A contract is not concluded until there is consensus ad idem between the parties.

JUDGMENT

C. Hari Shankar, J. - Learned Senior counsel for the parties have been heard at length and, with consent, this judgment disposes of O.M.P. (I) (COMM.) 106/2021.

Facts

2. The petitioner is incorporated and located in Singapore. It is engaged in the production, development, marketing and distribution of media entertainment content, over its Platform "MX Player" ("the Platform").

3. The respondent produces and develops audio-visual content under the brand names "The Viral Fever ("TVF")", "The Screen Patti (TSP)" and "The Timeliners", among others.

4. Appreciation of the rival submissions would require, in the first instance, a chronological excursion through the various documents executed and exchanged in the present case, thus:

(i) It appears that, since some time earlier, programs of the respondent were being distributed and shown on the petitioner's Platform. On 24th February, 2020, the respondent, under the brand name "The Viral Fever (TVF)" confirmed that it would provide six shows, to be hosted on the petitioner's Platform in 2020-2021. The communication read thus:

"Hi Aaron,

As discussed and confirmed:

TVF will provide 6 shows in 2020-21

Immature S2 5 Episodes of 20 min each 3 yr exclusive + 1 year non exclusive

UPSC S1 5 Episodes of 20 min each 3 yr exclusive + 1 year non exclusive

Flames S3 5 Episodes of 20 min each 3 yr exclusive + 1 year non exclusive

3 more shows 5 Episodes of 20 min each 3 yr exclusive + 1 year non exclusive TBD

All the other clauses remain the same from last time.

All masters will be cleaned / without sponsorship.

Deal Value 21 cr + taxes

Payment Terms:

35% Advance

65% on Delivery

Look forward to a great partnership.

PS mark my finance/legal.

@ Megha pl initiate contract.

Best

Rahul Sarangi

Global Head

Business & Content

The Viral Fever (TVF)"

(ii) As per the petitioner, consequent to an "understanding" arrived at, with the respondent, the respondent forwarded, to the petitioner, an Agreement, dated 18th March, 2020 ("the Agreement"), duly signed by the respondent. The petition seeks to aver that, as the office of the petitioner at Singapore was closed owing to the COVID-2019 pandemic, the petitioner was not in a position to countersign the Agreement and send it back. The undisputed factual position remains, however, that the Agreement was signed only by the respondent. The respondent contends that there was no concluded contract, inter alia for the reason that the Agreement was never signed by the petitioner. The petitioner contends, per contra, that there was. Some relevant features of the Agreement may be noted thus:

(a) The respondent offered, by the Agreement, to grant the right to distribute, the Programs owned by it, to the petitioner, which agreed to acquire the said rights. Clause 2.1.1 of the Agreement granted, to the petitioner, the right to distribute the Programs, on the petitioner's Platform, during their respective distribution periods. "Program(s)" was defined, in Clause 1.1.24, thus:

"1.1.24. "Program(s)" means web shows that being distributed under this Agreement namely as below:

i. Immature- season 2 (Program 1)

ii. Aspirants (tentative title)- season 1 (Program 2)

iii. FLAMES- season 3 (Program 3)

iv. Additionally, there shall be three more web shows (the titles of which shall be collectively decided by the parties) namely (Program 4), (Program 5) and (Program 6) respectively shall be part of this Agreement.("Additional Programs").

Program l, Program 2, Program 3 and Additional Programs shall be collectively referred to as Program(s)."

"Distribution Period" was defined, in Clause 3.1.1, thus:

"3.1. Distribution Period.

3.1.1 The Distributor shall be entitled to exercise the Rights granted to it herein and Distribute each of the Programs during the Distribution Period, in accordance with the terms of this Agreement. The Distribution period of each Program shall commence from the date of delivery of the Delivery Material relating to such Program by the Company and continue for a period of 4 (four) years from