Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

Gujarat
National Law University
Gandhinagar, Gujarat (India)

Course Outline
of
Advanced Contracts (Evolving Jurisprudence in
Contract Law)

For

LLM
Semester: II
(Jan-June 2016

Session: 2015-2016
Faculty:

Dr Ravindra Kumar Singh

Associate Professor of Law
Gujarat National Law University
E-mail: rsingh@gnlu.ac.in
Mob: 08128650853

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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

Sl.
No.

Contents

Page
No.

1.0

Objectives of the course

2.0

Proposed teaching schedule

3.0

Detailed course-outline

4.0

Prescribed/Recommended readings

17

5.0

Teaching methodology

19

6.0

Evaluation pattern

19

7.0

Tentative dates for test/submission of

project/GD, etc

20

8.0

Important instructions to students

20

9.0

Contact hours

20

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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

1.0 Objectives of the Course

(Course) Designed by:
Dr Ravindra Kumar Singh

Introduction to the Course

The elements of trade and commerce have marched into every facet of
lifemaking

contract

an

organising principle

of

every type of

relationship in society. The laws governing business contracts are

becoming progressively more complex, and now affect all industries and
all types of commercial contracts. In contrast with other laws, contracts
are binding commandments made by individuals, corporations and the
State entities within the framework of the general laws of the country.
The laws relating to contract, being organic in nature, need to respond
to changes in the economy, in technology, and in society, in general.
Consequently, a new and growing field of regulatory jurisprudence is
now a part of the Contract Law. As it is observed, an assortment of
specialised contracts is now in vogue which may not fit-in exactly with
the

existing

forms

and

models.

With

the

economy

growing

in

unparalleled ways, entrepreneurs have evolved new practices, in the

matters related to contracts, based on expediency and convenience.
Following the understanding of the general principles of contracts,
specific remedies and reliefs, and having understood the concept of
specific contracts (like contracts of indemnity, guarantee, bailment,
agency, partnership and sale of goods), now, the time has come when it
is obligatory and indispensable to look at the new facets of contractual
jurisprudence which confront modern-day contracts hitherto uncharted
and unexplored at least at the undergraduate (UG) level in law schools,
colleges and universities.
These specialised, innovative and ground-breaking contracts, arising
from simple contracts and accomplishing a great deal of desirable goals
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

in a free market economy, must be studied at the undergraduate level to

accommodate the new demands of users and consumers surrounded by
the framework of different laws.
This course, hence, focuses on the contemporary forms of business
contracts and exposits on the historical evolution, judicial interpretation,
and future applications of such contracts. This course is, therefore,
designed with a view to appreciate and understand this emerging field
and to prepare the students to meet the challenges of the 21 st century,
and to serve a social purposebesides the dissemination of legal
knowledge in this vital sector of jurisprudence.

Learning Outcomes
A student, after successful completion of this course, should have:

A deeper understanding of the application of contract law to

specialised modern contracts;

A thorough grasp of those elements of contract law and related

areas of the law which are relevant to the globalised commercial
life;

A critical appreciation for the legal framework of advanced

contracts;

A general perceptive of the fundamentals of contract management;

A potential to comprehend the significant contractual clauses and

their interpretation;

An in-depth perceptive to bridge the gap between the theoretical

understanding of contract law and its practical orientation, need,
relevance, and challenges;

Understood the relevance of international laws in the global

business context, i.e. the multinational contractual jurisdiction; and

The capability to address the delineation of the modern style,

practice, and challenges confronting new forms of contracts.

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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

2.0 Proposed Teaching Schedule

Module No.

