ERMP Synopsis Collated - Theme 1,2,3,4,5

ERMP-13/07/2021 Synopsis
Concepts Discussed:
1) Difference between LOI and Offer Letter-

Letter of Intent Offer letter
A letter of intent (LOI) is a letter issued by the In contrast, an offer letter is a contract between
employer showing interest to an applicant in the employer and the employee with concrete
hiring them. Hence, not a contract. and specific terms and conditions.
Since a letter of intent is not a contract and Since an offer letter is a contract, its terms are
hence not binding, an employer can choose to binding in the court of law. Failure to honor the
take it back without any legal repercussions. This terms of the contract by either party can have
is often done by informing the aspirant via a legal repercussions for the party that fails to do
letter commonly known as a regret letter. so.
Tenuous in nature Concrete/Specific terms and conditions
2) Deferred Offers-
We often see that offer letters are deferred to a later date which means the employer as postpones
the starting date of employment. The difference in the legal nature of the letter of intent and offer
letter is why we see letter of intent cancelled but not deferred. Since offer letters are legally binding,
it is far more legally complex, and sometimes legally damaging, to simply revoke the offer letter.
Therefore, they are often deferred instead of directly being revoked. They are revoked only when
there is no other choice.
3) Contracts that are long term and not completed by a single transaction, for example a rental
contract, are referred to as Term Contract.
4) Situations where offer letters are revoked-

Cases when revocation of offer letters happen that are outside the control of the employer and the
employee, which are the two parties in contract, are as following:
i. Economical: During economic recessions, like the one the world is facing due to the corona
pandemic, it can become financially nonviable for the employer to honor its offer letters to
aspirants, and hence they sometimes have to revoke or defer it.
ii. Force Majeure: It is a clause in the contract, often referred to as Acts of God, which gives the
parties under contract grounds to revoke the contract without legal repercussions. War and
natural calamity are the two most common reasons for invoking Force Majeure. The corona
pandemic is not considered a reason to argue Force Majeure.
iii. Political Instability- There can be a toppled government or the country might be going through a
turmoil can lead to unstable employment sector.
iv. Legal Compliance
5) Since an offer letter is a contract, its terms need to be honored by both parties – the employer and
the employee. For example, offer letters usually state a notice period that an employee must serve
before leaving the organization. Likewise, it also usually states a notice period that an employer must
give, or the salary for the duration of the notice period, before terminating the employment of the
employee. The failure to honor these terms by one party gives the other party the right to move the
courts and seek compensation or damages.
6) Barbash’s analysis of the employment relationship-
The employers are part of the product market and their actions are dictated by cost efficiency, which
means that their efforts are directed towards making their product, or providing their services, as
cheaply as possible. This is the reason they cannot afford to hire extra labor when it is not required
since they are motivated to reduce costs.
The employees on the other hand are part of the labor market and are dictated by the availability of
skills, which means that they compete with each other in terms of the skills they can sell to a potential
employer. A person with a skill that is rare in a given region can therefore demand higher
compensation because the labor market works on the principles of demand and supply.
Insights from the case studies:
1) Why did Tata InfoTech and SLM defer the offers?

Tata Infotech and SLM deferred offers as it is possible, they have sent the offer letters and revoking
those would have led to legal repercussions.
2) Whereas why could Infosys sent a letter of regret?
Infosys had sent letter of intent therefore they could roll out the letter of regret. As LOI is not a
contract and hence revoking it does not comply to legal consequences.
3) What is the role of the alumnus?
From the IIT Mumbai case we gain the insight that even if you are a reputed alumnus of the college,
your responsibility, as the CEO of the company, is first towards the company, its employees and
stakeholders, and only then towards the relationship that you have with your college.
4) If there are no legal repercussions of revoking an LOI, what can be the possible damage
flowing out of revocation?
Although there are no legal repercussions of revoking an LOI, there are other damages like employer
brand image. Companies go to long lengths to improve their image as good employers in order to
attract talent, and they often take initiatives to rank better in rankings like ‘best place to work’ etc.
Therefore, in May 2002, despite the economic recession due to the dot com bubble burst, Infosys did
not revoke any offers during the 2008 economic crisis.
5) What is the role of the placement cell?
Due to IT boost many colleges starting the placement programs as early as July, which leaves room
for uncertainty in the future. This also causes loss of opportunities for the student if the job offers get
revoked. Hence, IIT’s have decided to conduct the placement sessions late in the year, around
October. So that there is less scope of dynamic changes.
6) How are prospective employees affected?
As can be seen from the IIT Mumbai case the student received the Regret letter in the month of April.
By then all the scholarship opportunities to study abroad had closed and it was quite late to approach
other companies for campus placements.
7) When do cancellation/revocation of offer letters happen?
Cancellations happen due to various situations-
Economic Slowdown
Political instability
Environmental Regulations
Legal Compliance
Force Majeure
8) What is common between IIT Mumbai revocation and Gartner Revocation?
The two cases are similar in the sense that both were caused by economic slowdowns, the first one
due to the dot com bubble burst and the second one due to the corona pandemic. Another thing that
is common between them is the fact that both of the cases involve issues during the Pre-
employement stage of the process.
SCHOOL OF HUMAN RESOURCE MANAGEMENT
XIM UNIVERSITY
Employment Relations for Managers & Professionals

(ERMP)
Submitted to:
PROF. MOUSUMI PADHI
XIM UNIVERSITY
Submitted by-
TANYA- UH21124
TAPAS KUMAR PATRA- UH21125
TUSHAR KANTI- UH21126
UJJWAL PRASAD DASH- UH21127
Themes of ERMP
Pre-Employment
issue
Employment Bond Intellectual Property
Theories/
Reading Stories
Non-compete/ non-
Post-Employment
Disclosure
Parts of Employment Contract
• These details are mentioned in offer letter and also in

