Judicial Recognition of Tripartite Settlements and Third‑Party Financing in Post‑Award Section 9 Arbitration Proceedings: A Commentary on Eros International Media Ltd v. 14 Reels Entertainment Pvt Ltd (Madras High Court, 10 December 2025)
1. Introduction
This common order of the Madras High Court in OA Nos. 997 & 998 of 2025 and Arb. Appln. Nos. 1374 & 1388 of 2025 (Eros International Media Limited v. 14 Reels Entertainment Private Limited & Ors.) is, on its face, a consent order recording a settlement. However, it is significant for how it:
- Uses Section 9(1)(d) of the Arbitration and Conciliation Act, 1996 as a flexible tool not only to grant interim protection but to facilitate and embody a tripartite one‑time settlement (OTS) between an award‑holder, an award‑debtor, and a third‑party financier.
- Demonstrates the Court’s willingness to:
- Implead a non‑party financier (Mango Mass Media Pvt Ltd) into Section 9 proceedings;
- Convert a complex commercial arrangement involving film rights, a prior arbitral award, and cheque‑bounce (NI Act) proceedings into an enforceable court‑recorded compromise; and
- Vacate an existing film‑release injunction (granted by a Division Bench) upon partial satisfaction under the settlement, thereby enabling the release of the film “Akhanda II”.
From a purely doctrinal standpoint, the order does not expound new black‑letter law. Its importance lies in the practical precedent it sets in entertainment‑industry disputes and arbitration practice:
- Section 9 proceedings can be an effective platform to negotiate and crystallise complex commercial settlements, even post‑award.
- Court‑recorded settlements can re‑structure rights over valuable IP (films) and future projects while resolving an existing arbitral award.
2. Factual and Procedural Background
2.1 Parties
- Applicant (First Party in Settlement):
Eros International Media Limited – a well‑known media and film distribution company with offices in Mumbai and Chennai. - Respondent No. 1 (Second Party in Settlement):
14 Reels Entertainment Private Limited – a film production house based in Hyderabad. - Respondent No. 2:
14 Reels Plus LLP – an associated entity linked to the same promoter group. - Respondent No. 3 (Third Party in Settlement):
Mango Mass Media Private Limited – a separate entity based in Hyderabad; later impleaded as a financier to enable settlement.
2.2 Underlying disputes
The core dispute arose out of:
- a Film Distribution Agreement dated 20.12.2013,
- an Assignment Agreement dated 17.10.2015, and
- an Agreement‑cum‑Undertaking also dated 17.10.2015.
These contracts eventually led to an arbitral award dated 23.07.2019 in favour of Eros, for:
- ₹ 27,70,97,298/- (₹ 27.7097 crore), plus
- interest @ 14% p.a. from the date of award until payment.
Eros, as award‑holder, sought to secure satisfaction of this award. According to the Settlement Agreement text, Eros had a lien over a slate of films produced by 14 Reels (Annexure‑1 lists eight films such as Dookudu, 1 Nenokkadine, Legend, etc.).
2.3 Section 9 proceedings and relief sought
In 2025, Eros invoked Section 9(1)(d) of the Arbitration and Conciliation Act, 1996, filing:
- OA No. 997 of 2025 – seeking an interim injunction restraining Respondents from:
- creating any third‑party rights, encumbrances, or alienating any assets relating to the film “Akhanda II”, including theatrical, digital, satellite, music and overseas rights,
- until the arbitral award amount and interest were paid in full by Respondent No. 1.
- OA No. 998 of 2025 – seeking an interim injunction restraining Respondents from:
- releasing, distributing, exhibiting, broadcasting, streaming, or otherwise commercially exploiting “Akhanda II” in any medium,
- again, until full satisfaction of the arbitral award with interest.
Essentially, Eros attempted to leverage the impending release of “Akhanda II” as security to obtain payment of its award: no transfer of rights, no release, until payment.