II.6.1

No. of
Sessions
(Classes)

Modules

Interpretation

of

contracts:

06

principles and rules

II.6.2

Standard form contracts

02

II.6.3

Government contracts and law of

05

tenders
II.6.4

Electronic contracts

06

II.6.5

Infrastructure contracts

08

II.6.6

Joint venture agreements

02

II.6.7

Shareholders agreements

02

II.6.8

Escrow agreements

01

II.6.9

Sports contracts: standard players

02

contracts
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

II.6.10

Entertainment contracts

02

II.6.11

Service/employment contracts

02

II.6.12

Outsourcing contracts

02

II.6.13

Contract farming

02

II.6.14

Medical/ hospital contracts

02

II.6.15

Surrogacy contracts

02

II.6.16

General principles of international

05

contracts
II.6.17

General clauses in a contract

04

Total = _55_
3.0 Detailed Course Outline
Advanced Contracts (Evolving Jurisprudence in Contract
Law)

MODULE-II.6.1
Principles and Rules

Interpretation of Contracts:
(Sessions: 06)

General principles of contracts

Introduction to different types of modern business contracts
Significance of modern business contracts
Interpretation of contracts
What is interpretation
o Interpretation and construction
o Implied terms
Anatomy of the process of interpretation
Principles of interpretation
o Construing a contract: Lord Hoffmanns principles
Rules of interpretation
o The meaning of the document or of a particular part of it is
to be sought for in the document itself
o The intention may prevail over the words used
o Words are to be taken in their literal meaning
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

o Literal meaning depends on the circumstances of the

parties
o When is extrinsic evidence admissible to translate the
language
o Technical legal terms will have their legal meaning
o The deed is to be construed as a whole
o Same words to be given the same meaning in the same
context
o Harmonious construction
o Contra proferentem rule
o If two interpretations of a contract are possible, the one
which helps make the contract operative to be preferred to
the other which tends to make it inoperative
o In case of conflict between printed clauses and typed
clauses, typed clauses are to be preferred. Similarly, in
case of conflict between printed clauses and hand-written
clauses, the hand written clauses are to be preferred; and
in the event of conflict between typed and hand-written
clauses, hand-written clauses are to be preferred.
o The special will exclude the general
o Rule of expressio unius est exclusio alterius
o Rule of noscitur a sociis
o Ejusdem generis rule will apply both to contract and
statute
o Place of punctuation in interpretation of documents
Cases
Bank of Credit and Commerce International SA v Ali [2002] 1
AC 251.
Delhi Development Authority v Durga Chand Kaushish, 1973
AIR 2609, 1974 SCR (1) 535.
Investors Compensation Scheme Ltd v West Bromwich
Building Society [1998] 1 WLR 896.

MODULE-II.6.2
(Sessions: 02)

Standard Form Contracts

Introduction
Characteristics of standard form of contract
Incorporation of terms
Exemption clauses
Protective devices
Legislative efforts in the UK and the US
Recommendations of the Law Commission of India

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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

Cases
Central Inland Water Transport Corporation Ltd v Brojo Nath
Ganguli AIR 1986 SC 1571.
Chapelton v Barry Urban District Council (1940) 1 All ER
356.
Curtis v Chemical Cleaning and Dyeing Co Ltd (1951) 1 All
ER 631.
Henderson v Stevenson (1875) 2 HL (SC) APP 470.
Lilly White v Munnu Swami AIR 1966 Mad 13.
Olley v Marlborough Court Ltd (1949) 1 KB 532.
Parker v South Eastern Railway Co (1877) 2 CPD 416.
Photo Production Ltd v Securicor Transport Ltd (1978) 3 All
ER 146.
St Albans City and District Council v International Computers
(1995) FSR 686.
Thorton v Shoe Lane Parking Ltd (1971) 1 All ER 686.

MODULE-II.6.3
Government Contracts
and Law of Tenders (Sessions: 05)

Government contract
Arts 298 and 299 of the Constitution
Effect of a valid contract with the government
Government contract and article 14
Award of government contract & judicial review
Application of the Indian Contract Act
Law of tenders
Objectives of tendering system
Prerequisites
Steps in tendering procedure
o Expression of interest (EoI, earlier referred to as
prequalification)
o Request for proposal (RFP, earlier referred to as invitation to
tenders)
o Pre-bid conference
o Receipt of bids
o Technical and financial evaluation
o Acceptance
o Award
Tendering methods
o Open tenders
o Limited tenders
o Single tenders
Basic rules of procedure
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