Explicit Manuals/code of conduct. E.g.: - Salary structure, Base
Location etc.
• These are the details which are not mentioned but can be
implied. For e.g.- Punctuality or come office on time,
Implicit Employer assuring for good career growth or Job
satisfaction, loyalty to organization, safe working condition
etc.
Barbash’s Analysis of the employment relationship:
 Only part of relationship between employee and employer is written down in an
employment contract.
 There is difference between explicit and implicit employment contracts. Employer and
employee enter into relationship and becomes to a written agreement.
 Formal employment contract covers only certain rights and obligations.
 Employee surrenders part of the autonomy and decision-making capacity while
employer expects them to defer to his decision-making authority.
 In return employer offers employee a measure of job satisfaction, status and may
create career opportunities.
There are mainly two types of contracts: -
• A written contract generally refers to a

written document outlining an
Written agreement between two parties. Most
common examples are rent
Contract Agreements, Employement
contract,etc.
• A Psychological contract refer to a

contract when psychologically you
Psychological expect an employer to give you
certain conditions of service and
contract similarly employers expect qualities
from you like loyalty, punctuality etc
Psychological contract doesn’t have any legal standing.

When not fulfilled it can lead to damage in following 5 ways: -
Moral
Low Motivation
Low commitment
Satisfaction level
Employee Engagement
Verbal Contract
Verbal/Oral contracts are those contracts which are words spoken or oral. This type of
contracts is used in Music industries, Ahmedabad diamond industry, while picking daily wage
laborer etc.
Oral contract is defensible as written contract. Advantage written contract has clarity of
agreement which keeps you safe from legal complications.
Carlill v Carbolic Smoke Ball Company
Mrs. Carlill & carbolic smoke ball company is an exemplary case where company (Carbolic
Smoke Ball Company) advertised that if you use smoke ball 3 times a day as prescribed by
them then there is no chance to contract pneumonia. It also advertised that buyer who found
it did not work would be awarded £100. Mrs. Carlill bought the product and used it. However,
she contracted pneumonia. So, she filled a case in court against company. This example shows
that acceptance doesn’t always have to be communicated to the other party. Doing what the
other party wants is acceptance.
Britannia Orange Biscuit Case
Another case is about Britannia where its orange cream biscuit had a picture of orange on its
packet but later on the it started mentioning it doesn’t include orange pulp as people assumed
that since the packet had the picture of orange, the biscuits will contain pulp of orange.
Puffing Advertisement
Puffery is a legal way of promoting a product or service through hyperbole or oversized
statements that cannot be objectively verified.
ASCI
It stands for Advertising Standards Council of India. It is the governing body which controls
over advertisement and states that advertisement should be reasonable & should not be
misleading.
Puffing Advertisement ASCI Logo

Offer and Counter Offer
Acceptance should be given in the manner prescribed & by the time period specified. Simple
example of preference can be Like going to restaurant, going through its menu and ordering
food is also means of acceptance.
Offers are also known as proposals and when these proposals are accepted then it’s called an
agreement.
All Proposal are agreements but all agreements are not contract.
For e.g., Social & political agreement etc.
Acceptance is always unconditional and the moment when condition applied then its
counter offer.
After counter offer has been made then it is in the discretion of the employer if they want to
accept the counter offer.
Offers will have terms & condition and counter offer is made with new terms and conditions.
SCHOOL OF HUMAN RESOURCE MANAGEMENT,
XIM UNIVERSITY

(ERMP)
Submitted to:
PROF. MOUSUMI PADHI,
XIM UNIVERSITY.
Submitted by:
SOUBHAGYA RANJAN MISHRA - UH21120
SUBHASISH SWAIN - UH21121
SURAVI SARKAR - UH21122
TAHZEENA HODA- UH21123

DATE – 20/07/2021
ERMP LECTURE 4
I. CASE DISCUSSION 1: Mata Consultancy Services
1. Details provided in the case:

• Mata Consultancy Services was the first company that had come on the campus for
recruitment
• Kaplesh and his fellow batchmates got placed in the company but the IT industry was hit
by an economic slowdown.
• Eventually, many companies did not visit the campus.
• Kaplesh decided to take MBA entrance exams and secured admission to XIMB and
joined the institution.
• But his friends had to wait for 6 months to hear from the company.
Finally, after 6 months, Mata Consultancy Services sent out a revised offer letter.
• The students were made to accept the revised offer letter which had a change in the
compensation figures.
2. Discussions related to the case:

i) Concept of Revised Offer Letter:
▪ Any offer made by an employer to an employee bears specific Terms and Conditions.
The moment the employer wishes to make changes in the Terms and Conditions of an
offer letter, it will be considered as a fresh offer. For that purpose, a revised offer letter
is required to be sent out by the employer to the employee, and a fresh acceptance of
the revised offer letter should take place to make it a valid offer.
▪ In the case of Mata Consultancy Services, they made changes in the material terms and
conditions of the revised offer letter i.e., salary figure or compensation.
Material terms and conditions are important parts of any contract made.
ii) Employer’s POV and Employee’s POV:

