisdiction to try and entertain the present suit inasmuch as the copies of Defendant No. 1's music album entitled "Pind Wich Jogi Aaya" were sold in Punjab and Haryana only. Further, contrary to the Plaintiffs submission that the said album was sold in various parts of Northern India including Delhi, there is no document to show the sale of the album in Delhi. Furthermore, learned Counsel submits that the Plaintiff company has not sought the leave of this Court u/s 20(b) of the Code of Civil Procedure, 1908 to proceed against Defendant No. 1, who resides and personally works for gain outside Delhi, thus, this Court does not have the territorial jurisdiction to deal with the matter. 5. The arguments of learned Counsel for the Defendants are outlined as under: (i) Firstly, the present suit is not maintainable, as this Court does not have the territorial jurisdiction to try and entertain it. (ii) Secondly, the impugned agreement could not be concluded for want of consideration and certainty. (iii) Thirdly, the impugned agreement, having been entered by the Plaintiff company on grossly unfair, unreasonable and unconscionable terms, imposes and unjust restraint on Defendant No. 1's freedom of trade, and in general, is opposed to public policy. (iv) Fourthly, for the reasons aforesaid, the impugned agreement is void ab initio and cannot be enforced. (v) Lastly, the impugned agreement, being an alleged contract of personal service, injunction is not the correct remedy to prevent the breach thereof inasmuch as the impugned agreement is void and cannot be specifically enforced. (iv) Fourthly, for the reasons aforesaid, the impugned agreement is void ab initio and cannot be enforced. (v) Lastly, the impugned agreement, being an alleged contract of personal service, injunction is not the correct remedy to prevent the breach thereof inasmuch as the impugned agreement is void and cannot be specifically enforced. 6. Learned Counsel for Defendant No. 1 vehemently pleads that his client has not received any consideration whatsoever from the Plaintiff company in lieu of singing and recording his songs for the Plaintiff. Further, all expenditure qua the production and promotion of his music albums was borne by Defendant No. 1 alone. According to learned Counsel for Defendant No. 1, as the impugned agreement is uncertain and lacks consideration, it cannot be said to have been a concluded contract in terms of Section 10 of the Indian Contract Act, 1872, and further, the agreement is liable to be declared void in terms of Section 25 of the Act. To make good his point, learned Counsel has relied upon Rabindra Nath Sahu Vs. Mrs. Maya Devi and Another, AIR 1991 Patna 192, wherein this Court has held that an agreement devoid of any consideration, is merely an agreement to agree, and as such, cannot be enforced. 7. Learned Counsel submits that Defendant No. 1 further submits that the said negative covenants literally hold Defendant No. 1 in bondage' (sic.) to the Plaintiff company by precluding him from singing and recording for any other company. Thus, it is the case of Defendant No. 1 that since the impugned agreement constitutes an unreasonable restraint on his right to freedom of trade, and even otherwise, the terms of the impugned agreement being grossly unreasonable and unconscionable, the impugned agreement is opposed to public policy, and accordingly, void in terms of Section 27 of the Indian Contract Act, 1872. 8. Furthermore, learned Counsel for Defendant No. 1 submits that the present suit is not maintainable in that it has been filed by one, Sh. Amit Vij, who claims to be the sole proprietor of the Plaintiff company. To substantiate his point, learned Counsel has relied upon Oriental Coal Co. Ltd. Vs. Mohanlal Kisnlal and Another, AIR 1984 Bom 174 , wherein this Court has ruled that a suit filed by the sole proprietor in trade name amounts to instituting the suit in the name of the wrong person. To substantiate his point, learned Counsel has relied upon Oriental Coal Co. Ltd. Vs. Mohanlal Kisnlal and Another, AIR 1984 Bom 174 , wherein this Court has ruled that a suit filed by the sole proprietor in trade name amounts to instituting the suit in the name of the wrong person. In other words, a suit filed by a sole proprietor is not maintainable in law. 9. Defendant No. 2, against whom the Plaintiff company has claimed damages for unfair inducement, pleads that it had no knowledge of the impugned agreement until it received notice of the present suit on 19.03.2007. Defendant No. 2 further submits that the Plaintiff company has approached this Court for an injunction only after Defendant No. 1's music album entitled "Pind Wich Jogi Aaya" was published, released and already selling in the market. It is the case of Defendant No. 2 that it has already spent a sum of more than Rs. 3 Lac towards the cost of production, marketing and release of the said album, and now, if the Plaintiff is allowed the relief of injunction, Defendant No. 2 will suffer irreparable loss in terms of loss of revenue. 