Earnest money deposit

Form and content of tenders
Negotiations
o Disadvantages
Evaluation of tenders
Acceptance of tenders
General principles of contract management
General Financial Rules 2005
Two routes to a contract
GCC/SCC route
Self-contained contract route
Advantages and disadvantages of both the routes
National competitive bidding (domestic bidding)
International competitive bidding (global tendering)
Recent Developments
o The Public Procurement Bill 2012
Cases
KP Chaudhary v State of MP AIR 1967 SC 203.
Mulam Chand v State of MP AIR 1968 SC 1218.
National Highway Authority of India v Ganga Enterprises AIR
2003 SC 3823.
Radhakrishnan Agarwal v State of Bihar AIR 1977 SC 1496.
Ramanna Dayaram Shetty v International Airport Authority
AIR 1979 SC 1628.
Raunaq International Limited v IVR Construction Ltd., AIR
1999 SC 393, 1999 (1) ARBLR 431 SC, JT 1998 (8) SC 411.
State of Punjab v Balbir Singh AIR 1977 SC 1717.
State of West Bengal v BK Mondal & Sons AIR 1962 SC 779.
Sterling Computers Ltd v M and N Publications Ltd (1993) 1
SCC 445.
Tata Cellular v Union of India AIR 1996 SC 11: (1994) 6 SCC
651.

MODULE-II.6.4
(Sessions: 06)

Electronic Contracts

Formation of electronic contracts: contracts in the context of

information technology
E-commerce business models
Types of online transaction
o Business to customer (B2C)
o Business to business (B2B)
o Customer to customer (C2C)
o Customer to business (C2B)
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

What is an e-contract
o Essentials of an electronic contract
o The ways in which an e-contract can be concluded
o Application of offer and acceptance rules to e-contracts
Contract formation through telex, telephone, fax, etc
Contract formation through e-mail
o Issue-1: Should the postal rule apply to e-mail?
o Issue-2: When exactly is an e-mail acceptance said to be
received by the offeror?
o Issue-3: What will be the consequences if things go wrong?
Contracting through websites
o What is or what amounts to a valid offer in an online
transaction?
o What is the acceptance in an online transaction?
o Can an online retailer control the contract formation
process? If yes, to what extent?
o Element of intent
Types of electronic contracts
o Individually negotiated contracts
o Click-wrap agreements
o Shrink-wrap agreements
o Browse-wrap/ Web-wrap contracts
Recognition and validity of electronic contracts
o Judicial recognition and validity
Shrink-wrap contracts
Click-wrap contracts
Web-browse contracts
o Legislative landscape
At the United Nations level
The UNCITRAL Model Law on Electronic
Commerce 1996
UNCITRAL
Model
Law
on
Electronic
Signatures 2001
United Nations Convention on the Use of
Electronic Communications in International
Contracts 2005
Promoting
Confidence
in
Electronic
Commerce: Legal Issues on International Use
of Electronic Authentication and Signature
Methods 2007
Legislative attempts to govern e-contracts: national
scenario
The Information Technology Act 2000 (India) and its provisions
relating to e-contracts
o Validity of contracts formed through electronic means
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

Parties to e-contract
Attribution of electronic records
Acknowledgment of receipt
Time and place of despatch and receipt of electronic record
Time and place of formation of e-contract
o Documents or transaction to which the IT Act does not apply
Indian Evidence Act 1872
Jurisdictional issues in electronic contracts
o The US law of jurisdiction
o Indian position
o Governing law
Cases
o
o
o
o
o

Caspi v The Microsoft Network 732 A 2d 528 (NJ App. Div.

1999).
CompuServe, Inc v Patterson 89 F 3d 1257 Court of Appeals,
6th Circuit 1996.
PR Transport Agency v Union of India AIR 2006 All 23: 2006
(1) AWC 504.
ProCD, Inc v Zeidenberg 86 F.3d 1447 (7th Cir 1996).
Specht v Netscape Communications Corp 150 F Supp 2d 585
(SDNY 2001).
Step-Saver-Data Sys Inc v Wyse Tech 939 F 2d 91 (3d Cir.
1991).
Trimex International Fze Limited, Dubai v Vedanta
Aluminium Ltd (2010) 3 SCC 1: (2010) 1 SCC (Civ) 570:
(2010) 2 CTC 581 (SC).
Zippo Manufacturing Co v Zippo Dot Com, Inc. 952 F Supp.
1119 (WD Pa 1997).
Brinkibon v Stahag Stahl GmbH [1983] 2 AC 34 (HL).
Triveni Oil Field Service Ltd v Oil and Natural Gas
Commission AIR 2006 Del 331.
JSC Zestafoni v Ronly Holdings Ltd [2004] EWHC 245:
[2004] Lloyds Rep 335 (QB).
Great Offshore Ltd v Iranian Offshore Engg & Construction
Co (2008) 14 SCC 240.
Chwee Kin Keong v Digilandmall.com, [2004] 2 SLR 594;
[2004] SGHC 71.