▪ From the employer’s point of view like in the case of Mata Consultancy Services, the
offer letter sent out to the students post 6 months was a revised offer letter but
from the employee point of view, here the students, it was a new offer letter being
given to them as there was a change in one of the important parts of a contract, i.e.,
the change in material terms and conditions.
▪ Mata Consultancy Services wants to ensure that the students have fresh acceptance
to the revised offer letter as the company can face a breach of contract if the
students do not sign the newly made offer letter and accept it.
iii) Why Mata Consultancy Services is not under any pressure of facing any legal consequences
of breach of contract?
Mata Consultancy Services had already prepared a cushion for themselves against legal
consequences by linking the terms and conditions of the initial offer letter to the revised
offer letter.
The original offer letter had a particular clause in the terms and conditions that the
company is free to change or revise its terms and conditions at any point in time. It also
stated that they will be governed by the policies, rules, regulations, practices, processes, and
procedures of MCS as applicable to the employees and the changes therein from time to
time. This clause in the initial offer letter which was originally accepted by the students is
the reason why Mata Consultancy Services will not have to face a breach of contract.
iv) Why do such cases of changes in original terms and conditions not seen in PSUs often and
mostly in the IT industry?
In PSUs, there operates a larger framework, and the company’s policies are aligned with the
government’s policies. The government will never apply a clause in the organizational
policies of PSUs that is detrimental to the employees and the main objective of government
and PSUs is to generate employment, therefore such cases of revised offer letters are less
heard of in PSUs.
On the other hand, IT companies, though being private are still under the purview of the
policies of the government to some extent. They would also generally not add any clause
which is detrimental to their employees or their goodwill in the market. The primary
objective of these companies is generating revenue and maximizing profits. During times of
economic slowdown, it affects the company adversely and therefore they go for revised
offer letters for their newly hired employees where they make changes in the material
terms and conditions to prevent the company from making further losses.
II. CASE DISCUSSION 2: WIPRO Case Study:
1. Details provided in the case:

▪ Due to the economic slowdown in the IT sector, Wipro had managed to absorb and
provide the proposed job role to only one-fourth of 13,500 engineering students to
which they had made offers at the campus in 2007-08.
▪ Wipro has also issued 8000 new offer letters to engineering students who will join the
firm next year.
▪ Wipro offered a change in the job role to its newly recruited employees.
Wipro offered WIPRO BPO with no change in the initial salary figure.
▪ Reason of employer to take this step (Employer’s perspective):
-There was existing demand for staff in the BPO wing.
-Therefore, WIPRO decided to shift its new recruits from the IT wing to the BPO wing proving
the same salary.
- This way they balanced out the increased supply in the IT side and fulfilled its demand in the
BPO side.
▪ Why were the students dissatisfied with the change in job role, even though they will be paid
the same salary? (Employee’s perspective)
- Working in a BPO wing as their first job might damage their profile as engineers
- Their experience as BPO workers may not be considered relevant as work experience in the
future (12-18 months as and when required).
- The students had to deposit money.
2. Discussions around the case:

i) What was the primary purpose of Wipro of changing the job description?
The primary reason is that Wipro wanted to go for a damage control exercise and maintain
its goodwill by changing the job description in the material terms and conditions of the
revised offer letter.
ii) What should a student do in such scenarios of economic slowdown?
For a student who has the burden of a heavy loan, the student will accept the job offer.
III. THEORETICAL DISCUSSIONS:
➢ The pre-employment issues that may arise after the acceptance of the original offer letter may
turn into scenarios like:
- Cancellation of job offers
- Deferred job offers
- Reduced salary
- Change in the job profile
These issues may arise due to change in political, economic, social, technological,
environmental, legal, and force majeure factors.
Thus, if such scenarios take place, the companies usually issue a fresh offer letter (revised offer
letter) with changes made in terms and conditions and a fresh acceptance from the employee’s
side should be acknowledged to make this a legal contract.
➢ To make a contract legally valid, a contract needs to have 4Cs in it:
- Consideration: It answers the question of ‘What is there for me?’ for both the parties –
employers and employees. The employee receives salaries, fringe benefits, etc. and in return,
the employer receives services/discharges in exchange from the employees.
Consideration can be both in cash or in kind.
Example of consideration: In some companies, they do not want their ex-employee to work for
a competitive firm post-employment for a certain period, say, 1-2 years. In such cases, the
company ensures to put a non-compete clause in the terms and conditions of the employment
whereby post-employment the ex-employee will be given a hefty sum called Severance Fee and
is offered a Gardening Leave for a certain period, during which they will not be working in any
similar industry or their competing firms.
Here the surveyance fee stands to be the consideration.
- Competence – A person who is capable to sign the acceptance, should be an adult and
should not be of unsound mind.
- Consent – it is the agreeability to acceptance of an offer and should always be free. It should
be free from coercion, untrue factions, and misrepresentations.
- Cause: It is the object of forming the contract which should always be legal.
ERMP Lecture- Synopsis
23rd July 2021
Reported by: Siddharth Sourav(UH21116)
Smruti Sephali Gouda(UH21118)
Sonali Pattnaik(UH21119)
Theoretical Discussion:
Revised compensation structure in offer letter -
• A revised offer letter can have an upward/downward revision in pay package.
• While there is a downward revision due to economic factors and other reasons, there can an
upward revision due to several reasons-
1. an organization strategy or branding (paying better than competitor by foreseeing
challenges)
2. change in compensation policies of the company
3. compensation strategies for attracting and retaining talent in a particular field
4. people unwilling to move to a specific location
• Mergers/acquisitions can result in upward or downward revisions.
Free Consent-
• Consent should be free and fair. It should not be of undue influence or coercion.
• It should not be obtained by misinterpretation, fraud, undue influence (agreement when person
has authority over you like manager in office or trusted family member asks to sign papers), or
mistake.
• Contracting parties must agree of the same thing in the same sense (meeting of the minds or
consensus ad idem).
• If consent is not based on free consent, it is void.
E.g. Signing contract with someone who is under age is considered as void.
• But whenever there is a misrepresentation the contract is voidable (i.e., The contract becomes
void if the acceptor wishes to disregard the fault else action is taken)
Misrepresentation-
• Faulty statement from one party that affects the decision of the other party and induces them to
enter a contract.
E.g. – If a candidate’s CV says passed out of NIT (this might make the employer think of National
Institute of Technology) but in case it is Nalanda Institute of Technology it is a misrepresentation
of facts.
Negligent Misrepresentation-
• When an employer makes a statement based on his assumption (without verifying the fact),
merely to induce the employee to accept the employment contract.
• Innocent Misrepresentation. – when a person makes a statement believing it to be true.
E.g. A person selling his old car to another person stating that it is in good condition and he is
genuinely unaware of the fact that the car has met with an accident and has been repaired.
(Only if vehicle has been used without the knowledge of the owner)
Fraudulent or Willful Misrepresentation