10.1 have heard learned Counsel for the parties and given my thoughtful consideration to the matter. At this stage, it would be useful to reproduce the impugned agreement entered into between the Plaintiff and Defendant No. 1. AGREEMENT PARTY No. 1 1. Prit Barar S/o. S. Partap Singh, am resident of Bank Colony, House No. 132, near Green Palace, Bathinda City. PARTY No. 2 SMI Music Company, Shri Sajjan Duhan S/o. Shri Aazad Singh, of 646/29, Tilak Nagar, Rohtak (Haryana). The conditions are as follows: I. I am a Singher. II. I have entered into a contract with SMI Company for a period of five years. III. My contract is valid from 10.3.2005 to 11.3.2009. IV. I, Prit Brar, cannot go through any recording for any other company after this date and if any music company releases any of my songs, I shall myself be responsible for the same and SMI Music Company will be entitled to recover Rs. one lac per song from me. V. For my new album, with its music title, "Tere Jehi Kudi", I have to carry out the picturisation of the two songs along with the audio parts thereof. VI. one lac per song from me. V. For my new album, with its music title, "Tere Jehi Kudi", I have to carry out the picturisation of the two songs along with the audio parts thereof. VI. Apart from this album, "Tere Jehi Kudi, I will also bear the entire expenses for picturisation of the two sons and audio recording of four other albums. VII. National and international copyright of all those albums of mine released during the period shall vest in SMI Company. VIII. SMI Company shall also hold right to receive 50% earnings of all stage programmes carried out by me in India and abroad. IX. If any other company released any audio or video record of any my stage programme or any live programme, SMI Company will initiate legal proceedings against those companies. X. All rights over songs and music of my album shall vest in SMI Company any if any lyricist or music director raises an objection in that behalf, I shall solely be resonsible myself. XI. All my cassettes shall be presented by Karamjit Puri alone. XII. Note: I accept all the terms and conditions recorded herein as valid while in my full senses. Sd/- Prit Barar with Thumb impression dt. 21.2.2005 WITNESSES. Sd/- Vishal Bhargava, 2270, Section 20-C, Chandigarh Sd/- Karamjit Puri Mata Jivi Nagar, Bathinda 11. A bare reading of this agreement shows that the impugned agreement is for a period of four years from 10.03.2005 to 11.03.2009. Defendant No. 1 cannot sing and record for any other company and, in case, he does the Plaintiff would be entitled to recover Rs. 1.00 lac per song from Defendant No. 1. The picturisation and recording of two sons and four albums during the term of the agreement are to be borne by Defendant No. 1. The national and international copyright of all albums which are to be released during this period shall vest with the Plaintiff company. Plaintiff company shall hold right to receive 50% earning of all such programmes carried out by Defendant No. 1 in India and abroad. All rights over songs and music of Defendant No. 1's album shall vest in the Plaintiff company. Plaintiff company shall hold right to receive 50% earning of all such programmes carried out by Defendant No. 1 in India and abroad. All rights over songs and music of Defendant No. 1's album shall vest in the Plaintiff company. A complete reading of impugned agreement shows that Defendant No. 1 alone is to perform his part of agreement and no responsibility of any kind falls on the Plaintiff be it singing, producing picturisation, stage shows all of which is to be carried out by Defendant No. 1. Also no financial responsibility is to be shared by the Plaintiff. However, all copyrights - national or international are to vest with the Plaintiff company. In case, of such shows in India or abroad 50% earning is to be handed over to the Plaintiff. Nowhere in the agreement it is stated that the Plaintiff will use its corporate skills, resources or experience to build up the image and promote the career of Defendant No. 1. Although, it has been argued by the learned Counsel for the Plaintiff that he has invested its resources and skills in discovering, chiselling and polishing the d musical talent of Defendant No. 1, however, at this stage, there is no material on record to support the argument of the Plaintiff. Further more the Court has to look at the agreement entered into between the parties to satisfy itself as to whether any such condition exists in the agreement; was it obligatory on the part of the Plaintiff company to promote the musical talent of Defendant No. 1, or in case it did so promote, is it bound to do so in future also, or whether Defendant No. 1 can force the Plaintiff company to promote his musical carrier in future in the absence of such a term in the agreement, is the real test. A bare reading of the agreement clearly reflects that it is one sided, casts no obligation on