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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

MODULE-II.6.5
(Sessions: 08)

Infrastructure Contracts

Introduction
Infrastructure development projectsmeaning
Special features of infrastructure projects
General legal concerns
Basis for private participation
PPP: general spectrum
o Need
o Stumbling blocks
o Limitation
Constitutional aspects
o Distribution of jurisdiction over infrastructure between the
Centre and State
Grant of rights
o Grant pursuant to a statute
o Grant pursuant to executive action
Methods of grant
o MoU and competitive bidding
Stages in the implementation of a project
o Gestation stage
o Development stage
o Construction and start-up stage
o Operational stage
o Termination stage
Participants
o Government
o Sponsors
o Lenders
o Investors
o Contractors
o Project vehicle
o Users/consumers
o Regulator
o Other authorities
Regulation of interests
Nature of private participation
o Build Own and Operate (BOO)
o Build Own and Transfer (BOT)
o Build and Transfer (BT)
o Build Lease and Transfer (BLT)
o Build Transfer and Operate (BTO)
o Lease Renovate Operate and Transfer (LROT)
Documentation
requirement
in
the
implementation
of
infrastructure projects
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

Legal framework for establishing a project vehicle for

infrastructure projects
Regulatory framework
Unsolicited proposals
o Sole source negotiation
o Merits v demerits
o Formalising the system
Concession agreements
o Salient features
o Critical issues
o Contractual structure
o Grant of concession
o Distinction between concession agreements and commercial
agreements
Cases
Adani Power Limited, Ahmedabad v Uttar Haryana Bijli
Vitran Nigam Ltd Central Electricity Regulatory Commission
New Delhi Petition No: 155/Mp/2012.
APM Terminal BV v Union of India (2011) 6 SCC 756.
Centre for Public Interest Litigation v Union of India (2012) 3
SCC (2G Spectrum scam case).
Dabhol Debacle: The Enron Experience.
Delhi Metro: A Success Story of Centre-State Partnership.
Delhi Science Forum v Union of India 1996 AIR 1356, 1996
SCC (2) 405.
Delhi Science Forum v Union of India CWP (PIL) No 4510 of
1999.
Re Special Reference No 1 of 2012 (in relation to the dicta in
the 2G case).
Reliance Airport Developers Pvt Ltd v Airports Authority of
India (2006) 10 SCC 1.

MODULE-II.6.6
(Sessions: 02)

Joint Venture Agreements

Introduction: Some basics

Types of joint ventures
o Equity/Incorporated joint venture (company or LLP)
o Unincorporated joint venture (contractual or partnership)
Advantages of using a corporate vehicle
Contents of JV agreements
Cases
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

New Horizons Ltd v Union of India 1995 SCC (1) 478.

Novartis Vaccines & Diagnostics v Aventis Pharma Limited
High Court of Bombay, Arbitration Petition No. 763 of 2009.

MODULE-II.6.7
(Sessions: 02)

