Courts Cannot Reinterpret Contracts in Section 34 Pleas: Bombay HC Upholds Rs. 30.45 Lakh Arbitral Award in Favour of Ultra Media

The Bombay High Court has refused to interfere with an arbitral award directing a television broadcaster to pay over Rs. 30 lakh towards unpaid license fees for the telecast rights of the TV serial “Jai Hanuman”, reiterating that courts exercising jurisdiction under Section 34 of the Arbitration and Conciliation Act, 1996 cannot reappreciate evidence or reinterpret contractual clauses merely because another view may be possible.

A Single Judge bench of Justice Gauri Godse dismissed a petition filed by Polimer Media Pvt. Ltd. challenging an arbitral award passed in favour of Ultra Media and Entertainment Pvt. Ltd., holding that the findings of the sole arbitrator were based on a plausible interpretation of the contract and did not fall within the narrow grounds available for interference under Section 34 of the Arbitration Act.

The Court concluded that the arbitral award directing payment of Rs. 30,45,000 with interest towards license fees for television broadcast rights did not suffer from perversity, patent illegality, or conflict with public policy.

The dispute arose from a license agreement dated 05.12.2019 under which Ultra Media granted Polimer Media the right to broadcast 350 episodes of the television serial “Jai Hanuman” on the latter’s channel, Polimer TV.

The agreement fixed the license fee at Rs. 10,500 per episode, making the total consideration Rs. 36,75,000 for all 350 episodes.

While the first 60 episodes were delivered, telecast and paid for, the dispute concerned the remaining episodes after Polimer Media discontinued the broadcast citing declining viewership and poor TRP ratings.

Ultra Media issued a legal notice demanding payment of the balance license fee of Rs. 30,45,000.

When the demand remained unpaid, arbitration proceedings were initiated.

The sole arbitrator held that Ultra Media had been ready and willing to perform its contractual obligations and that Polimer Media was liable to pay the license fees under the terms of the agreement, even though it chose not to telecast the remaining episodes.

Before the High Court, Polimer Media argued that the arbitrator had misinterpreted the terms of the contract and granted payment for episodes that were neither delivered nor telecast. It was contended that the agreement provided for payment at the rate of Rs. 10,500 per episode actually telecast and that the contract automatically terminated upon default in payment.

The petitioner further argued that the respondent had failed to establish any loss or damages and therefore could not claim the entire license fee.

The broadcaster also relied on contractual clauses dealing with automatic termination and reversion of rights, arguing that upon default the licensor was free to license the serial to third parties, thereby negating any claim for damages or full license fees.

Rejecting these arguments, the High Court held that the sole arbitrator had undertaken a detailed examination of the contractual provisions and correctly interpreted the agreement as a whole. The Court noted that the arbitrator had specifically considered clauses relating to payment, delivery of episodes and termination before concluding that the entire license fee for 350 episodes formed the essence of the contract.

The judgment records that the agreement expressly provided that the entire consideration for the series was payable under the contract and that instalment payments were merely a facility granted to the broadcaster at its request.

"The payment terms are in clause no. 8. Clause 8(i) decides the entire consideration for Rs. 36,75,000/- for 350 episodes at a fixed fee at Rs. 10,500 per episode. Clause 8(ii) records that, as per the licensee’s request, that is the petitioner’s request, the licensor, that is the respondent, has given the licensee(petitioner) the facility to pay the license fee in parts. Clause 8(iii) records the agreement and confirmation of the licensee(petitioner) that the entire license fee is due and payable against the agreement, which is the essence of the agreement", the Court observed under Para 18 of the judgment.

The bench also upheld the arbitrator’s finding that accepting the petitioner’s interpretation, that payment was due only for episodes actually telecast, would render significant portions of the agreement “otiose and meaningless.”

It was furthermore noted that the arbitrator had correctly read the agreement in its entirety and concluded that the broadcaster was obligated to pay the license fee for the entire series once the agreement was executed; that the obligation to deliver episodes was conditional upon payment of instalments and that the respondent had been ready and willing to perform its obligations.

Emphasising the limited scope of judicial interference under Section 34, the Court reiterated that arbitral awards cannot be set aside merely because a different interpretation of contractual clauses is possible.

Placing reliance on Top Court precedents, the Court also emphasised that arbitral awards should not be interfered with “in a casual and cavalier manner,” and that the mandate of Section 34 is to respect the finality of arbitral awards and party autonomy in choosing arbitration as a dispute resolution mechanism.

The Court reiterated that a finding would amount to perversity or patent illegality only if it was based on no evidence, ignored vital evidence, or involved an interpretation of the contract that was not even a possible view. In the present case, the arbitrator had considered the entire evidence on record and interpreted the contract by reading all its clauses harmoniously.

Since the view taken by the arbitrator was a plausible one based on the terms of the agreement and the evidence presented, the High Court held that none of the grounds under Section 34 of the Arbitration and Conciliation Act were attracted.

Accordingly, the Court dismissed the petition challenging the arbitral award.

Advs. Akshay Doctor, Priyanka Dadpe, Aagam Doshi for the Petitioner; Advs. Rashmin Khandekar, Pranav Nair, Jyoti Ghag, Shailesh Prajapati, Ankit Singhal Dua Associates for Respondent; Arbitrator: Mikhail Behl

Case Title: Polimer Media Pvt Ltd v. Ultra Media and Entertainment Pvt Ltd

Bench: Justice Gauri Godse

Date of Judgment: 05.03.2026