2.4 Initial dismissal and appeal
The procedural trajectory was as follows:
- 30.10.2025 – Dismissal by Single Judge
The Original Applications (and connected applications) were dismissed on the ground of “maintainability” and merits were not fully adjudicated. - Appeals in OSA(CAD) Nos. 118, 119, 135 & 136 of 2025
Eros appealed to a Division Bench of the Madras High Court. - 03.12.2025 – Division Bench order
The Division Bench:- Set aside the dismissal order dated 30.10.2025;
- Remitted the matter to the Single Judge (Justice N. Anand Venkatesh) to adjudicate on merits;
- Granted interim injunction in CMP No. 29782 of 2025, in the same terms as sought, to operate:
- till the matter was taken up for fresh hearing by the Single Judge; and
- leaving it open to the Single Judge, after commencement of hearing, to extend/modify/vacate the interim relief on merits.
Thus, at the time the matter stood remitted, there was an operative Division Bench‑granted injunction effectively freezing exploitation of “Akhanda II”.
2.5 Settlement after remand and involvement of third‑party financier
After remand:
- The parties opted to compromise rather than proceed with contested Section 9 arguments.
- Mango Mass Media Pvt Ltd (later impleaded as Respondent No. 3) came forward as a financier to buy film rights from 14 Reels, enabling cash‑flow to fund settlement.
- Mango Mass Media filed A.Nos. 1388 & 1374 of 2025 to be impleaded; these impleadment applications were allowed.
On 10.12.2025, the Court recorded:
- the presence of authorised representatives of Eros, 14 Reels (R2), and Mango (R3);
- the filing and presentation of a Settlement Agreement dated 08.12.2025; and
- a separate Joint Memo of Compromise between Eros and 14 Reels Entertainment Pvt Ltd (R1).
3. Summary of the Judgment
The Single Judge’s common order does the following:
- Notes the Division Bench remand and the interim injunction operating until fresh hearing.
- Records the tripartite Settlement Agreement (08.12.2025) between:
- Eros International Media Ltd (First Party),
- 14 Reels Entertainment Pvt Ltd (Second Party), and
- Mango Mass Media Pvt Ltd (Third Party).
- Extracts key clauses of the Settlement Agreement, including:
- One‑time settlement (OTS) of ₹ 10 crore by 14 Reels to Eros;
- Third‑party purchase of film rights (Annexure‑1 films) for ₹ 5 crore paid directly to Eros;
- Payment schedule for the remaining ₹ 5 crore by 14 Reels within 9+3 months;
- Security cheque of ₹ 10 crore dated 08.12.2026 as penalty/default security;
- Complete release of lien/charge over films and no‑objection certificate on full payment;
- Negative covenant restraining 14 Reels from releasing new films in a default scenario until liabilities are cleared; and
- Eros’s commitment not to interfere with release or exploitation of “Akhanda II” in perpetuity.
- Notes the Joint Memo of Compromise between Eros and 14 Reels (R1), which:
- captures the terms of settlement; and
- specifically records that Eros gives up any remaining claims/contentions/rights in other forums, including proceedings before the High Court of Hyderabad.
- Disposes of all pending applications (OA 997, OA 998, Arb Appln 1374, Arb Appln 1388) in terms of the Settlement Agreement, expressly directing that:
“the terms of the Agreement shall form part of this order.”
- Vacates the interim injunction granted by the Division Bench, after:
- recording that the part‑settlement amount of ₹ 5 crore has been transferred to Eros’s bank account by RTGS, and
- noting the contractual undertaking by Eros to withdraw pending proceedings upon such part‑payment.
- Permits the release of the film “Akhanda II” by the second respondent, explicitly lifting the embargo that had been in place.
- Records that a cheque of ₹ 10 crore has been handed over in Court as security for the settlement terms.
- Closes all connected applications without costs.
The ultimate effect is that the Section 9 proceedings, once contentious, are transformed into a judicially recognised, enforceable compromise with detailed commercial terms binding on all three parties.
4. Detailed Analysis
4.1 Nature of the Section 9 relief and its strategic use
Eros’s Section 9 applications are classic examples of an award‑holder seeking interim protection to secure satisfaction of an arbitral award. The specific strategy was:
- Target a valuable upcoming asset: “Akhanda II”, presumably a large‑budget or high‑profile film.