Shareholders Agreements

Introduction: what is a shareholders agreement

o Its nature and enforceability
o Why to have a shareholders agreement?
o Nature of shareholders agreements
Enforceability of shareholders agreements (SHAs)
Restriction on transferability of shares in a shareholders
agreement
Remedies under shareholders agreement
Shareholders agreement and JV agreements
Some important clauses in an SHA
o Right of first refusal (RoFR) (last look)
o Right of first offer (RoFO) (right of first negotiation)
o Tag along rights (TAR) (piggy back)
o Drag along rights (DAR)
o Pre-emptive rights
o Put options (right to sell)
o Call option (right to buy)
Cases
Crompton Greaves v Sky Cell Communication Ltd 2003 115
CompCas 832 Mad.
Gujarat Bottling Co Ltd v Coca Cola Co AIR 1995 SC 2372:
1995 SCC (5) 545.
IL & FS Trust Co Ltd v Birla Perucchini Ltd 2003 (3) BomCR
334, 2004 121 CompCas 335 Bom.
Mafatlal Industries Ltd v Gujarat Gas Co Ltd 1999 97 Comp
Cas 301 Guj, (1998) 2 GLR 1436.
Modi Rubber Ltd v Guardian International Corp 2007 (2)
ARBLR 133 Delhi: 141 (2007) DLT 822.
MS Madhusoodhanan v Kerala Kaumudi Pvt Ltd 2003 117
Comp Cas 19 SC: (2004) 9 SCC 204.
Pushpa Katoch v Manu Maharani Hotels Ltd 2006 131
CompCas 42 Delhi, 121 (2005) DLT 333.
Rolta India Ltd v Venire Industries Ltd 2000 (2) BomCR 241:
2000 100 CompCas 19 Bom.
SP Jain v Kalinga Tubes Ltd AIR 1965 SC 1535: (1965)2 SCR
720.
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

Spectrum Technologies USA v Spectrum Power Generation

Company 2000 (56) DR J405.
VB Rangaraj v VB Gopalakrishnan AIR 1992 SC 453.
World Phone India Pvt. Ltd v. WPI Group Inc USA, [2013] 178
Comp Cas 173 (Del).

MODULE-II.6.8
(Sessions: 01)

Introduction
o What is an escrow agreement
o Practical applications/advantages of escrow agreements
Escrow agent
o Duties and functions
o Who can act as escrow agents?
Law governing escrow agreements

MODULE-II.6.9
Players Contracts

Escrow Agreements

Sports Contracts: Standard

(Sessions: 02)

Introduction
Sports contract: types
o Professional services contracts (standard player contracts)
o Endorsement contracts
o Agent player contracts
o Appearance contracts
o Arena lease agreements
o Student-athlete university scholarship agreements
o Coaching contracts
Salient features of a standard player contract
General terms in a standard player contract
Issues relating to a standard player contract
o Are sports contracts fair?
o Breach
o Restraint of trade
o Specific performance of contract: difference between
standard player contract and other contracts for personal
service.
o Tortuous liability of clubs
Prevention of Sporting Fraud Bill 2013
Cases
Patrick Bayless v Philadelphia National League Club,
579 F. 2d 37 (3rd Cir).
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

Percept DMark v Zaheer Khan AIR 2006 S C 3426;

2006 AIR SCW 1751.
Philadelphia Ball Club v Lajoie 202 Pa 280, 51 A 973
(1902).
Roberts v Martin [2005] 4 SA 163 (C).
Santos Professional Football Club (Pty) Ltd v Igesund
[2002] 5 SA 697 (C).
Santos Professional Football Club (Pty) Ltd v Igesund
[2003] 5 SA 73 (C).

MODULE-II.6.10
(Sessions: 02)

Entertainment Contracts

Introduction
o Different types of entertainment contracts
Basic legal principles
Copyright issues in entertainment contracts
Clauses in restraint of trade
Entertainment contracts with minors
o The coogan law
Breach, remedies, and dispute resolutions
Cases
Anandji Virji Shah v Ritesh Sidhwani Suit (L) 2993 of
2006, Bombay High Court.
Effects Assocs., Inc. v Cohen, 908 F 2d 555 (9th Cir 1990).
Indian Performing Right Society Ltd. v Eastern Indian
Motion Pictures Association AIR 1977 SC 1443.
Raj Rani v Prem Adib (1949) 51 BOM LR 256.
Sholay Media & Entertainment Private Limited v Vodafone
Essar Mobile Services Limited 2011 (46) PTC 352 (Del).