• When an employer makes a statement knowing that it is false, to induce employee to accept the
E.g. :- i) HCL gave an offer letter and delayed in giving joining date to the candidate. After 5-6
months, it conducted a pre-requirement screening test.
ii) Yahoo’s CEO Scott Thompson had to step down as he didn’t have degree in
Computer Science but it was mentioned in his resume.
Misrepresentation and Fraud
Misrepresentation Fraud
• Intention is not to deceive or dupe. • Intention is to deceive.
• Person making the statement believes it to • Person making the statement knows it to be false.
be true.
• It is voidable. Respective party asked to • Respective party charged with IPC 420-criminal
pay the damage or rescind the contract. action.
• According to Indian Law, it is charged • According to Indian Law, it is charged under Section17
under Section 18
• E.g. A Student mentioned NIT in his/her • E.g. A person knowingly getting a caste certificate to
form without elaborating the entire name of elevate his rank in UPSC exam to get a higher post
the college unknowingly, which was like IAS.
misunderstood as National Institute of
Technology by the respective authority.
Misrepresentation
(Employer’s perception) –
• a candidate giving an overstatement of

qualification/experience/salary.
• It might be a negligent misinterpretation,
but it is a willful misrepresentation if the
candidate fails to communicate that,
when asked.
• The employer can proceed against
employee under detrimental reliance.
• Suppression of qualification/experience/health information is directly willful misrepresentation.
Misrepresentation
(Employees perception) –
• Cancellation of job offer(Infosys case

study), change in original joining date
and deferred job offer without
specific joining date (Wipro case) are
negligent misrepresentation but if
they are not transparent it is willful
misrepresentation.
• If frequent changes to joining
date/change in original joining date
and then cancellation/delay in joining
and change in job profile/delay in
joining and then a screening test are
all willful misrepresentation.
Case Study
Aishwarya Hota – UH21070
Akash Routray – UH21071
Phillips Carbon Black:- Rejecting a job offer? Get ready to pay penalty
1. Offer letter and Acceptance -

• Offer letter is an offer of employment but it does not indicate the actual commencement of the
employment until and unless it is accepted by the employee which acts as the proof that the
employee relationship(contract) has started.
• In this case, the hopeful VP has accepted the offer and then backed out which resulted in the
breach of contract.
• As the penalty clauses were explicitly mentioned in offer letter and the probable candidates
accepted the offer letter(contract) being fully aware of the facts.
2. How does rejection of an offer letter affect the company?

• Employees renegading on the offer by taking the offer but not upholding it or not joining
(Dishonoring the contract).
• Recruitment cost
• Every day the candidate delays joining, the seat is vacant, incurring indirect costs to the company
3. Why don’t all companies have the penalty clause?
• Brand value of the company is affected.
• Candidates may have second thoughts while joining
• Companies can suffer much more loss through legal action than in recruiting candidates
• Difficult to quantify the cost of lost revenue, lost work, and position remaining vacant.
• In case employee sends legal letter for proof of the 5% penalty calculation, it is difficult to prove
clear facts and figures.
• Hence, gamification is used to check employee engagements
1. First Intent of Offer is given by Employer.

2. Acceptance of offer is signed back by the Applicant.
3. Penalty for not joining is imposed on the applicant and the staffing agency (because of sending
people without due diligence, without knowing whether they want to join/not)
4. Penalty clause imposed due to detrimental reliance
Next class Topic : Detrimental Reliance

Next Class Case Study:
1. KPMG Case – Allu Neetha (UH21072)
2. Grofers Case - Shivangi Kakkar (UH21073)
Anokhi Dhiren Gandhi (UH21074)
ERMP Lecture - Synopsis
SUBMITTED BY:-
• SHREYASHI MONDAL (UH21113)

