The Delhi High Court on Tuesday refused to restrain former WION editor Palki Sharma Upadhyay from joining Network18. The anchor was taken to court by her previous employer, Zee Media Corporation Limited.
Zee Media went to court against the anchor in October, nearly a month after she left the network for greener pastures as a managing editor at Network18.
According to Bar and Bench, the court also recorded an undertaking by Upadhyay’s counsel that “she will not divulge any sensitive or confidential information that she may have been privy to during her engagement with the Zee to any third party”.
Zee had given the court a long list of its grouses against Upadhyay. Its suit sought two permanent injunctions against her. First, to prevent her moving on to the rival network owned by billionaire industrialist Mukesh Ambani until June 2023. Second, to restrain her from divulging any confidential and proprietary Zee information to her new employers.
The network also wanted damages worth Rs 2 crore as well as a declaration from Upadhyay that she had breached the terms of her Zee contract and notice period policy. Moreover, it asked the court to direct the journalist to work for Zee until December this year.
The rumblings in September
Upadhyay joined WION, Zee network’s English news channel, in 2017 as associate editor and became its managing editor in April 2022. A Zee internal performance review accessed by Newslaundry rated her as a “top talent”. Five months later, she was gone. Upadhyay had previously worked for ITV and Network18.
On the evening of September 2, the anchor uploaded her resignation letter on Darwin Box, Zee’s internal employee portal. According to the network’s notice period policy, she had to serve a notice period of 90 days. But her resignation email, seen by Newslaundry, put the “requested relieving date” a little more than three weeks later – September 26, 2022.
Three days later, Upadhyay announced her exit on Twitter. “After five and a half years at WION, I’m moving on,” she tweeted. “Still in transition and overwhelmed by all your messages and best wishes. Can’t wait to share details of the new project!”
According to Zee Media’s suit, accessed by Newslaundry, on the day she made her exit public, Upadhyay met Zee’s chief human resource officer Ruchira Srivastava, WION chief business officer Madhu Soman and the network’s lawyers to discuss her exit. In that meeting, the suit says, the Zee HR told Upadhyay about her notice period, terms of confidentiality, and the non-compete clause in her appointment letter.
“It is pertinent to mention,” the suit adds, “that the defendant during the meeting was also advised that these terms were open for negotiation to ensure smooth and amicable separation owing to her position in WION channel.”
‘It’s unfortunate that things have come to such a pass’
The separation was far from smooth and amicable. Two days after the meeting, Upadhyay shot off an angry email to Zee HR.
“Our conversation on Monday afternoon regarding the terms of my exit left me shocked and pained,” she wrote in the email, which was seen by Newslaundry. “While I came to the meeting hoping for an amicable discussion, you and Madhu came with a lawyer. I felt intimidated and harassed. After the meeting, there was negativity and hostility towards me. This is extremely unfortunate in an organisation I’ve been so deeply and sincerely invested in.”
The meeting had left her “hurt and disturbed” and “not in a position to work in WION any further”, Upadhyay said, adding, “Kindly treat this as my resignation with immediate effect and accept the same.”
She also asked the HR to clear her “statutory dues” like provident fund and gratuity, and offered to “surrender two months’ basic pay in lieu of notice” that could be adjusted against her “leave entitlement and the amounts payable to me”.
The HR wrote back shortly after midnight. In a long email, Srivastava told the anchor that she found her email “extremely disappointing and highly shocking”.
“While vehemently denying all the false and baseless allegations contained in your email, I would like to reiterate that Madhu and I welcomed you to a discussion with zero malafide,” Srivastava wrote. “I know it’s a cliched term, you were part of the family, and it’s unfortunate that things have come to such a pass.”
It was indeed unfortunate, because while Upadhyay might have been family at Zee, Srivastava’s email was beginning to read like a warning. “You are in possession of multiple confidential information of the company,” she explained, “including but not limited to planning and strategy of the channel for the upcoming months along with story ideas, future publication and programmes, events, line-ups and financials and budget. Your failure to follow the company’s protocol and procedure, shall amount to breach of your appointment terms.”
