FRESHERS’ INDUCTION MOOT 2023, CAMPUS

LAW CENTRE

IN THE HON’BLE HIGH COURT OF

SENNAI, SINDHIA

IN THE MATTER OF

SVS ENTERTAINMENT LIMITED …………… PLAINTIFF

VERSUS

HUSSAIN …………… DEFENDANT

UPON SUBMISSION TO THE HON’BLE JUDGES OF

THE HIGH COURT

MEMORIAL ON BEHALF OF THE DEFENDANT

COUNSEL APPEARING ON BEHALF OF THE

DEFENDANT
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

TABLE OF CONTENTS

LIST OF ABBREVIATIONS 3

INDEX OF AUTHORITIES 4

STATEMENT OF JURISDICTION 5

STATEMENT OF FACTS 6-7

STATEMENT OF ISSUES 8

SUMMARY OF ARGUMENTS 9-
10

ARGUMENTS ADVANCED 11-

17

11-
Issue 1: Whether there has been a Breach of Contract on the part of the Defendant? 13
1(a)- Whether Defendant’s refusal to perform in the remaining concerts was beyond his
control and sufficient to justify his non-performance?
14-
Issue 2: Whether the Claim for Damages of Rs. 25 Crore is Justified?
15
2(a)- Whether Plaintiff can demonstrate that the non-performance by Defendant resulted
in economic and reputational losses amounting to Rs. 25 crore?
16-
Issue 3: Whether Specific Performance of the Contract can be Compelled? 17
3(a)- Whether the contract between Defendant and Plaintiff contains any terms or
provisions that mandate specific performance, or if alternative remedies should be
pursued?
PRAYER 18

2
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

LIST OF ABBREVIATIONS

& And

Anr. Another

ICA Indian Contract Act

CCP Code of Civil Procedure

Hon’ble Honorable

No. Number

Pvt. Ltd. Private Limited

r/w Read with

Retd. Retired

S./Sec. Section

SC Supreme Court

SCC Supreme Court Cases

St. State

Sq. ft. Square feet

v. vs. Versus

3
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

INDEX OF AUTHORITIES

CASES:

1. Robinson v. Davison
2. Taylor v. Caldwell
3. Satyabrata Ghose v. Mugneeram Bangur & Co
4. Krell v. Henry
5. DDA v. Kenneth Builders & Developers, (2016) 13 SCC 561
6. Satish Kumar v. Karan Singh, (2016) 4 SCC 352

BOOKS:

1. Avtar Singh, Law of Contract and Specific Relief, 12th Ed. (2017)
2. Mulla, Indian Contract & Specific Relief Act, 15th Ed. (2017)
3. Dr. R.K Bangia, Indian Contract Act, 15th Ed.

STATUTES:

1. The Indian Contract Act, 1872 (Act 9 of 1872)

2. The Specific Relief Act, 1963

3. Code of Civil Procedure, 1908

4. The Constitution of India, 1950

4
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

STATEMENT OF JURISDICTION
The Hon'ble High Court of Sennai has the power to try the instant matter under Section 9,
Section 15 of the Code of Civil Procedure, 1908.

Section 9 of the Code of Civil Procedure, 1908 reads:

The Court shall (subject to the provisions herein contained) have jurisdiction to try all suits of a
civil nature excepting suits of which their cognizance is either expressly or impliedly barred.

Section 15 of the Code of Civil Procedure, 1908 reads:

Every suit shall be instituted in the Court of the lowest grade competent to try it.

The Counsel for the DEFENDANT most respectfully submits to this jurisdiction of the
Hon’ble High Court.

5
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

STATEMENT OF FACTS

1. Hussain (defendant), a young and talented classical singer, has a deep passion for music,
particularly in the Trad-Pop genre, which is popular in Sindhia. He has dedicated over a
decade to honing his craft and has a loyal fan base of 20,000 Instagram followers. His
talent, dedication, and music have been widely appreciated.