• SHRIYA MAHAPATRO (UH21114)
• SHUBHAM GOEL (UH21115)
CASE STUDY DISCUSSION

CASE STUDY 1: The Grofers Case By: Anokhi Gandhi (UH21074)
Shivangi Kakkar (UH21073)
• Anshuman Gupta was offered a job from Grofers, Gurgaon. He accepted the offer letter
after the company verified all his credentials and application. He relocated from Gurgaon
from Ghaziabad only after the confirmation from the company
• Grofers declined to honor the offer letter after relocation due to which Anshuman decided
to file a case against Grofers with his lawyer.
• The damages claimed by Anshuman with the help of his lawyer are Deposit for rent, Rs
21,000 for legal notice, travel, and relocation expense.
CASE STUDY 2: KPMG Special 26 By Allu Neetha (UH21072)
• A group of people interviewed and issued fake offer letter to aspirants mainly from Andra
Pradesh, by conducting interviews in the same office building as KPMG but in different
floors.
• Candidates were asked to transfer money as security money and were called from numbers
similar to the company board line. Similar cases were reported in TCS and Hyundai Motor
India and they did different methods to try to stop such incidents.
• Companies told aspirants to validate such incidents and to be aware of any fraudulent
misconduct.
THEORITCAL DISCUSSION
Employment Contract is Bi- Lateral (when two specific parties are involved) and Executory (When an
employee gets into a contract, there is a promise made by both the parties to each other. In this,
both of them agree to discharge some obligations towards each other. These obligations in the
contract remain to be fulfilled)
Detrimental reliance: A term used to force another to perform their obligations under a contract,
using the theory of promissory estoppel. On the grounds of Promissory estoppel, the employee can
claim damages for detrimental reliance. An employer may be held liable if the promise of
employment results in a loss of some kind to the candidate. Generally, such a claim arises when an
employer makes a job offer and the candidate, in relying on the offer, loses or gives up something of
value in order to accept the offer, only to have the employer rescind the offer.
Example- A candidate can claim when leaving an existing job or incurring moving expenses to
relocate for the job that an employer offered as discussed in the Grofers case.
Recommendations for employers as per the NACE Principles:
1. Minimize negative consequences to candidates and consider alternatives that will require
not to revoke the offer.
2. If the offer must be revoked, it is strongly encouraged that assistance to the affected
candidates be made which may include, but is not limited to
• Reimbursement for expenses incurred in their acceptance of employment, such as travel
and relocation expenses.
• A provision for short-term financial assistance.
• Services to aid the candidates in securing other employment.
3. Alert the candidates about the changes in employment status as soon as possible to enable
them to make informed decision.
4. In case the offer is deferred by more than 3 months then give employees short term
financial assistance.
What should the Employment contract contain?
• Description of duties- It should clearly include the name or title of the position as well as the
essential job functions or duties of the position, place or location where the duties will be
performed and to refrain from activities that would damage the company’s business.
• Terms of agreement- It should clearly state the length of the agreement and indicate that
employment is ‘at-will’, meaning that employment relationships can be terminated by either
parties at any time with or without cause and for any or no reason, with or without notice,
or by providing some minimum form of notice such as written notice 7 or 14 days prior to
termination.
• Compensation - An employment agreement should clearly set forth the terms of the
employee’s compensation. An agreement should address any form of base compensation
such as salary, hourly wages, or commissions.
• Benefits – It should clearly state Travel related benefits and Insurance (health, dental, vision,
life, or disability insurance)
• Performance targets – If the employer has any specific performance goals or benchmarks
that it expects the employee to achieve, obviously, those terms should be clearly set forth in
any written employment agreement.
• Termination – A vital provision in any employment contract is the one that deals with the
termination of the agreement and of the employment relationship itself. If an employment
relationship is not at-will, then a termination provision must address under what
circumstances the employment contract can be terminated, who can terminate the
employment contract, and whether the employee is to receive any form of compensation
upon termination.
• Restrictive covenants- Restrictive covenants are provisions that provide the employee will
not compete with the employer, solicit customers or solicit employees of the employer. The
goals of restrictive covenants are to protect the employer’s assets, goodwill and its
relationships with its customers and its employees.
• Dispute Resolution- A dispute resolution clause is a written understanding between two
parties specifying what should happen in the case of a disagreement.
ERMP: Synopsis
30/7/2021
Revision: Detrimental Reliance; Misrepresentation

IMPORTANT: ERMP QUIZ on 9th August 2021
Reading on misrepresentation: McDonald and Thomas M Cooley Law School

(13102_Theme_1_Theory)
Class Action Lawsuit: File a law-suit against all people of a class.
Discussion 1: IIM-A & Flipkart Story

• Flipkart restructuring so deferring job offers
• Joining bonus of 1.5 Lakhs
• Flipkart promises to recruit at a later stage, but students have turned down
other offers in hope of getting offer letter from Flipkart.
Questions: Why would the students repent? What is the loss that students face?
What is IIM-A seeking from Flipkart? Why is Flipkart deferring?
Points: Students lose half package; contract maybe a transaction at a point of time,
but there is a relational aspect to it – Contract is not seen as a one time transaction
by many.
Discussion 2: IIT blacklists 31 companies

• What happened to start-ups offering jobs in IIT?
• Blacklisted by AIPC
• Strong message to companies, barred them for 1 year
• Revoking job offers, delaying joining dates, hired by affiliates (some turned
out to be fake)
KPMG fraud: IIT & IIM → What is the role of PlaceCom?
College Placement Employer

Committee
NACE Guidelines: Clause ‘E’, if employers delay the start date by >3 months, in lieu
of revoking, they should provide short-term financial assistance.
Discussion 3: Zomato & IIT-D: Zomato wanted day 0 at IIT-D without the appropriate
pay scale, hence gets rejected by IIT-D, takes to social media and says ‘high
handedness’ of IIT, gets blacklisted by IIT-D.
Discussion 4: No Cause – No Notice (HPS Noida)

• July 2011 letters sent out demanding resignation of 17 employees
• It was called ‘killer mail’
• Kalpit not assigned a project, not able to show skills
• CVs floating in the market
• Chaitali received a call at midnight asking her to join
• Rohilla says: Business going through ups and downs
• Retrenchment due to poor performance
• COO was on abroad trip
• Were the acts of HPS legal? Was it also ethical? – Yes, it was legal as the
employees have signed a legally binding contract. No it was not Ethical.
• What remedies do employees have?
• What will be the repercussions for the employee?
• Company not transparent about having problems to get abroad projects.
IMPORTANT line to mark in the pdf (14845_Course Material theme 1; pg 34;

Paragraph 3): “With their appointment letter stipulating a month’s notice ( and salary)
from either side before severing ties those sacked are fighting a lost battle.”
Employment Will: Enjoy services at will of employer, no cause, no notice is required.