the Plaintiff company and lacks consideration. Further, Defendant No. 1 is not permitted to sing for any one else but the Plaintiff company and in return thereof he gets nothing from the Plaintiff company. The role of the Plaintiff company is to be judged from the terms of the agreement. The question which automatically arises is whether the Plaintiff company has abused its superior bargaining position by imposing unfair and unreasonable terms on Defendant No. 1. The role of the Plaintiff company is to be judged from the terms of the agreement. The question which automatically arises is whether the Plaintiff company has abused its superior bargaining position by imposing unfair and unreasonable terms on Defendant No. 1. It has been stated that while producing and promoting both of his album Defendant No. 1 has incurred an expenditure of Rs. 32.00 lacs and 20.00 lacs, respectively. As per the terms of the agreement nothing has been shared by the Plaintiff. The Plaintiff has not denied the fact that this amount has been spent. 12. Learned Counsel for Defendant No. 1 has aptly relied upon A Schroeder Music Publishing Co. Ltd. v. Macaulay cited at (1974) 3 All ER to illustrate his point. In the said case, the House of Lords considered and held that a party to a contract would be relieved from the terms of the contract. In the course of his speech learned Lord Diplock outlined the theory of unreasonableness or unfairness of the bargain to relieve a party from the contract when the relative bargaining power of the parties was not equal. In the said case, the song writer had contracted with the publisher on terms more onerous to him and favourable to the publisher. The song writer was relieved from the bargain of the contract on the theory of gross inequality of bargaining power. The distinction was made even in respect of standard forms of contract emphasising that when the parties in a commercial transaction having equal bargaining power have adopted the standard form of contract, it was intended to be binding on the parties. The Court would not relieve the party from such a contract. However, the same would not be the case when contracts are between the parties possessing unequal bargaining power, or have been directed by that party whose bargaining power, either exercised alone or in conjunction with others providing similar goods or services, enables him to say: "If you want these goods or services at all, these are the only terms on which they are obtainable. Take it or leave it." 13. Take it or leave it." 13. Learned Counsel for Defendant No. 1 has further submitted that apart from discharging the burden of producing and promoting his albums at his own expense, Defendant No. 1'has not received any consideration whatsoever from the Plaintiff company in lieu of singing and recording his songs for the latter. To counter this averment of the learned Counsel, the Plaintiff company, in its rejoinder, has submitted that the consideration in the impugned agreement should not be construed in monetary terms; rather, the Plaintiff company has provided enough consideration to Defendant No. 1 by giving him a suitable platform to exhibit his talent before the public. This contention of the Plaintiff company cannot be acceptable nor does the agreement says so. The impugned agreement is evidently so worded that the responsibility of producing and promoting his music albums and all liabilities accruing therefrom squarely fall on Defendant No. 1 alone. 14. Learned Counsel for Defendant No. 1 has vehemently submitted that the impugned agreement, being founded upon unfair, unreasonable and unconscionable terms, is void ab initio, and as such, cannot be enforced in law. To negative this contention, learned Counsel for the Plaintiff company has argued that the impugned agreement, having been acted upon by Defendant No. 1, is enforceable at law, and thus, binding upon him. To substantiate his point, learned Counsel has relied upon Century Spinning and Manufacturing Company Ltd. and Another Vs. The Ulhasnagar Municipal Council and Another, (1970) 1 SCC 582 , wherein the Apex Court, inter alia, observed:"... (A) representation that something will be done in future may involve an existing intention to act in future in the manner represented. If the representation is acted upon by another person, it may, unless the statute governing the person making the representation provides otherwise, result in agreement enforceable at law..." (per Shah, J.C., J)". Learned Counsel for the Plaintiff further submits that the impugned agreement dated 21.02.2005 was in writing and signed by Defendant No. 1 sans any undue influence or coercion on him. At the time of signing the impugned agreement, Defendant No. 1 was fully aware of the negative covenants and their implication, and he willfully assented to them. Learned Counsel for the Plaintiff further submits that the impugned agreement dated 21.02.2005 was in writing and signed by Defendant No. 1 sans any undue