2. Despite his talent and unique musical style, Hussain faced difficulties due to his financial
constraints and lack of connections in the music industry. Various music labels turned
him down repeatedly, leaving him with limited opportunities to showcase his talent.

3. SVS Entertainment Limited (plaintiff), a prominent Sindhian production house,

recognized Hussain’s potential after a viral video caught their attention. The Chief
Marketing Officer, Mr. Indravadhan Sarabhai, contacted Hussain, recognizing his
talent and passion for music.

4. After several discussions, Hussain and SVS Entertainment Limited entered into a
formal contract on 30.5.2021. The contract was a testament to Hussain’s growing
popularity and potential to become a significant artist in the music industry.

5. Owing to the skill and expertise in Trad-pop showcased through his YouTube videos led
to Hussain’s popularity being quadrupled, with his followers on social media
skyrocketing to 10 million by October 2021. The concerts held in August 2022 received
critical acclaim and commercial success, further establishing Hussain as a sensation in
the music industry.

6
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

6. A rival music label’s social media post hinted at a collaboration with Hussain for a world
tour, creating a frenzy among fans and organizers. While the post was deleted swiftly, it
added to Hussain’s allure.

7. Tragically, Hussain fell ill with a severe throat infection, contracted during his second
concert performance. His doctor advised a month of rest, which rendered him unable
to perform in the subsequent concerts of the tour. On 10.09.2023, he duly communicated
his inability to participate in the tour due to his medical condition.

8. Following Hussain’s announcement, he posted a video on Instagram expressing his

concerns about the exploitation of independent artists by the music industry. The post,
although deleted shortly after, sparked outrage among his loyal fans, who initiated an
online #boycott campaign against SVS Limited, blaming the production house for his
health condition.

9. The production house initiated a lawsuit against Hussain, seeking Rs. 25 crore in
damages for non-performance and the ensuing economic and reputational losses.
Additionally, they requested the court to compel specific performance of the contractual
obligations by Hussain.

10. Hussain’s legal representatives have argued that his refusal to perform was due to
reasons beyond his control. They also contend that the contract was grossly unfair and
unconscionable, that Hussain was induced under undue influence, and that the agreement
is legally unenforceable.

7
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

STATEMENT OF ISSUES

Issue 1: Whether there has been a Breach of Contract on the part of the Defendant?
1(a)- Whether Defendant’s refusal to perform in the remaining concerts was beyond his
control and sufficient to justify his non-performance?

Issue 2: Whether the Claim for Damages of Rs. 25 Crore is Justified?

2(a)- Whether Plaintiff can demonstrate that the non-performance by Hussain resulted in
economic and reputational losses amounting to Rs. 25 crore?

Issue 3: Whether Specific Performance of the Contract can be Compelled?

3(a)- Whether the contract between Defendant and Plaintiff contains any terms or provisions
that mandate specific performance, or if alternative remedies should be pursued?

8
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

SUMMARY OF ARGUMENTS

Issue 1: Whether there has been a Breach of Contract on the part of the Defendant?

It is humbly submitted before the Hon'ble High Court that there was no breach of contract, as per
Sec 56 of the Indian Contract Act, 1872, as the defendant's refusal to perform results from his
impossibility to perform the act. This situation constitutes the doctrine of frustration, as
highlighted in Sec 56 of the ICA. As per this doctrine, the contract became frustrated due to
unforeseen events, making performance impossible, and rendering the contract void. Therefore,
there was no breach of contract.

Issue 1(a): Whether Defendant's refusal to perform in the remaining concerts was beyond
his control and sufficient to justify his non-performance?

It is submitted before the court that, in accordance with Section 56 (Doctrine of Frustration) of
the Indian Contract Act, the unforeseen health condition Hussain encountered, which rendered
him unable to sing in the remaining concerts, qualifies as an event of frustration. Moreover, the
situation arose out of negligence on the plaintiff's part, who could not ensure adequate hygiene
during the second concert which resulted in the defendant contracting the infection.

Issue 2: Whether the Claim for Damages is Justified?