ERMP LECTURE SYNOPSIS
Presented By :
• UH21104 – SAINI NAIK

• UH21105 – SALONI MISRA
• UH21106 – SANJAM KHURANA
CASE STUDY DISCUSSION

HEWLETT PACKARD FILES A CASE AGAINST MARK HURD FOR ACCEPTING OVER AT ORACLE
DETAILS PROVIDED IN THE CASE:
• HP filed a case against its ex-CEO Mark Hurd who has joined Oracle as the president
and member Board of Directors.
• HP argues he has been given 1. Financial benefits
2. Stock
3. Stock options
to protect HP’s confidential information during his employment and after his
departure.
• Hurd being the president and member Board of Directors at Oracle, cannot perform
his duties without necessarily using and disclosing HP’s Trade secrets and
confidential information to others as there is an overlap of functions in HP and
Oracle. This is called Inevitable disclosure.
• HP filed a case in the supreme court seeking injunctive relief and asking Hurd to
return the stock options for Breach of contract.
DISCUSSIONS RELATED TO THE CASE
• HP files a case in a period where Hurd has not yet disclosed any information. Still, he
will inevitably have to disclose confidential information at some point of time during
his service at Oracle. Therefore, this is a case of Anticipatory Breach.
• HP did not wait for an actual breach of contract to prevent loss of trade secrets
which could not have been compensated by Hurd in any case.
• Why did HP file a case before the actual time of performance?
The compensation will not be enough for the loss HP will undergo if it waits till the
disclosure of the trade secrets.
• Why not non-compete?
1. Due to legal Restrictions
2. Non-compete is a restrictive clause.
3. It can be smuggled with if we tie it with non-Disclosure.
Breach of contract
A breach of contract is a violation of any of the agreed-upon terms and conditions of
a binding contract. Whenever there is a breach, there is an obligation between two
parties. If one party fails to meet the obligations, then there are two options for the
injured party.
1. Keep the contract alive by accepting the flaws.
2. Recission of contract by settling all the dues.
Types of Breach
Anticipatory breach - An anticipatory breach of contract is an action that shows one

party's intention to fail to fulfill its contractual obligations to another party. An
anticipatory breach ends the counterparty's responsibility to perform its duties.
Actual breach - An actual breach of contract refers to a failure to meet the

obligations stated in a contract. This means the failure has already occurred and is
not something that is merely anticipated.
NOTE: 1. Time of performance is the main distinction between actual and

anticipatory breach.
REMEDIES for Breach of contract available to the injured party :

When either of the parties doesn’t keep their end of the agreement or doesn’t fulfill
their obligations as per the terms of the contract, it is a breach of contract. Due to
this, the injured party suffered a loss, and the damage should put both parties in
their original position, so there is no loss. There are a few remedies for breach of
contract available to the injured party.
Types of remedies :
1. Compensation – When a contract has been broken, the party who suffers is
entitled to receive compensation for any loss or damage caused to him.
Example- Jan peter had to pay six lakhs 94 thousand as compensation/damages
for not working for seven years after getting the training provided to him by the
company.
2. Injunction - An INJUNCTION is an order restraining a person from joining
another company or from doing a particular act.
Example – Jan peter cannot work for a similar airline flying the similar kind of
planes based on the training that he received from jet airways for a period of 7
years
3. Specific performance – whatever you have to perform as part of the contract
has to be performed.
Logic Of Damages :
Injured parties suffered a loss because of the contract and the damage should
put back both the parties in the original position i.e. no loss.
SCHOOL OF HUMAN RESOURCE
MANAGEMENT
XIM UNIVERSITY
ERMP-SYNOPSIS REPORTING OF AUGUST 11th
2021
Presented By:
• UH21101 – PRIYAM SHAH
• UH21102 – RAKSHITA SOLANKI
• UH21103 – SADASIV DIXIT
BREACH:
• Definition: A Contract is considered to be sacrosanct, and its sanctity should be
protected. When it comes to the contract, people have expectations and when those
expectations are not met, it leads to breach.
• Breach can result in:
1. Loss
2. Injury
3. Harm
It’s an event of default wherein the injured party can file for damages,
injunction, and specific performances.
For example: If Mr. X contacts a wedding planner regarding his wedding and then in
the end moment cancels the wedding. This is a breach and in this case the wedding
planner can ask for compensation to Mr. X
DAMAGES:
Because of the above consequences of breach of law, there are damages that the party at
loss can ask for. They are restorative in nature and should always be reasonable.
Damages
Ordinary Special
ORDINARY DAMAGES:
• Something which is reasonably expected or is expected to naturally flow.

EXAMPLE: Mr. Rakesh was unable to take a flight to Kochi via Indigo as it got cancelled. The
damages that Mr. Rakesh can expect:
1. Money to be refunded or
2. Arrange another flight
• The affected party would be entitled to ordinary damages if they have naturally
suffered as a direct consequence of a breach by the other contracting party.
• Types of ordinary damages:
1. Liquidated damage: It means that contracting party consciously attempt to
estimate the loss and it’s a pre-estimate and is already mentioned in the
contract.
How is it pre-estimated?
The damage is measured, estimated and calculated in order to get mentioned
in the contract.
2. Nominal Damages: the party is entitled for the nominal damage when its
difficult/impossible to calculate the damage and is given only for the sake of
name, showcasing that what the other party did was wrong.
Example: Marathon Asset Management Limited Liability Partnership
Company where2 of the 3 business partners stole the downloaded data and
were filed for £ 1.5 million. However, the court awarded only £ 1as the
nominal damage because the stolen data was not used nor was proved to
had been used.
3. Exemplary/Vindictive damages: the party that breaches the contract may be
taken to court, not solely with the intention to seek monetary compensation
but for penalising the party and hurting the sentiments of the affected party.
In such cases the penalty would depend on the severity of the shock due to
non-performance of the contract.
• Remote consequences could also be there for a breach, but damages are not
awarded in that case.
• The damages arise out of the contract i.e., first the contract must be in place then
only a party can claim for them.
SPECIAL DAMAGES:
• When the special circumstances are known to both the parties, then only the injured
party can claim for special damages.
• Any loss that the affected party might have incurred as an indirect consequence of a
breach by the other party and in case of extra-ordinary circumstances when the
special circumstances are communicated to the other contracting party, in such case
the party who breach the contract is liable to pay special damage.
• Example: A spare part was supposed to be delivered by the courier company to the
mill. Now the part was the crucial part for the mill to operate and since the courier
company delayed the delivery, the mill remained closed. Here the mill filed the
courier company for the damages and for the profits they could have made had the
mill operated. All these could have taken place under special damages, but the mill
cannot do so as the courier company didn’t know the importance of the spare part.
So both parties must be aware of the special conditions.
Damages Penalty
• Restorative in nature • Punitive in nature. It acts as a
deterrent
• The objective is to compensate • The whole objective is ad
for any loss, injury or harm terrorem
• It should always be reasonable in • Penalties are much higher than
nature and should not be the actual damages
excessive
AD TERROREM: to terrorise and deter so as to not repeat or do the wrongful.

