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2020 Supreme(Del) 633
IN THE HIGH COURT OF DELHI AT NEW DELHI
Mukta Gupta, J.
Ge Power India Ltd - Appellant
Versus
NHPC Limited - Respondent
Civil Suit (Comm) No. 140 of 2020; Interlocutory Application No. 4016 of 2020
Decided On : 26-06-2020
C.M. Lall, Advocate, Nancy Roy, Advocate, Tia Malik, Advocate, Sachin Datta, Advocate, Piyush Sharma, Advocate, Ayush Shukla, Advocate
The jurisdiction of civil courts is barred in respect of any matter in which the NCLT and NCLAT have jurisdiction under the IBC and the adjudicating authority under the Code is competent to pass any order.
Headnote:
COPYRIGHT - INFRINGEMENT - JURISDICTION - TERRITORIAL - SUBJECT MATTER - INSOLVENCY PROCEEDINGS - IBC - NCLT - CIVIL COURT BAR - ASSIGNMENT - LICENSE - CONFIDENTIALITY - CONTRACT - CONSTRUCTION - INTERPRETATION - FAIR DEALING - EXCEPTION - COPYRIGHT ACT, 1957 - SECTIONS 14(C)(I), (II) AND (III), 3.15.1, 3.16.1, 3.42.3.2, 52(1)(A), 52(1)(X) - INSOLVENCY AND BANKRUPTCY CODE, 2016 - SECTIONS 60(5), 230, 231, 238.
Fact of the Case:
Plaintiff, a company that underwent a name change from Asea Brown Boveri Management Limited to Alstom Projects India Ltd. and subsequently to Alstom India Ltd., entered into a contract with Lanco Infratech Limited (LIL) for the design, manufacture, testing, delivering, and commissioning of facilities for the Teesta VI Hydro Electric Project. The plaintiff's predecessor, Alstom Projects India Ltd., had granted a conditional and limited license to LIL for the use of copyrighted drawings and data. Subsequently, LIL went into liquidation, and the defendant acquired the Teesta VI Project from Lanco Teesta Hydropower Limited (LTHPL), a special purpose vehicle company and a part of the Lanco Group of Companies. The plaintiff alleged that the defendant published and disclosed six copyrighted and highly confidential drawings of the plaintiff and expressed its intention to hand over all drawings in which the plaintiff claims copyright to the successful bidder. Aggrieved by this violation of copyright and breach of confidentiality, the plaintiff filed a suit seeking an injunction to restrain the defendant from using the copyrighted drawings and damages for infringement of copyright.
Finding of the Court:
1. The Delhi High Court held that it had territorial jurisdiction to entertain the suit as the cause of action arose in Delhi, even though neither the plaintiff nor the defendant resided or worked for gain within the territorial jurisdiction of the Court. The Court found that the defendant had uploaded the purported drawings of the plaintiff in which it claims copyright on the computer of the Central Public Procurement Portal (CPPP) and uploaded the same on the website at Delhi. The Court held that copying and issuing copies of the plaintiff's purported work by putting the same on the portal and circulating the same to the public including the public in Delhi would give rise to a cause of action at Delhi. The Court also noted that at least two parties downloaded the drawings in Delhi in the process of participation in the tender, which constituted an infringement of the plaintiff's copyright. 2. The Court further held that the dispute raised by the plaintiff in the present suit was not amenable to the jurisdiction of a civil court and that the remedy with the plaintiff, if any, lay before the National Company Law Tribunal (NCLT) or the National Company Law Appellate Tribunal (NCLAT). The Court noted that the plaintiff had granted a conditional, limited license to LIL for the use of the copyrighted drawings and data, and that the defendant had acquired the Teesta VI Project from LTHPL, which was a special purpose vehicle of LIL. The Court found that the dispute raised in the present suit fell within the ambit of Section 60(5) of the Insolvency and Bankruptcy Code (IBC) as the same arose out of and/or was in relation to the insolvency resolution plan of LTHPL and hence had to be adjudicated by the NCLT. The Court also held that the present suit would also be not maintainable in the absence of necessary parties LIL and LTHPL.
Issues: 1. Whether the Delhi High Court had territorial jurisdiction to entertain the suit for infringement of copyright. 2. Whether the dispute raised by the plaintiff in the present suit was amenable to the jurisdiction of a civil court or whether the remedy with the plaintiff lay before the NCLT or the NCLAT.