MODULE-II.6.11
(Sessions: 02)

Service/Employment Contracts

Introduction
Nature of employment contract
Non-disclosure agreement (NDA)
Non-compete clause
Clauses in restraint of trade
Restraint after employment
Termination of negative covenants
Non-solicitation clause
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

MODULE-II.6.12
(Sessions: 02)

Introduction
o What is an outsourcing contract
Models of outsourcing
Issues arising in outsourcing contracts

MODULE-II.6.13
(Sessions: 02)

Contract Farming

Introduction
What is contract farming
Benefits of contract farming
o Advantages for farmers
o Problems faced by farmers
o Advantages for sponsors
o Problems faced by sponsors
Models/Types of contract farming that are accepted globally
Salient features of the contract between the grower and the
sponsor
Issues in agreements relating to contract farming
Law and policy considerations
Model Agricultural Produce Marketing Act

MODULE-II.6.14
(Sessions: 02)

Outsourcing Contracts

Medical/ Hospital Contracts

Introduction
Legal relationship between a doctor, a patient, and a hospital
Consent
o Informed consent
o Requirement of specific consent forms
Cases
Indian Medical Association v VP Shantha AIR 1996 S C 550.
Samira Kohli v Prabha Manchanda AIR 2008 SC 1385.

MODULE-II.6.15
(Sessions: 02)

Surrogacy Contracts

Surrogacy
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

o Meaning and concept

Classification
o Gestational and traditional
o Commercial and altruistic
Indiaa favourable destination for foreign couples
Legal and moral issues in surrogacy contracts
Laws in the UK and the US
Position in India
o Indian Council of Medical Research Guidelines 2005
o The Assisted Reproductive Technologies (Regulation) Bill
2010
o Law Commission of India Report No 228 on Need for
Legislation to Regulate Assisted Reproductive Technology
Clinics as well as Rights and Obligations of Parties to a
Surrogacy 2009.
Cases
B K Parthasarthi v Government of Andhra Pradesh AIR 2000
AP 156.
Baby M case 537 A 2d 1227.
Baby Manji Yamada v Union of India JT 2008 (11) SC 150.
Jan Balaz v Anand Municipality AIR 2010 Guj 21.
Jaycee B v Superior Court 42 Cal App 4th 718 (1996).

MODULE-II.6.16
International Contracts

General Principles of
(Sessions: 05)

Introduction
Formation of contracts
Governing law or choice of law clause
o Proper law of contract
Choice of jurisdiction (jurisdiction clause)
International conventions
Effects and discharge of contract
Cases
British India Steam Navigation Co Ltd v Shanmughavilas
Cashew Industries (1990) 3 SCC 481.
Delhi Cloth & General Mills Co Ltd v Harnam Singh AIR 1955
SC 590: [1995] 2 SCR 402.
Modi Entertainment Network v WSG Cricket Pte Ltd AIR
2003 SC 1177: (2003) 4 SCC 341.
National Thermal Power Corporation v Singer Co AIR 1993
SC 998: (1992) 3 SCC 551.
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

Vita foods Inc v Unus Shipping Co Ltd [1939] AC 277: [1939]

1 All ER 513.

MODULE-II.6.17
(Sessions: 04)

General Clauses in a Contract

Drafting of commercial contract

Important clauses
o Preamble
o Interpretation and definitions
o Scope and specifications
o Price
o Terms of payment
o Price variation
o Taxes and duties
o Force majeure
o Defaults and liquidated damages
o Export licence
o Inspection and acceptance
o Shipment
o Warranty
o Patents and copyright
o Indemnities
o Spares
o Options
o Assignments
o Termination
o Confidentiality
o Survival
o Amendments
o Applicable laws
o Effective date
o Notices
o Contract signatures
o Forms

4.0 Prescribed/Recommended Readings

Prescribed Readings

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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