It is humbly submitted before the Hon'ble High Court that due to the doctrine of frustration as
per Section 56 of the ICA, the contract between the parties is rendered void. As a result, the
defendant, Hussain, is not liable to pay damages. Section 56 recognizes the impossibility of
performance due to unforeseen events beyond the control of the parties, which is precisely the
case here. Additionally, invoking Section 73 of the Indian Contract Act, it is crucial to emphasize
that any compensation claimed by SVS Entertainment Limited should be reasonable and directly
related to the actual losses suffered.

9
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

Issue 2(a): Whether Plaintiff can demonstrate that the non-performance by Hussain
resulted in economic and reputational losses amounting to Rs. 25 crore?

The claimed amount of Rs. 25 crore should be closely examined for its reasonableness and
proportionality. The statement made by the defendant, which triggered the #boycott campaign,
was too generic in nature and did not specifically target SVS Entertainment Limited. Therefore,
Hussain is not liable for any reputational damages caused by the actions of third parties. The
claimed amount of Rs. 25 crore is not justifiable in this regard, as it is excessive and not
proportionate to the actual losses incurred. Moreover, Section 67 of the Indian Contract Act
supports the position that when an agreement is discovered to be void, any person who has
received an advantage under such agreement is bound to restore it or make compensation for it.
Therefore, Hussain is only liable to pay a justified and proportional amount, not an arbitrary and
unsubstantiated sum.

Issue 3: Whether Specific Performance of the Contract can be Compelled?

It is humbly submitted that Section 10 of the Specific Relief Act, 1963, deals with the specific
performance of contracts. However, specific performance is generally not available for personal
service contracts, such as those in the entertainment industry, as it may infringe on an
individual's freedom and creativity. Therefore, it is not legally feasible in this case.

Issue 3(a): Whether the contract between the Defendant and the Plaintiff contains any
terms or provisions that mandate specific performance, or if alternative remedies should be
pursued?

Given that the contract has been rendered void under Section 56, it is legally unenforceable.
Specific performance, as a remedy, is typically available for valid and enforceable contracts.
Since the contract has been invalidated due to impossibility of performance, compelling specific
performance is neither feasible nor legally justifiable. The contract is void, and thus, specific
performance is not an available remedy under the circumstances.

10
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

ARGUMENTS ADVANCED

Issue 1: Whether there has been a Breach of Contract on the part of the Defendant?

1. Section 56 of the Indian Contract Act 1872 states:

Agreement to do impossible act.— An agreement to do an act impossible in itself is void.

Contract to do an act afterwards becoming impossible or unlawful. A contract to do an act
which, after the contract is made, becomes impossible, or, by reason of some event which the
promisor could not prevent, unlawful, becomes void when the act becomes impossible or
unlawful.1

2. The defendant cannot be held liable for Breach of Contract as the contract stands void
under the doctrine of frustration, as outlined in Section 56 of the Indian Contract Act, 1872.
Thus, Hussain should not be held in breach of the contract, as it has been legitimately frustrated
due to exceptional circumstances.

3. The unforeseen and uncontrollable event of severe throat infection caused by a virus he
contracted during his performance in the Second concert, made it difficult for him to speak even
a word, rendering it impossible for Hussain to perform in concerts as initially contracted. This
event was beyond his control and constitutes a valid reason for non-performance. In the case of
Robinson v Davison, the parties had entered into a contract for the pianist to perform on a
specific day, which was held to be frustrated when the pianist became too ill to perform. The
court held that the contract was frustrated due to the supervening illness that made its
performance impossible and discharged the parties from their contractual obligations.

4. In the case of Taylor v. Caldwell, the court held that if an event occurs that makes the
performance of a contract impossible, where both parties are not at fault, the contract may be
considered frustrated and therefore discharged.

1
Avtar Singh, Law of Contract and Specific Relief, 12th Ed. 2017.

11
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

1(a): Whether Defendant’s refusal to perform in the remaining concerts was beyond his
control and sufficient to justify his non-performance?