Srivastava told Upadhyay that Zee was not going to accept her resignation. The anchor would have to serve a three-month notice period and was advised “strict adherence to the terms of your employment with respect to confidentiality, non-compete…and non-solicitation.”
Then came the threat of legal action. “Any breach of your appointment terms will trigger appropriate legal action against you and your future employer,” wrote the HR chief. “Cost, risk and consequences all attributable to you.”
The case against Palki Sharma Upadhyay
In its suit, Zee alleges that Upadhyay did not show up to work after the meeting on September 5. She also allegedly did not respond to the HR email threatening legal action.
“I was hoping to hear from you with regard to my previous email. It is unfortunate that you have failed to respond or even acknowledge receipt,” Srivastava wrote in a second email on September 9. “You are also not coming to the office to initiate the handover process which is highly unprofessional.”
A week or so later, news websites had a scoop. “Palki Sharma Upadhyay, who recently resigned from WION as Managing Editor, may be headed to Network18 Group,” read a headline on Exchange4Media. Still unsure, the article added that the former WION anchor might join “CNN News18, Times Group or India Today Group, however her next destination is unknown”.
But Network18 made it official on September 19. Upadhyay “will launch a new multi-platform video project for the group,” said BestMediaInfo, reporting on a press release by the network. It also quoted Upadhyay, who said that her new project at Network18 will challenge “traditional news formats” and make stories “intelligent, interesting, and accessible for the global audience”.
But Zee suspects that Upadhyay’s Network18 project is a rip-off. Its suit claims that Upadhyay is “illegally trying to exploit the concept, strategy, idea conceptualised” during her WION stint “to a third party namely, Network18 to develop and lead a new project which is contrary to the terms and conditions” of her appointment letter.
Plus, it is not enough that Upadhyay is allegedly taking her WION ideas to another network. The original sin, according to Zee, is that that network happens to be Network18. “It is stated that the defendant is barred to join any news channel, media house much less the channel, Network18 which the defendant has reportedly joined which is barred under the terms of appointment,” alleges the Zee suit.
Zee’s appointment letter for Upadhyay from 2017, accessed by Newslaundry, set rather harsh terms. It directed her to “not directly or indirectly manage, control, participate in, consult with, render services for, or engage in any business competing with the business of the company” for six months after her stint with the network.
It is the alleged violation of this clause, along with Upadhyay reportedly not sticking to her notice period, that has triggered Zee’s litany of prayers before the Delhi High Court.
The network told the court that Upadhyay should serve her notice period and work at WION till December 5, 2022. Additionally, given the six month non-compete clause in her appointment letter, it wants her restrained from joining a competitor until June 5, 2023.
As if these weren’t coercive enough, Zee also wants Rs 2 crore in damages from its former anchor. The rationale is laid out in the suit. Upadhyay’s sudden exit, it says, brought “tremendous challenges” and “disruption” in the channel’s operations and projects. “It is stated that the plaintiff is suffering immense damages in respect of loss of business, reputation and goodwill,” it adds. “It is stated that the damages being sustained by the plaintiff is at present being quantified at an amount of Rs 2 crores and the plaintiff is still in the process of computing the same.”
What Palki Sharma Upadhyay told the court
Upadhyay’s legal team will file its response to the Zee suit next month.
On Tuesday, the court refused to restrain Upadhyay from moving on to Network18. But in response to Zee’s anxieties about Upadhyay sharing their “confidential” plans with the rival network, it asked the anchor’s counsel “to record an undertaking that she will not divulge any sensitive or confidential information that she may have been privy to during her engagement with the Zee to any third party”.
At the hearing today, Upadhyay’s counsel told the court that Zee’s suit, and especially its plea for injunction, was not maintainable.
Upadhyay pointed out that the suit’s contentions did not gel with the Specific Relief Act, which provides remedies for violations of civil or contractual rights. It also differs, she argued, with the Supreme Court’s and the Delhi High Court’s interpretations of section 27 of the Contract Act, which declares as void any agreement that prevents a person from engaging in trade, business, or lawful profession.
The next hearing of the case is slated for March 2023.
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