- Seek orders restraining:
- creation of third‑party rights in this film’s IP (theatrical, satellite, digital, music, overseas rights); and
- any exploitation or release of the film.
- Make the lifting of these restraints conditional on full payment of the arbitral award plus interest.
Under Section 9(1)(d), the court may grant interim measures “for interim injunction or the appointment of a receiver” and, more broadly under Section 9(1)(ii), to secure the amount in dispute or protect the subject‑matter of arbitration. In line with the Supreme Court’s jurisprudence (e.g., Sundaram Finance Ltd v. NEPC India Ltd, Adhunik Steels Ltd v. Orissa Manganese), such relief is equitable and discretionary, usually guided by:
- Prima facie case in favour of the applicant;
- Balance of convenience in granting the injunction; and
- Risk of irreparable harm or dissipation of assets if relief is denied.
Here, instead of delivering a reasoned order on those parameters, the Single Judge’s order – after remand – records that parties themselves reshaped the risk‑allocation by settlement. This is, in practice, an entirely valid and often preferred mode of disposal in arbitration‑connected proceedings.
4.2 The Division Bench order as an internal “precedent” in the litigation
While the final order does not cite reported case law, it does explicitly rely on and refer to the Division Bench order dated 03.12.2025, which:
- Held that the earlier dismissal of the Section 9 applications on maintainability grounds was erroneous or at least premature.
- Directed a remand for adjudication on merits by the Single Judge.
- Granted an interim injunction in CMP No. 29782 of 2025 in favour of Eros, to subsist:
- until the Single Judge took up the matter for fresh hearing; and
- subject thereafter to the Single Judge’s decision to continue, modify, or vacate the injunction.
The Single Judge’s authority to vacate that injunction upon partial settlement flows directly from the Division Bench’s formulation. Paragraph 11 of the present order explicitly ties the vacating of the injunction to:
- the commencement of hearing on remand, and
- the payment of ₹ 5 crore (part settlement) as evidenced by RTGS into the applicant’s account.
Thus, procedurally, the Division Bench order furnishes the jurisdictional bridge by which an interim protection granted at the appellate stage is discharged by the trial (original) court in light of changed circumstances.
4.3 Tripartite Settlement Agreement: structure and legal implications
4.3.1 One‑Time Settlement (OTS) of award claims
The Settlement Agreement dated 08.12.2025 provides for:
- Total OTS amount: ₹ 10,00,00,000/- (₹ 10 crore) to be paid to Eros, as:
- ₹ 5 crore paid by the Third Party (Mango Mass Media) directly to Eros by 09.12.2025; and
- ₹ 5 crore to be paid by the Second Party (14 Reels Entertainment Pvt Ltd) within 9 months (on or before 08.09.2026), extendable by another 3 months.
- This amount is in “full and final settlement” of:
- the disputes arising from the three underlying agreements; and
- the Arbitral Award dated 23.07.2019, including Eros’s lien over certain films.
Doctrinally, this constitutes a novation or compromise of the award debt: instead of pursuing the full arbitral award plus 14% interest, Eros accepts ₹ 10 crore (with defined consequences of default) as the crystallised figure.
4.3.2 Monetisation of encumbered film rights via third‑party purchase
A particularly noteworthy aspect is the third‑party monetisation of film assets subject to lien:
- Annexure‑1 lists eight films (e.g. Dookudu, 1 Nenokkadine, Legend, Aagadu, etc.), originally produced by 14 Reels but encumbered in favour of Eros by way of “lien” until award dues were cleared.
- The Second Party (14 Reels) offers to sell rights in these films to the Third Party (Mango).
- The Third Party agrees to purchase these film rights for ₹ 5 crore, not paid to 14 Reels but directly to Eros, thereby:
- partially satisfying the OTS amount; and
- enabling release of Eros’s encumbrance on the films.
- On “receipt of the amount of ₹ 5 crore”, the First Party (Eros) agrees to:
- release the lien and hand over title documents of the movies; and
- together with the Second Party, transfer all rights in those movies to the Third Party in an “unencumbered manner”.