5. Hussain's refusal to perform in the remaining concerts due to a severe throat infection
should be considered beyond his control and justified under the doctrine of frustration and
Section 56 of the Indian Contract Act. The unforeseen and uncontrollable nature of his illness
makes it impossible for him to fulfil his contractual obligations, and the contract should be
deemed void as a result.

6. The defendant’s refusal to perform was primarily due to a severe throat infection, a
physical ailment that directly impacted his ability to sing and perform as contracted. This
unforeseen and uncontrollable event falls under the legal doctrine of frustration. In the case of
Satyabrata Ghose v. Mugneeram Bangur & Co., the court held that subsequent impossibility of
performance could discharge a contract under Section 56. The case involved a contract for the
sale of certain goods which were subsequently requisitioned by the government, making it
impossible for the seller to deliver the goods. The court ruled that the contract was frustrated due
to the supervening impossibility of performance caused by the government's action.

7. In Krell v. Henry, the plaintiff (Henry) had rented a room from the defendant (Krell) to
view the coronation procession of King Edward VII. The contract was specifically for the
purpose of having a room with a balcony to view the royal procession. Both parties were aware
of the significance of this event, and the contract was based on this specific purpose. The key
principle established in this case is that a contract may be frustrated and rendered void if its
primary purpose is affected, even if the contract itself is not impossible to perform. In other
words, frustration can occur when there is a "radical change of circumstances" that prevents the
contract from fulfilling its core objective.

8. Like in Krell v. Henry, the primary purpose of the contract between Hussain and SVS
Entertainment Limited was for Hussain to perform in a series of concerts. This was the core
objective of the contract, and it was well-known to both parties. Just as in Krell v. Henry, where
the illness of the King led to the postponement of the coronation procession, here, the unforeseen

12
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

circumstance is Hussain's severe throat infection. This medical condition rendered him unable to
perform in the concerts, and it was beyond his control.

9. Given the similarity in the frustration of the primary purpose in both cases, the doctrine
of frustration can be invoked to argue that the contract between Hussain and SVS Entertainment
Limited should be considered frustrated and therefore void. Hussain's severe throat infection was
a "radical change of circumstances" that prevented the contract from fulfilling its core objective.

13
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

Issue 2: Whether the Claim for Damages is Justified?

10. As previously established, Hussain's non-performance in the remaining concerts was

beyond his control due to severe throat infection. This condition rendered the contract void under
the doctrine of frustration, as outlined in Section 56 of the Indian Contract Act. The unforeseen
event of a severe throat infection made it impossible for Hussain to fulfil his contractual
obligations.

11. The plaintiff and the defendant were not Pari passu at the time of signing the contract.
Mr. Sarabhai, representing the plaintiff, possessed considerable financial resources and held a
superior position in the music industry. In contrast, Hussain lacked the same financial leverage
and industry connections. This power imbalance enabled the plaintiff in exploiting Hussain’s
vulnerability and making the contract terms highly unfavourable. The unequal bargaining power
between the parties further substantiates the claim.

12. The terms and conditions of the contract, especially the clauses granting the production
house a significant share of royalties and profits earned by the artist, indicate that the contract
may be unconscionable. This is reinforced by the fact that Mr. Sarabhai's conversations with
Hussain revealed an exploitative approach, capitalizing on the artist's dreams and vulnerabilities.
Unconscionability in contracts can render them voidable.

2(a): Whether the Plaintiff can demonstrate that the non-performance by Defendant
resulted in economic and reputational losses amounting to Rs. 25 crore?

13. Section 65 of the Indian Contract Act, 1982 reads:

Obligation of person who has received advantage under void agreement, or contract that
becomes void.—When an agreement is discovered to be void, or when a contract becomes void,
any person who has received any advantage under such agreement or contract is bound to
restore it, or to make compensation for it to the person from whom he received it. 2

2 Avtar Singh, Law of Contract and Specific Relief, 12th Ed. 2017.

14
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

14. The agreement between the parties originally stipulated compensation of Rs. 10 crore in
case of non-performance. There is a lack of justification for increasing this amount to Rs. 25
crore. Any deviation in the terms of the contract should be based on reasonable and justifiable
factors. The claim for Rs. 25 crore appears arbitrary and excessive. Section 65 of the Indian
Contract Act requires damages to be reasonable and directly connected to the breach. Arbitrary
sums should not be imposed.