influence or coercion on him. At the time of signing the impugned agreement, Defendant No. 1 was fully aware of the negative covenants and their implication, and he willfully assented to them. Accordingly, Defendant No. 1, by assenting to the terms of the impugned agreement not only made a representation to act on such terms, but in fact, he acted upon them by singing and recording his first two music albums under the recording label of the Plaintiff company. I am afraid that this averment of the Plaintiff company, if accepted, would defy the basic tenets of equity and fair play. As regards the case of Century Spinning and Manufacturing Co. Ltd. and Anr. v. The Ulhasnagar Municipal Council and Anr. (supra), the observations made by the Apex Court are not, and cannot be disputed. However, the said case does not salvage the averment of the Plaintiff company in that its facts are clearly distinguishable from the facts of the present case. In Century Spinning and Manufacturing Co. Ltd. and Anr. v. The Ulhasnagar Municipal Council and Anr. (supra), the Respondent municipality, a public body, was obligated to make good its representation of facts and promises to the Plaintiff company, which representation was based on a lawful contract concluded and enforceable in law. However, the impugned agreement in the present case, being blatantly unreasonable and unduly onerous on Defendant No. 1, is per se affront to public policy, and accordingly, void and unenforceable in law, notwithstanding the fact that Defendant No. 1 has acted d upon its term. Suffice for me to say that one wrong cannot justify another wrong. 15. It is an established principle of law that negative covenants operative during the period of employment when the employee is bound to serve his employer exclusively are not to be regarded as restraint of trade, and, therefore, do not fall u/s 27 of the Indian Contract Act, 1872. 15. It is an established principle of law that negative covenants operative during the period of employment when the employee is bound to serve his employer exclusively are not to be regarded as restraint of trade, and, therefore, do not fall u/s 27 of the Indian Contract Act, 1872. Learned Counsel for the Plaintiff company has strenuously argued that the negative covenants contained in the impugned agreement should not be construed as a restraint on Defendant No. 1's freedom of trade in that such negative covenants are commonly applicable in trade practices and were essential to protect the legitimate interests of the Plaintiff company, who has invested its efforts, resources and goodwill in honing the musical talent of Defendant No. 1. In order to justify the operation of the negative covenants in the impugned agreement, and further, to establish that the said negative covenants do not amount to restraint of trade, the Plaintiff company has relied upon the leading decisions in Niranjan Shankar Golikari Vs. The Century Spinning and Mfg. Co. Ltd., AIR 1967 SC 1098 , and Charlesworth v. MacDonald ILR (1898) Bom. 104. In both these cases, the Courts have unanimously maintained that negative covenants operative during the period of employment when the employee is bound to serve his employer exclusively are not to be regarded as restraint of trade. There is absolutely no quarrel to the aforesaid proposition. However, the said proposition, does not really buttress the case of the Plaintiff company because in both cases, namely, Niranjan Shankar Golikari (supra) and Charlesworth v. MacDonald (supra), the Courts also stated, by way a of caveat, that negative covenants are acceptable insofar they are not founded upon inequitable and unreasonable terms prejudicial to the interests of the party restricted by the negative covenants. Qua the negative covenants of the impugned agreement, they are prima facie unconscionable not because they restrict Defendant No. 1 to sing exclusively for the Plaintiff company but because they are excessively one-sided and caste no obligation whatsoever on the Plaintiff company. The terms of the impugned agreement have been so shrewdly crafted by the Plaintiff company that all liabilities emanating therefrom invariably fall on Defendant No. 1. Moreover, the Plaintiff company enjoys full liberty to terminate the impugned agreement as and when it desires and is not accountable to Defendant No. 1 for doing so. The terms of the impugned agreement have been so shrewdly crafted by the Plaintiff company that all liabilities emanating therefrom invariably fall on Defendant No. 1. Moreover, the Plaintiff company enjoys full liberty to terminate the impugned agreement as and when it desires and is not accountable to Defendant No. 1 for doing so. Such "take it-or-leave-it attitude" of the Plaintiff company does not leave Defendant No. 1 with much choice but to accept the harsh terms of the impugned agreement, lest he is prepared to forgo a promising musical career. Since the impugned agreement has apparently impaired Defendant No. 1 of his legitimate c right to freedom of trade on terms apposite to him, it is void and unenforceable u/s 27 of the Indian Contract Act, 1872. 