This reflects a structured asset sale where a third party injects liquidity, effectively stepping into the shoes of the award‑debtor for certain IP assets, in order to unlock funds for satisfying the award. The Court, by making the Settlement Agreement part of its order, gives judicial backing to this re‑allocation of rights.
4.3.3 Default mechanism: crystallisation and security cheque
The default mechanism in Clause 6 is complex and somewhat internally inconsistent, but the essential points are:
- Time is of the essence. If 14 Reels:
- fails to pay the remaining ₹ 5 crore by 08.09.2026 (plus an additional 3 months at most),
- then it becomes “unconditionally liable without any limitation to fully settle the entire outstanding amounts as per the arbitral award dated 23.07.2019.”
- Despite this language, the parties further “agree that the net outstanding default amount, will stand crystallised at ₹ 10 crore as on 08.12.2026,” with interest at 18% p.a. on any delay beyond that date.
- To secure this, 14 Reels issues a post‑dated cheque for ₹ 10 crore dated 08.12.2026 (drawn on IDBI Bank, Banjara Hills, Hyderabad) in favour of Eros.
- This cheque is described as “security, for the agreed penalty amount, in the unlikely event of there being a default.”
- If the entire OTS sum of ₹ 10 crore is paid by 08.12.2026, the cheque is to be returned and treated as void.
From a legal standpoint:
- The cheque forms a security instrument that could independently ground a prosecution under Section 138 of the Negotiable Instruments Act, 1881 if dishonoured, although:
- the parties also agree to withdraw a pending NI Act prosecution as part of the settlement;
- future prosecution would likely depend on whether a separate default arises post‑settlement.
- The reference to “full settlement of entire outstanding amounts as per arbitral award” alongside crystallisation at ₹ 10 crore is conceptually muddled, but, in practice, what matters is the contractual compromise figure jointly agreed and now judicially recorded.
4.3.4 Negative covenant and “exclusive charge” over future films
Clause 8 is particularly striking:
- In the event of default in payment under the settlement:
- 14 Reels and/or its affiliates/group concerns shall not release any further film until the amounts due under the agreement are fully cleared; and
- Eros shall have an “exclusive charge over any / all of the films belonging to the Second Party and its group concerns / affiliates” until full payment.
Legally, this is:
- A combination of a negative covenant (restriction on releasing films) and
- A form of floating charge or contractual security interest over present and future films.
By incorporating the Settlement Agreement into its order, the Court effectively gives this arrangement a judicial imprimatur, though:
- Any real‑world enforceability against subsequent bona fide third‑party purchasers of film rights may still depend on proper registration and notice under company law, IP law and contract law.
- For the parties themselves, however, breach of this clause could justify further Section 9 applications, contempt proceedings, or damages claims.
4.3.5 Global quietus: waiver of claims and future non‑interference
The combination of:
- Clause 7 (withdrawal of all cases in Madras High Court and NI Act case),
- the Joint Memo of Compromise (giving up claims in other forums, including the High Court of Hyderabad), and
- Clauses 9–11 (no further claims after full OTS payment; no claims against 14 Reels Plus LLP or its promoters; non‑interference with “Akhanda II” release in perpetuity),
collectively operate as a global discharge and waiver of all claims arising out of the original agreements and award, upon full performance of the settlement.
This is a typical “global release” clause but is particularly important here because:
- The Court order explicitly recognises:
- that these terms form part of the judicial order, and
- that Eros agrees to non‑interference with the exploitation of “Akhanda II” in perpetuity.
In future, if Eros were to seek fresh injunctive relief against “Akhanda II” or new films of 14 Reels based on the same disputes, this judicially recorded undertaking would be a powerful estoppel.
4.4 Court’s legal reasoning: limited but important
Because the matter is disposed of on settlement, the order contains minimal explicit legal reasoning. However, several implicit principles emerge:
- Section 9 as a procedural platform for settlement
The Court recognises that:- Once parties have reached a voluntary settlement in an arbitration‑related matter,
- the appropriate course is to dispose of the Section 9 applications in terms of that settlement, rather than insisting on a merits‑based ruling on interim relief.
