Business law notes
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This document provides notes on contract law in India. It defines a contract and classifies contracts according to validity, formation, and performance. It discusses voidable, void, illegal, and unenforceable contracts. Contracts are also classified as express, implied, quasi, and e-commerce. Executed, executory, unilateral, and bilateral contracts are defined. The essential elements of a valid contract are also outlined, including offer and acceptance, lawful consideration, capacity and consent of parties, lawful object, and certainty. Key rules regarding offers and acceptances are explained.
Business law notes
- 1. BUSINESS LAW – NOTES Unit – 1 CONTRACT ACT Definition –“EveryAgreementandpromise enforceable atlaw isa contract” CLASSIFCATIONOF CONTRACTS: 1. CLASSIFCATIONACCORDING TO VALIDITY A. VOIDABLE CONTRACT – An agreement which is enforceable by law at the option of one or more of the parties thereto, but not at the option of the other or others, is a voidable contract. This happens when the essential elements of free consent in a contract is missing. When the consent of a party to a contract is not free, i.e., is caused by coercion under influencemisrepresentationorfraud. Example : A promises to sell his car to B for Rs.20,000. His consent is obtained by use of force. & A and B contract that B shall execute certain work for A for Rs. 1,000. B is ready and willingtoexecute the workaccordinglybutA preventshimfromdoingso. B. VOID AGREEMENT – An agreement not enforceable by law is said to be void. Example : An agreementwithaminor. C. VOID CONTRACT – A contract, when originally entered into, may be valid and binding on the parties, eg. A contract to import goods from foreign country. It may be subsequently become void e.g. when a war breaks out between the importing country and the exporting country. D. ILLEGAL AGREEMENT – An illegal agreement is one which transgresses some rule of basis public policy or which is criminal in nature or which is immoral. E.g. B borrows Rs. 5,000 from A and enters into a contract with an alien to import prohibited goods. A knows the purpose of the loan. The transaction between B and A is collateral to the main agreement. It isillegal since the mainagreementisillegal. E. UNENFORCEABLE CONTRACT – An unenforceable contract is one which cannot be enforced in a court of law because of some technical defect such as absence of writing or where the remedyhasbeenbarredbylapse of time. 2. CLASSIFICATIONACCORDING TO FORMATION A. EXPRESS CONTRACT – When the offer or acceptance of any promise is made in words, the promise issaidto be expresscontract. B. IMPLIED CONTRACT – When the proposal or acceptance of any promise is made otherwise than words,the promise issaidtobe implied.Eg.Takesa cup of tea inrestaurant. C. QUASI CONTRACT – Strictly speaking, quasi – contract is not a contract at all. A contract is intentionally entered into by the parties. It resembles a contract in that a legal obligations is imposed on a party who is required to perform it. Eg. T, a tradesman, leaves goods at C’s house bymistake.Ctreatsthe goodsas hisown.C is boundtopay for the goodsused. D. E-COMMERCE CONTRACT – An E-Commerce contract is one which is entered into between twopartiesviainternet. 3. CLASSIFICATIONACCORDING TO PERFROMANCE A. EXECUTED CONTRACT – An executed contract is one in which both the parties have performed their respective obligations. E.g. A agrees to paint a picture for B for Rs. 100.
- 2. When A paints the picture and B pays the price. When both parties perform their obligations,the contractissaidto be executed. B. EXECUTORY CONTRACT – Executory means that which remains to be carried into effect. E.g. If A agreesto engage B as hisservantfromthe nextmonth,the contract is executory. C. UNILATERAL OR ONE-SIDED CONTRACT – A unilateral or one sided contract is one in which only one party has to fulfill his obligation at the time of the formation of the contract. Other party having fulfilling his obligation before the contract comes into existence. E.g. A permits a railway coolie to carry his luggage and place it in a carriage. A contract comes into existence as soon as the luggage is placed in the carriage. But by that time the coolie has already performed his obligation. Now only A has to fulfill his obligation. i.e., Pay the reasonable chargestothe coolie. D. BILATERAL CONTRACT – A bilateral contract is one in which the obligations on the part of both the parties to the contract are outstanding at the time of the formation of the contract. ESSENTIALS OF A CONTRACT: 1. OFFER AND ACCEPTANCE – There must be two parties to an agreement. One party marking the offerandotherparty acceptingit. 2. INTENTION TO CREATE LEGAL RELATIONSHIP – When two partiesenter into an agreement their intentionmusttobe creatingrelationshipbetweenthem. 3. LAWFUL CONSIDERATION – An agreement to be enforceable by law must be supported by consideration. Consideration means an advantage or benefit moving from one party to the other. 4. CAPACITY OF PARTIES – COMPETENCY – The parties to the agreement must be capable of entering into a valid contract. Every person is competent to contract if he 1. Is of the age of majority2. Is of soundmind3. Minority,lunacy,idiocy,drunkennessetc. 5. FREE AND GENUINE CONSENT – The parties are said to be of the same mind when they agree about the subject matter of the contract in the same sense and at the same time. There is absence of free consent if the agreement is induced by coercion, undue influence, fraud, misrepresentation. 6. LAWFUL OBJECT – The object of the agreement must be lawful. In other wordsit means that the objectmustnot be i.illegal ii.Immoral iii.Opposedtopublicpolicy. 7. AGREEMENT NOT DECLARED VOID – The agreement must not have been expressly declared voidbylaw inforce in the country. 8. CERTAINTY AND POSSIBILITY OF PERFORMANCE – The agreement must be certain and not vague or indefinite. If it is vague and it is not possible to ascertain its meaning, it cannot be enforced. E.g., A agrees to sell to B “a hundred tons of oil” There is nothing whatever to show whatkindof oil wasintended.Thisagreementisvoidof uncertainty. 9. LEGAL FORMALITIES – When there is a statutory requirement that a contract should be made in writingorin the presence of witnessesorregistered.