Books:
1. Bhat S, Law of Business Contracts in India (Sage Publications India Pvt Ltd
2009).
2. Joshi P, Law Relating to Infrastructure Projects (LexisNexis Butterworth
Wadhwa 2003).
3. Joshi RN, Public Private Partnership in Infrastructure (Vision Books 2010).
4. Pollock and Mulla, The Indian Contract and Specific Relief Acts (Nilima
Bhadbhade ed, 14th edn, LexisNexis 2012).
5. Ramaswamy BS, Contracts and their Management (LexisNexis 2013).
6. Singh A, Contract and Specific Relief (Eastern Book Company 2013).
7. Sujan, Interpretation of Contract (Universal Law Publishing Pvt Ltd 2000).
Research Papers/Articles:
1. Boss A H, Electronic Contracting: Legal Problem or Legal Solution? available
at
<http://www.unescap.org/tid/publication/tipub2348_part2iv.pdf>.
2. Carbone June R, The Role of Contract Principles in Determining the Validity of
Surrogacy Contracts, Santa Clara Law Review, Volume 28, No 3, Article 3,
1988. Available at: <http://digitalcommons.law.scu.edu/cgi/viewcontent.cgi?
article=1805&context=lawreview>.
3. Gulati Ashok, Joshi PK, Maurice Landes, Contract Farming in India available
at:
<
http://www.ncap.res.in/contract_
%20farming/Resources/1.Introduction.pdf>.
4. Indian Film Industry: Tackling Litigations, Sepetember 2013, by Nishit Desai Associates,
5.

available
at:
<http://www.nishithdesai.com/fileadmin/user_upload/pdfs/Research
%20Papers/Indian%20Film%20Industry.pdf>.
Joint Ventures in India, May 2013, by Nishit Desai Associates, available at: <
http://www.nishithdesai.com/fileadmin/user_upload/pdfs/Research%20Papers/Joint
%20Ventures%20in%20India.pdf >.

6. Justice Spigelman AC (Chief Justice of New South Wales), Contractual

Interpretation: A Comparative Perspective (2011) 85 Australian Law Journal
412.
7. Katz, Avery Wiener, Is Electronic Contracting Different? Contract Law in the
Information Age. Available at
<https://www.utexas.edu/law/academics/centers/clbe/wp/wpcontent/uploads/centers/clbe/katz_is_electronic_contracting_different.pdf>.
8. Ladha Nidhi, Legality of a Shareholders AgreementCan Shareholders Agree
Outside the Articles? published in ICAI WIRC Newsletter.
9. Lemley M A, Terms of Use (2006) Minnesota Law Review, Vol 91.
10. Murray, Andrew D, Regulating Electronic Contracts: Comparing the
European and North American Approaches (2004) Foro de Derecho Mercantil
Revista Internacional 2 75-97. Available at:
<http://works.bepress.com/andrew_murray/2>
11. Murray
A, Entering
into
contracts
electronically:
the
real
WWW in Edwards, Lilian and Waelde, Charlotte (eds.) Law and the Internet: A
Framework for Electronic Commerce (Hart Publishing, 2000).
12. Naude T, Specific performance against an employee: Santos Professional
Football Club (Pty) Ltd v Igesund, (2003) South African Law Journal, Volume
120, Issue 2, 269 - 282.
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

13. Orpwood R, Electronic Contracts: Where Weve Come From, Where We Are,
and Where We Should Be Going International In-house Counsel Journal
(Spring 2008) Vol. 1, No. 3, 2008, 455-466.
14. Sukhpal Singh, Contract Farming for Agricultural Development in India: A
Small Holders Perspective, IGIDR Proceedings/Projects Series PP-069-10b,
available at: < http://www.igidr.ac.in/newspdf/srijit/PP-069-10b.pdf>.
15. Tannenbaum David, Enforcement of Personal Service Contracts in the
Entertainment Industry California Law Review Vol 42, Issue 1, Article 3,
March 1954.
Available
at:
<http://scholarship.law.berkeley.edu/cgi/viewcontent.cgi?
article=3367&context=californialawreview>.
16. The Interpretation Of Contracts: The Rules Re-Written For Modern TimesA
Presentation by Vincent Nelson QC at 39 Essex Street Wednesday 31st March
2004.

