Bombay HC Denies Phantom Studios’ Interim Bid to Make Hanuman Films, Citing No Written Release From Diwali 2027 Ban

Under an Assignment Agreement dated 19 April 2024, rights in “Project Ramayana” were assigned to Respondent No. 8. The Petitioner, Phantom Studios India Pvt. Ltd., was a party to the Agreement and expressly subject to Clause 5’s restrictions on producing or exploiting works featuring specified Ramayana characters, including Hanuman, until Diwali 2027.

After Respondent No. 4’s shareholding in the Petitioner was bought back in October 2024, the Petitioner argued that it should no longer be bound by the restrictions. It also alleged that Respondent No. 2 had orally promised compensation of Rs. 9 crore.

The Petitioner sought interim relief under Section 9 of the Arbitration and Conciliation Act, 1996, including permission to pursue its own relevant projects and disclosure of payments under the Assignment Agreement. The Court considered only prayers (c-1) and (c-2); the amendments had previously been allowed, with their effect reserved for final disposal.

Section 9 of the Arbitration and Conciliation Act, 1996 permits interim protection in aid of disputes to be decided in arbitration, but does not authorise a court to rewrite contractual terms or order disclosure without a sufficient connection to an established legal right.

Contractual language must be read in its ordinary meaning and in the context of the agreement as a whole; commercial purpose and business common sense may assist interpretation but cannot be used to add terms the parties did not include.

Under Alopi Parshad & Sons Ltd. v. Union of India, a party cannot be relieved of an express contractual obligation merely because performance becomes onerous; Section 56 of the Indian Contract Act, 1872 concerns impossibility or unlawfulness, neither of which was established here.

Annaya Kocha Shetty confirms the sequence of literal, golden-rule and purposive construction, with purposive construction used cautiously.

Clause 17.2 of the Agreement required any change, modification or termination to be in writing and signed or initialled by the parties.

The Agreement separately named Phantom in Clauses 5.1 and 5.2 as bound by the restrictions until Diwali 2027; Clause 1.5(c) did not provide that those restrictions would end if Respondent No. 2 or No. 4 ceased to control or hold shares in Phantom. Nor did the buyback agreement release Phantom, and no written amendment or release was produced.

The alleged oral assurance was denied and, even if proved, would not by itself terminate the written covenant.

An alleged breach by another party did not automatically discharge Phantom’s separate obligation, and the asserted business opportunity did not establish a legal basis to suspend the restriction.

As to disclosure, the contractual payments and guarantee were for the Assignor’s benefit, while Phantom’s alleged entitlement depended on a separate, disputed oral promise. Disclosure of all payments would not establish that promise or Phantom’s entitlement, and the broad request was not sufficiently connected to an interim right established by the Petitioner.

The findings were confined to the Section 9 application; the parties’ rights and arguments in arbitration, including the alleged monetary promise, remained open.