- 3. OFFER An offer is a proposal by one party to another to enter into a legally binding agreement with him. The person making the offer is known as the offeror, proposer or promisor and the person whom it is made iscalledthe offeree orpropose. LEGAL RULES AS TO OFFER 1. OFFER MUST BE SUCH AS IN LAW IS CAPABLE OF BEING ACCEPTED AND GIVING RISE TO LEGAL RELATIONSHIP. 2. TERMS OF OFFER MUST BE DEFINITE, UNAMBIGUOUS AND CERTAIN AND NOT LOOSE AND VAGUE. E.g., A says to B, “ I will sell you a car” A owns three different cars. The offer is not definite. 3. AN OFFER MAY BE DISTINGUISHED FROM – AN INVITATION TO MAKE AN OFFER OR DO BUSINESS – Display of goods by a shopkeeper in his window with prices marked on them, is not an offer but merely an invitation to the public to make an offer to buy the goods at the marked prices. NEWSPAPER ADVERTISMENTS ARE NOT OFFER – A advertises in a newspaper that he would pay Rs. 100 to anyone who finds and return her lost dog, the offer is addressed to the firstpersonwhobyperformingthe requiredactwithknowledge of the offerof reward. 4. OFFER MUST BE COMMUNICATED – An offer, to be complete, must be communicated to the personto whomitis made. 5. OFFER MUST BE MADE WITH A VIEW TO OBTAINING THE ASSENT – The offer to do or not to do somethingmustbe made withaview toobtainingthe assentof the otherparty. 6. OFFER SHOULD NOT CONTAIN A TERMTHE NON-COMPLIANCE OF WHICH MAY BE ASSUMED TO AMOUNT TO ACCEPTANCE – A man cannot say that if acceptance is not communicated by a certaintime,the offerwouldbe consideredasaccepted. 7. A STATEMENT OF PRICE IS NOT AN OFFER – A MERE STATEMENT OF PRICE IS NOT CONSTRUED AS AN OFFERTO SELL. ACCEPTANCE If an offer is made to a particular person, it can be accepted by him alone. If it is accepted by any other person, there is no valid acceptance. When offer is is made to world at large, any persons to whomthe offerismade can accept it. LEGAL RULES AS TO OFFER 1. IT MUST BE ABSOLUTE AND UNQUALIFIED – It must conform with the offer. E.g – A Says to B, “I offer to sell my car for Rs. 50,000.” B replies, “ I will purchase it for Rs. 45,000.” This is no acceptance and amountsto a counter. 2. IT MUST BE COMMUNICATED TO THE OFFEROR – To conclude a contract between the parties, the acceptance must be communicatedinsome perceptible form. 3. IT MUST BE ACCORDING TO THE MODE PRESCRIBED AND RESONABLE MODE – If the acceptance is not according to the mode prescribed, or some usual and reasonable mode the offeror may intimate to the offer within a reasonable time that the acceptance is not according to the mode prescribedandmayinsistthatthe offermustbe acceptedinthe prescribedmode only. 4. IT CANNOT PRECEDE AN OFFER – If the acceptance precedes an offer, it is not a valid acceptance and does not result in contract. E.g. In a company, shares were allotted to a person who had not appliedforthem.
- 4. 5. IT MUST BE GIVEN WITHIN A REASONABLE TIME – If any time limit is specified, the acceptance must be given within that time. If no time limit is specified, it must be given within a reasonable time. 6. IT MUST BE GIVEN BY THE PARTY TO WHOM THE OFFERIS MADE. 7. IT CANNOT BE IMPLIED FROM SILENCE – The acceptance of an offer cannot be implied form the silence of the offeree or his failure to answer, unless the offeree has by his previous conduct indicated that his silence means that he accepts. E.g. A wrote to B, “ I offer you my car for Rs.50,000. If I don’t hear from you in seven days, I shall assume that you accept.” B did not reply at all.There isno contract.