Recommended Readings

1. Alghamdi AD, The Law of E-Commerce (Author House

2011).
2. Beale HG, Bishop WD, & Furmston MP, Contract Cases &
Materials (Oxford University Press Inc 2008).
3. Beatson J, Reynell, William Anson, Burrows Andrew S, &
Cartwrigt John (eds), Ansons Law of Contract (Oxford
University Press 2010).
4. Blount S, Electronic Contracts: Principles from the
Common Law (LexisNexis Butterworths 2009).
5. Burrows A & Peel E, Contract Formation and Parties
(Oxford University Press 2010).
6. Burton SJ, Elements of Contract Interpretation (Oxford
University Press 2008).
7. Cheshire, Law of Contract (Butterworths 2001).
8. Cheshire, Private International Law (14th ed, Oxford
University Press 2008).
9. Chitty on Contracts (in 2 volumes, 30th edn, Sweet &
Maxwell 2011).
10. Cunningham & Shephard, Commentaries on Contract
Act (Law Publishers (India) Pvt Ltd 2009).
11. Iyer T S V, Law of Contracts and Tenders (10th ed, S
Gogia & Co. 2008).
12. Joga Rao, SV, Computer Contracts and Information
Technology Act, (Wadhwa & Co Nagpur 2005).
13. Kinsella N Stephan & Simpson Andrew F. (General
Editors), Online Contract Formation (Oceana Publications
2004).
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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

14. Lewison K, The Interpretation of Contracts (Sweet &

Maxwell 2007).
15. Malhotra Anil & Malhotra Ranjit, Surrogacy in India
(Universal Law Publishing Co 2013).
16. McMeel Gerard, The Construction of Contracts (Oxford
University Press 2011).
17. Mitchell C, Interpretation of Contracts (RoutledgeCavendish 2007).
18. Mulla DF, Mulla The Indian Contract Act, LexisNexis
Student Series, Edited by Anirudh Wadhwa (LexisNexis
Butterworths India 2011).
19. Odgers C E, The Construction of Deeds and Statutes
(Sweet and Maxwell 1967).
20. Paras D & Peeyushi D, Private International Law (Deep
& Deep Publications 1998).
21. Poole J, Casebook on Contract Law (10th edition, Oxford
University Press 2010).
22. Singh RK, Law Relating to Electronic Contracts (2nd ed,
LexisNexis 2016).
23. Singleton S, Tottels E-Contracts (Tottel Publishing).
24. Treitel, The Law of Contracts (Sweet and Maxwell 2007).
Note: The foregoing list of readings is not exhaustive. Some
additional references may be provided by the faculty concerned from
time to time. Further, the students are advised to explore further
reading sources and references on their own.

5.0 Teaching Methodology

Lecture-deliverymore of the Socratic Methodthe dialectical

method to stimulate critical thinking
Case-discussion method
Besides the foregoing broad teaching methodologies, the following
techniques will also be resorted to:
o
o
o
o
o
o

Class-participation
Project-assignment, if needed
Presentations by the students
Group discussion
Inviting Visiting Faculty, if required
Use of teaching aids, such as, power point presentation

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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

6.0 Evaluation Pattern

EVALUATION:

Marks

Continuous Evaluation..........30
End-Semester Examination.....................70
Total
100
CONTINUOUS EVALUATION: Continuous Evaluation of 30 marks, as
mentioned above, shall be done through one Group Discussion/Project of 30
marks.

7.0 Tentative Dates for Continuous Evaluation Tests/

Submission of Project/ GD, etc
GD/Project: Dates will be announced in the classroom.

8.0 Important Instructions to Students

This course-outline is tentative. The faculty concerned may modify it

while engaging the classes.
The teaching methodology of the subject will not necessarily be bound
by the parameters mentioned hereinabove.
The faculty concerned may not necessarily follow the sequence of the
modules, as stated in this course-outline. The sequence will be
determined in accordance with the need of the subject and its delivery.
Flexibility is required to do complete justice to the subject.
Active and positive class participation is mandatory. Maintaining the
dignity and decorum of the class is equally obligatory. Once the class is
begun (after the attendance is taken), the students are not allowed to
enter the class room.
The students are required to come to the class with necessary home
work and reading, which will be helpful for positive participation in
learningteaching process.

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Semester: II Course: Advanced Contracts (Evolving Jurisprudence in Contract Law)

Faculty: Dr RK Singh

9.0 Contact Hours

Days: Monday, Wednesday and Thursday.
Timings: 3.30 pm to 4.30 pm.
E-Mail: rsingh@gnlu.ac.in
Mob: 08128650853

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