“all these applications can be disposed of in terms of the Settlement Agreement dated 08.12.2025 and that the said Settlement Agreement can be made part of this order.”
- Power to incorporate settlement terms into the court’s order
By declaring that the Settlement Agreement shall form part of the order, the Court:- gives the compromise the status of a court‑recorded settlement, enforceable like an order of the Court;
- effectively applies the spirit of Order XXIII Rule 3 CPC (compromise of suits) to arbitration applications.
- Authority to vacate an appellate interim injunction
The Division Bench’s order expressly left it to the Single Judge to:“consider granting of extension of interim relief or pass any other appropriate orders, as the case may be, on merits.”
After noting that:- the matter has now been taken up for fresh hearing, and
- ₹ 5 crore has actually been received as part settlement,
- vacate the interim injunction, and
- permit the release of the movie “Akhanda II”.
- Impleadment of third‑party financier in Section 9 proceedings
The Court had already allowed Mango Mass Media’s impleading as 3rd respondent. Even though Mango was not a party to the original arbitration agreements, its presence was justified because:- it was acquiring rights in the very films over which Eros had a lien; and
- it was funding the OTS by paying ₹ 5 crore directly to Eros.
- Recognition of cross‑forum and criminal‑civil settlement
The Court explicitly records that:- the Joint Memo of Compromise also covers claims and contentions pending in other forums, including the Hyderabad High Court; and
- the First Party will withdraw its NI Act Section 138 case pursuant to settlement.
4.5 Impact and significance
4.5.1 On arbitration practice and Section 9 jurisdiction
This decision underscores several trends in Indian arbitration jurisprudence:
- Post‑award Section 9 relief remains potent.
Despite the greater emphasis post‑2015 amendments on Section 17 (tribunal‑ordered interim measures), award‑holders still effectively use Section 9 to secure enforcement prospects, particularly in asset‑rich industries like film and media. - Section 9 as a negotiation lever.
The drastic nature of relief sought (blocking the release and monetisation of a major film) afforded Eros, facilitating an OTS that: - substitutes the full arbitral award plus 14% interest with a negotiated ₹ 10 crore; and
- secures part‑payment from a new financier.
- Court‑recorded settlements as enforcement instruments.
By making the Settlement Agreement part of the order, the Court ensures:- non‑compliance with critical terms (e.g., non‑release of “Akhanda II” despite contractual permission; failure to honour negative covenants) can potentially be pursued via execution or contempt, in addition to ordinary contractual suits; and
- the OTS becomes judicially endorsed commercial restructuring of the arbitral liability.
4.5.2 On film and entertainment industry disputes
The case is particularly instructive for the film industry:
- Leverage of film release as security.
Award‑creditors may:- seek injunctions against the release/exploitation of high‑value upcoming films,
- thereby prompting producers to settle or arrange financing to clear past dues.
- Third‑party financiers as dispute‑resolution catalysts.
Entities like Mango Mass Media can:- purchase rights to existing films that are encumbered as security,
- use the purchase price to fund an OTS,
- acquire clean, unencumbered rights by virtue of the Court‑recorded settlement.
- structured “distressed asset” financing in film IP; and
- the development of a more sophisticated secondary market for film rights.
- Prospective encumbrances on future films.
Clause 8’s “exclusive charge” over all films of 14 Reels and its affiliates in the event of default highlights a growing trend where:- creditors demand security not only over existing projects but over the entire future slate of a production house; and
- courts, by recording such terms, tacitly endorse such comprehensive encumbrances, subject to compliance with other legal regimes.
4.5.3 On multi‑forum and hybrid (civil–criminal) disputes
The settlement’s scope, extending to:
- arbitration‑related interim measures (Section 9),
- NI Act cheque‑bounce proceedings, and
- parallel litigation in another High Court,
shows the increasing tendency to:
- negotiate global resolutions that:
- discharge civil liabilities,
- address criminal complaints (through withdrawal or compounding), and
- terminate multiple parallel proceedings.
- Use a single court proceeding (here, a Section 9 application) as the anchor forum to memorialise and judicially recognise such comprehensive settlements.