15. The #boycott campaign and any resulting reputation damage should be attributed to SVS
Entertainment Limited's treatment of Hussain. Hussain wasn't directly responsible for the
campaign, and it can be argued that it was initiated due to the plaintiff's actions. This argument
invokes Section 73 of the Indian Contract Act, which states that damages must arise naturally
from the breach of the contract. In this case, reputation damage may not be a direct result of
Hussain's non-performance but rather a consequence of the plaintiff's actions.

16. Section 56 of the Indian Contract Act renders a contract void if it becomes impossible to
perform. Hussain's non-performance was due to a severe throat infection, which can be
considered a valid reason for impossibility of performance.

17. The defendant duly informed the plaintiff well in advance about his unavailability and
inability to perform due to a certified medical condition. He presented medical advice
recommending one month of rest. Given this proactive communication, the defendant
demonstrated a responsible approach to mitigate the damages. This further questions the
justification for the substantial claim by the plaintiff, as Hussain acted in a manner consistent
with mitigating potential losses.

15
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

Issue 3: Whether Specific Performance of the Contract can be Compelled?

18. Section 10 of The Specific Relief Act, 1963 reads:

Cases in which specific performance of contracts connected with trusts enforceable.—Except as

otherwise provided in this Act, the specific performance of any contract may, in the discretion of
the court, be enforced when the act agreed to be done is in the performance wholly or partly of a
trust.3

19. Section 10 of the Specific Relief Act, 1963, deals with specific performance of contracts.
Specific performance is generally not an available remedy for personal service contracts, which
includes those in the entertainment industry. Contracts in the entertainment industry often
involve personal skills, creativity, and individual freedom. Forcing specific performance in such
contracts may infringe on an individual's right to exercise their creative abilities and personal
choices. Given the nature of personal service contracts, compelling specific performance may not
be legally feasible.

20. Termination/Discharge of Contract Termination by Frustration/Impossibility Allocation

of risk Extent to which risk of unforeseen circumstances undertaken "As is where is" and/or
"liable to obtain all clearances" - Meaning and import of - Held, the same do not extend to a
party agreeing to commencement of activity prohibited by law.4

21. To order specific performance of contract is based on the existence of a valid and
enforceable contract - Where a valid and enforceable contract has not been made, the court will
not make a contract for them - Specific performance will not be ordered if the contract itself
suffers from some defect which makes the contract invalid or unenforceable.5

3
Avtar Singh, Law of Contract and Specific Relief, 12th Ed. 2017.

4
DDA v. Kenneth Builders & Developers, (2016) 13 SCC 561
5
Satish Kumar v. Karan Singh, (2016) 4 SCC 352
16
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

3(a): Whether the contract between Hussain and SVS Entertainment Limited contains any
terms or provisions that mandate specific performance, or if alternative remedies should be
pursued?

22. Given that the contract has been rendered void under Section 56, it is legally
unenforceable. Specific performance, as a remedy, is typically available for valid and
enforceable contracts. Since the contract has been invalidated due to impossibility of
performance, compelling specific performance is neither feasible nor legally justifiable. The
contract is void, and thus, specific performance is not an available remedy under the
circumstances.

17
FRESHERS’ INDUCTION MOOT 2023, CAMPUS LAW CENTRE | COUNSEL APPEARING ON BEHALF OF DEFENDANT

PRAYER

In light of the issue raised, arguments advanced, authorities cited and the pleadings made
before this Hon’ble Court, the DEFENDANT respectfully prays that the contract
between the two parties be declared void.

The Hon’ble Court may pass any other or further such order as it may
deem fit and proper in thefacts and circumstances of the present case.

Signed

s/d Counsel for the DEFENDANT

18