16. Lastly, it is also to be decided whether injunction, in the present case is an appropriate remedy to prevent the breach of the impugned agreement. G.H. Treital, in his classical work, "The Law of Contracts", (6th Edition pages 764 to 775) has lucidly laid down the following restrictions on specific performance of contracts: (i) Specific performance will not be ordered where damages are an adequate remedy. (ii) If the party applying for relief is guilty of a breach of the contract or is guilty of wrongful conduct. (iii) If the contract involves personal service. (iv) If the contract requires constant supervision. (v) If the party against whom specific performance is sought is entitled to terminate the contract. 17. Learned Counsel for Defendant No. 1, has submitted that the impugned. agreement, being uncertain, unreasonable and constituting restraint on his freedom of trade, is void and as such cannot be specifically enforced. It is thus the case of Defendant No. 1 that since the terms of the impugned agreement cannot be specifically enforced, injunction is not a proper remedy to prevent the breach thereof in light of Section 16(c), Sections 20(2) and 41(e) of the Specific Performance Act, To further corroborate his point, learned Counsel for Defendant No. 1 has relied upon Rajasthan Breweries Ltd. v. Stroh Brewery Co. AIR 2000 Del. 450 , wherein, this Court has ruled that injunction cannot be granted to prevent the breach of a contract, the performance of which would not be specifically enforced. I fully endorse the view taken in the case of Rajasthan Breweries Ltd. (supra). AIR 2000 Del. 450 , wherein, this Court has ruled that injunction cannot be granted to prevent the breach of a contract, the performance of which would not be specifically enforced. I fully endorse the view taken in the case of Rajasthan Breweries Ltd. (supra). Inasmuch as the impugned agreement, being unreasonable and unconscionable in law, cannot be specifically enforced and thus, injunction is not the proper remedy to prevent its breach. 18. Public policy demands that freedom of contract must be founded upon equality of bargaining power between contracting parties. However, it is perhaps an inherent feature of capitalist society that contracts entered into between the parties possessing wholly disproportionate or unequal bargaining power are seldom or almost never, concluded on fair and reasonable terms. The party possessing relatively less bargaining power is left with little or no choice but to accept the unfair and unreasonable terms imposed upon it by the party possessing superior bargaining power. In light of the present case, the Plaintiff company, owing to its goodwill and reputation in the music industry, is undoubtedly placed on a superior pedestal than Defendant No. 1, who is merely an aspiring singer dreaming to carve a niche for himself in the music industry. Believing that the Plaintiff company will help him in actualizing his dream, Defendant No. 1, in sheer naivete, acquiesced to the unreasonable and unfair terms imposed by the Plaintiff company via the impugned agreement. Not only was Defendant No. 1 compelled to produce and promote his music albums by his own means, he also had to surrender the copyrights of his songs in favour of the Plaintiff company. Furthermore, it is shocking to know that in lieu of merely providing Defendant No. 1 with a recording label, the Plaintiff company has appropriated all the revenues for the copies of his sold music albums, without sharing any revenue with Defendant No. 1. Moreover, the Plaintiff company has, without the permission or authorisation of Defendant No. 1, re-released his songs under separate titles, thus deriving unjust benefits from the labour, skill and investment of Defendant No. 1. Such conduct of the Plaintiff company is utterly reprehensible and there is absolutely no semblance of reasonableness and fairness in the terms they have imposed on Defendant No. 1. 19. Such conduct of the Plaintiff company is utterly reprehensible and there is absolutely no semblance of reasonableness and fairness in the terms they have imposed on Defendant No. 1. 19. In light of the aforesaid discussion, it would be great injustice to restrain Defendant No. 1 from pursuing his musical career under the aegis of Defendant No. 2. It would be greater injustice if the Plaintiff company is allowed to continue reaping the profits of Defendant No. 1's skill and labour as it is presently doing on the pretext of the orders dated 28.03.2007 and 16.04.2007. The applications of the Plaintiff being I.A. Nos. 3519/2007 and 4114/2007 are hereby dismissed and those of Defendant Nos. 1 and 2 are allowed. Needless to say that any observations made at this stage are only a prima facie view and shall have no bearing to the future outcome of the case. CS(OS) No. 561/2007 20. List on 31.07.2007.