5. Complex Concepts Simplified
5.1 What is Section 9 of the Arbitration and Conciliation Act, 1996?
Section 9 allows parties to an arbitration agreement to approach a court for interim measures of protection, such as:
- Freezing or preserving assets;
- Interim injunctions stopping certain actions (e.g., releasing a film, transferring property);
- Securing the amount in dispute; or
- Protecting the subject‑matter of the arbitration.
These orders:
- Can be sought before, during, or post‑award (but before enforcement) of the arbitration;
- Are meant to preserve the efficacy of the eventual arbitral process or award; and
- Are discretionary and equitable – the court weighs fairness, risk, and practical consequences.
5.2 What is an “interim injunction” and “third‑party rights” in the context of a film?
- Interim injunction: a temporary court order that directs a party:
- to do something, or
- to refrain from doing something,
- Third‑party rights in a film: rights granted by the producer or IP owner to others, such as:
- theatrical exhibitors (cinemas),
- satellite TV channels,
- OTT/digital platforms,
- music labels,
- overseas distributors.
5.3 What is a “lien” over films?
A lien is a legal right to retain possession or control of property until a debt is paid. In the film context:
- A distributor or financier may have a lien over film negatives, digital masters, or exploitation rights;
- That lien secures repayment of funds advanced (e.g., minimum guarantees, loans, or revenue shares).
In this case, Eros had a lien over a basket of films produced by 14 Reels, which it agreed to release upon receiving part of the OTS amount.
5.4 Joint Memo of Compromise
A Joint Memo of Compromise is a document filed jointly by parties in a court proceeding, setting out:
- the terms on which they have settled their dispute;
- their request that the Court dispose of the case in line with that settlement; and
- any undertakings or waivers they agree to.
Once the Court accepts and records this memo, the compromise becomes part of the judicial record and is usually treated as binding and enforceable.
5.5 Negative covenants and “exclusive charge”
- Negative covenant: a contractual promise not to do something – for example:
- not to release any further films until a debt is cleared.
- Exclusive charge: in simple terms, a contractual arrangement where one creditor is given:
- a priority claim over specified assets (here, all films of 14 Reels and its affiliates) in case of default.
Though the term “charge” has technical meanings in company law and property law (with registration requirements), in a settlement agreement recorded by a court, it signals that:
- the parties agree that these assets will be available to satisfy the creditor’s claim if there is a default.
6. Conclusion and Key Takeaways
The Madras High Court’s order in Eros International Media Ltd v. 14 Reels Entertainment Pvt Ltd & Ors. is less about doctrinal innovation and more about pragmatic judicial facilitation of commercial settlement in a high‑stakes arbitration context.
Key takeaways include:
- Section 9 as a settlement forum: Section 9 proceedings can mature into a natural platform for global settlements, especially where powerful interim measures (like blocking film release) incentivise negotiation.
- Tripartite settlements are judicially recognised: The Court comfortably records a tripartite commercial arrangement among an award‑holder, an award‑debtor, and a third‑party financier, giving it enforceable effect by incorporating it into the order.
- Third‑party financiers can be impleaded in arbitration‑related proceedings: Where the rights of non‑party financiers are inextricably linked to the subject‑matter of interim relief (here, film rights), courts are willing to implead them and bind them to the settlement.
- Interim injunctions are deliberately temporary and conditional: The Division Bench’s film‑release injunction persists only until it is revisited by the Single Judge. Once part‑settlement occurs (₹ 5 crore received), the Single Judge sensibly vacates the injunction and allows release of “Akhanda II”.
- Courts will enforce global quietus: By accepting that Eros gives up claims in other forums and undertakes not to interfere with “Akhanda II” exploitation in perpetuity, the Court helps achieve a comprehensive and final closure to a multi‑dimensional dispute.
For future cases, this decision stands as a practical precedent illustrating how:
- arbitration‑related interim jurisdiction can be harnessed to structure complex settlements involving IP, future business, and third‑party financiers; and
- courts, rather than simply adjudicating interim relief, can play a constructive role in stabilising commercial relationships post‑dispute by endorsing well‑crafted compromises.
Comments