Ratio Decidendi: 1. The Court held that it had territorial jurisdiction to entertain the suit as the cause of action arose in Delhi, even though neither the plaintiff nor the defendant resided or worked for gain within the territorial jurisdiction of the Court. The Court found that the defendant had uploaded the purported drawings of the plaintiff in which it claims copyright on the computer of the CPPP and uploaded the same on the website at Delhi. The Court held that copying and issuing copies of the plaintiff's purported work by putting the same on the portal and circulating the same to the public including the public in Delhi would give rise to a cause of action at Delhi. 2. The Court further held that the dispute raised by the plaintiff in the present suit was not amenable to the jurisdiction of a civil court and that the remedy with the plaintiff, if any, lay before the NCLT or the NCLAT. The Court noted that the plaintiff had granted a conditional, limited license to LIL for the use of the copyrighted drawings and data, and that the defendant had acquired the Teesta VI Project from LTHPL, which was a special purpose vehicle of LIL. The Court found that the dispute raised in the present suit fell within the ambit of Section 60(5) of the IBC as the same arose out of and/or was in relation to the insolvency resolution plan of LTHPL and hence had to be adjudicated by the NCLT.
Final Decision: The Delhi High Court dismissed the suit and application as not maintainable before the Court in view of Sections 230 and 231 read with Section 60(5) of the Insolvency and Bankruptcy Code.
JUDGMENT
Mukta Gupta, J. - The hearing has been conducted through Video Conferencing.
2. As per the plaint, the plaintiff company which was initially known as Asea Brown Boveri Management Limited underwent a name change to Alstom Projects India Ltd. on 11th November, 2002. Subsequent thereto on 6th June, 2012 the plaintiff''s name was changed to Alstom India Ltd. and pursuant to a global acquisition of Alstom India Ltd. by General Electric Company on 5th August, 2016 the plaintiff underwent another name change to GE Power India Ltd., i.e. the plaintiff herein.
3. The plaintiff''s predecessor, that is, Alstom India Ltd. (earlier known as Alstom Projects India Ltd.) (in short "Alstom") entered into a contract with Lanco Infratech Limited (in short "LIL") on 18th May, 2009 for the design, manufacture, test, delivering and commissioning of facilities, that is, Turbine, Generator, Main Inlet Valve, Governing system, Excitation system, Control System for Hydro Electric Project for Teesta VI (in short "Teesta VI Project''). The Teesta VI Project was awarded to Lanco Teesta Hydropower Limited (in short LTHPL) a Special Purpose Vehicle Company, a part of Lanco Group of Companies. Alstom entered into an agreement with LIL inter alia for supply of engineering drawings which were covered by the copyrights owned by Alstom and on global acquisition of Alstom by the plaintiff company, subject to the confidentiality protections for which the plaintiff states that it received part payment and huge payments were still outstanding against LIL. The drawings and documents submitted by Alstom to LIL were used in Teesta VI Project subject to the copyright therein vesting with Alstom. The General Conditions of Contract (in short "GCC") between Alstom and LIL also stipulated an undertaking of all confidential information given to LIL by Alstom in Clause 3.16.
4. On 7th August, 2017 insolvency proceedings commenced against LIL and the said company went into liquidation on 27th August, 2018. As regards LTHPL on 26th July, 2019 on the recommendation of Resolution Professional, a resolution plan was accepted by the NCLT by virtue whereof the defendant acquired the Teesta VI Project from LTHPL. On 11th February, 2020 the defendant sent an intimation to offer for a Single Vendor Tender to the plaintiff however, on 17th April, 2020 the bid of the plaintiff was not accepted on the ground "that price of M/s GE Power Ltd. was abnormally higher than tender check document". Thereafter on 5th May, 2020 the defendant issued an open tender for Teesta VI Project when it is alleged by the plaintiff that the defendant published and disclosed to third parties six copyrighted and highly confidential drawings of the plaintiff and in the pre bid meetings the defendant expressed its intension to hand over all drawings in which the plaintiff claims copyright to the successful bidder.
5. Aggrieved by this violation of the plaintiff''s copyright in the six drawing and the requirement to maintain confidentially being breached, plaintiff has preferred the present suit.
6. Learned counsel for the plaintiff contends that the present action by the plaintiff arises because of the defendant''s action of infringement of the plaintiff''s copyright and violation of the plaintiff''s right in certain data and drawings including rights to prevent wrongful possession, publication and use of the plaintiff''s proprietary and confidential information governed by common law rights and contract. The plaintiff''s copyright is protected in the drawings and data which are also confidential in nature and without a license from the plaintiff or without explicit permission of the plaintiff, the defendant could not have used the drawings and data and publicised the same. The plaintiff''s copyright in the drawings, grants the plaintiff exclusivity over its use. The drawings being highly confidential, the confidential proprietary rights of the plaintiff are being illegally possessed by the defendant and i