QUANTUM MERUIT:
A Quantum Meruit litigation arises in an event when an express contract is not completed,
or it is rendered unperformable by the contracting parties. Here in the quantity will depend
on the merits or facts of the case.
Example:
Bond which states that employee will
work for 2 years and if failed to do so then
will have to pay 1,00,00 as damages.
EMPLOYER EMPLOYEE
if the employee leaves in 18 months, then he can negotiate here as the bond mentioned
only about the 2 years and he had already worked for 18 months. So instead of paying
1,00,000, the employee can pay 25,0000 for the pending 6 months.
So, the court will look into the reasonableness of the damage. If it finds that the amount is
huge then the amount could be reduced.
Moreover, the Indian court sympathizes with the employee because there is asymmetrical
balance of power between the employer and the employee.
Date- 13.08.2021
ERMP Class Synopsis

Pallabi Ganguly- UH21098
Popuri Ravi Sankar- UH21099
Pratikshya Padhi- UH21100
Bonds have become commonplace these days because of increased rate of

attrition and infant attrition.
Attrition refers to the situation where the employees walk out of the
organization at their own will. Infant attrition refers to the situation where the
employee leaves the organization before completing a minimum period of
time. Minimum period varies from organization to organization.
In order to check this increasing rate of attrition, in recent times all employers
necessarily get an employment bond filled by employee when they offer a job.
ARE BONDS VALID CONTRACTS?
Employment bonds are valid contracts, breach of which leads to some
penalties or damages to be paid.
Offer+ Acceptance = Agreement
Agreement + Enforceability by law = Contract
For a bond to be legal the following conditions should be met:
• Capacity/competence
• Consideration
• Consensus
• Object/ Cause
Types of Bonds:
It is not exhaustive. The following bonds are commonly seen in the
organizations.
Scenario 1- Fixed Period- Type A:
In this type of bond, employee cannot leave the organization before a
stipulated period as mentioned in the bond. In case of resignation before the
Date- 13.08.2021
end of the stipulated time, he has to give 3 months of notice or 3 months’

salary in lieu of notice. If the employee resigns after the completion of the
stipulated time, then he is required to give 1 month notice or 1 month’s salary
in lieu of that.
Legality: Section 74 of Indian contract act, 1872
Consequence: Even though amount is fixed in the bond, Court of law can
reduce the amount on the ground of reasonability. The reasonable amount
cannot exceed the amount mentioned in the bond.
Scenario 2- Fixed period- Type B:

In this type of bond, if the employee resigns before the completion of the
stipulated time period as mentioned in the bond, the employee will be
required to pay a pre-estimated amount as damages. In this case, the
employer pre-estimates the amount the employee needs to pay as damages in
the event of breach of contract.
Consequence: Actual damages can be less than pre-estimated damages but
cannot exceed the pre-estimated damages.
Scenario 3- Special Fixed Period:

This is a special type of the first type (Type A) contract mentioned above.
Under this scenario, even if the employee is willing to pay 3 months’ salary in
lieu of 3 months’ notice for immediate release, the employer does not accept it
citing criticality of project. The employer coerces the employee to stay back till
the end of the 3 months’ notice period.
Legality & Consequence: Article 23 of Indian Constitution put a ban on any
type of forced labour.
Date- 13.08.2021
Scenario 4- Fixed period- Type C:

In this type of bond, if employee resigns before the stipulated time period as
mentioned in the bond, he has to return the entire salary paid to him during
the employment period.
Legality & Consequence: If employee has to return entire salary in case of
resignation, it comes under begar. Because employee worked for no
salary/wages in this scenario. Article 23 of Indian Constitution prohibits the
begar which is a type of forced labour in which a worker doesn’t receive any
payment for work done.
Scenario 5- Fixed Period- Type D:

mentioned in the bond, employee has to pay the amount of loss incurred by
the employer as damages. In this case, the amount of damages are not pre-
estimated by the employer.
Consequence: Responsibility of proving amount of damages lies on employer.
It is difficult to prove in court of law. So, employer should avoid this type of
bond.
Scenario 6- Fixed Amount:

mentioned in the bond, the employee has to pay a fixed amount as penalty.
The employer specifies the amount that has to be paid as penalty.
Consequence: Even though penalty amount is fixed in the contract, court can
reduce it on the ground of reasonability.
Date- 13.08.2021
Scenario 7- Prior Deposit:

In order to avoid situations where an employee walks out without paying the
bond amount, the employers have introduced this type contract where the
employee is required to deposit certain bond amount at the time of joining. If
employee leaves before the stipulated time period, the deposit amount will
get forfeited. In case the employee leaves after the completion of the bond
period, deposit amount will be returned to the employee without any interest.
Consequence: In case of breach of contract, employer can forfeit reasonable
amount based on actual loss incurred, instead of total amount of deposit.
Scenario 8- Training Expenditure:

mentioned in the bond, employee has to pay the entire training expenditure
that was incurred by the employer, for the concerned employee’s training, as
penalty. In this case, the training expenditure is specified in the bond itself.
Consequence: This is the most fool proof bond. But if actual training
expenditure is lesser than the amount specified in the bond, then employee
will have to pay actual training expenditure on the ground of reasonability.
Scenario 9- Foreign bond:

If company is sending its employee on a foreign project, the employee needs
to fill a bond which requires the employee to work in the same organization
after his/her return from the foreign stint. If he/she leaves the organization
before the stipulated time period, he/she will need to pay a specific amount as
mentioned in the bond.
Legality & Consequence: If employee entered into this contract at his own will,
then this contract is completely valid. The employee will have to pay the
amount that has been spent on him.
Date- 13.08.2021
Scenario 10- Non-release of personal documents:

In this type of bond, the employees need to submit their professional
certificates to the employer for a stipulated period of time. The employer
returns the documents after the completion of the stipulated period of time. If
employee leaves before the end of the stipulated period, the employer may
not release the concerned employee’s credentials and/or certificates.
Legality: Article 23 of Indian Constitution, Sections-15,19 of Indian Contract
Act,1872
Consequence: It comes under coercion as per section 15 and contract is
voidable (section-19) at the option of employee. This is also offence and
punishable under Article 23 of Indian Constitution. If employee doesn’t
challenge it in court of law, he won’t get any compensation/damages.
LAWS THAT GOVERN THE EMPLOYMENT BONDS

Section 15 of the Indian contract act: (Coercion)
“Coercion’’ is the committing, or threatening to commit, any act forbidden by
the Indian Penal Code or the unlawful detaining, or threatening to detain any
property, to the prejudice of any person whatever, with the intention of
causing any person to enter into an agreement.”
Section 19 of the Indian contract act:
When consent to an agreement is obtained by coercion, fraud or
misrepresentation, the contract is voidable at the option of the party whose
consent was so caused.
In case of breach of contract, aggrieved party is entitled for
compensation/damages for the loss he/she suffered. Under this scenario,
aggrieved party is entitled for ordinary damages which occurred directly by the
breach of contract and also for special damages which also occurred due to
breach of contract. But such situations which are causing special damages
should be known to both parties when they made their contract. Remote and
indirect losses are not entitled for damages.
Date- 13.08.2021

In case of breach of contract, aggrieved party is entitled for Penalty if it’s
stipulated in the contract. Penalty amount cannot exceed the amount
mentioned in the contract. Courts can reduce the penalty amount on the
ground of reasonability. Penalty clauses are legally viable in India.
Note: Amount of Damages for loss incurred should be proved in court of law.
But Penalty amount is not required to prove.
Section 75 of the Indian Contract Act:
When a person rightfully cancels the contract, he is eligible for claiming
damages that he incurred because of non-fulfillment of contract.
For e.g. Mr. A enters into a contract with Mr. B, a singer, to sing at his club for
1 month for Rs.500 per day. B sings at the club for 5 days but fails to turn up on
the 6th day. In consequence A rescinds the contract. A is entitled to claim for
damages which he has sustained through the non-fulfilment of the contract.
Article 23, Constitution of India:
Prohibition of human trafficking, begar and other similar forms of forced
labour.
XIM UNIVERSITY
ERMP - SYNOPSIS REPORTING, AUGUST 17, 2021
By:
1. Nishtha Bhatia (UH21097)

2. Tanushri Jain (UH21096)
3. Jagrit Nagpal (UH21095)
The session was solely based on Case storytelling, with some concepts
revised and learnt.
• Case 1: Corporate Bondage-Confessions of an Ex-Employee of

XYZ
Facts:
• Employee was working with XYZ company for the last 3 years
• XYZ is setting up a huge refinery complex in Gujarat and have
awarded the contract for the same to a foreign multinational
• XYZ wanted to send engineers abroad for training, and
employees started going abroad for the same, from January 2008
• For their overseas travel, XYZ had made a travel policy, which
was issued on December 21, 2007. In this, the various rules,
regulations were specified.
• In this initial policy, nothing was specified as against monetary
reimbursement by employees traveling abroad, in case they leave
the organization. Since there was no monetary bond, many
employees went for the assignment.
• On 2nd October 2008, the policy was modified & an addendum
was added with a monetary clause.
• As per the clause, if an employee leaves the organization, he
/she has to reimburse all the following expenditure incurred by
XYZ:
• Accommodation and food expenses
• Travel expenses
• CTC for the last/previous year
• 12% interest on the total amount
• Another clause stated: “In case the employee is sent to overseas
for training the employee is liable to payback a sum double the
salary and the allowances for the training period along with 12%
per annum from the date of commencement of employee’s visit to
another country, by way of liquidated damages due to the breach
of contract.”
• After coming to India, after 2-3 months, the employee in picture
got an excellent offer from another company and wanted to leave
XYZ by following proper procedures (completion of in progress
assignments, serving notice period), however, he was told to pay
around 40-45 L before leaving. He refused to do so, and
resigned. A legal notice was sent to his residence and he also
could not take up another job due to the absence of a relieving
letter from XYZ. Hence, he was forced to resume at XYZ and will
be bonded with the company till the end of year 2020.
Learning:
• If employees leave the employer after taking such foreign

trainings, it becomes a sunk cost for the employer.
• Legality and Consequence of Foreign Bond: If an employee
entered into this contract at his own will, then this contract is
completely valid. The employee will have to pay the amount that
has been spent on him.
• Also, the company had already mentioned in the Policy that it will
bring an addendum later.
• Type of damage: Ordinary damages - Training Expenses,
accommodation expenses, food expenses etc.
• Case 2: It’s a Bait
Basics to note:
• There are 185 types of visas in US with two categories

• Non-Immigrant Visa and Immigrant Visa
• L1A Visa and H1B Visa used by IT companies as the most common
way to employ people in the US.
• L1 Individual Visa is applicable to transfer a single individual by applying
petition for each individual separately whereas L1 Blanket Visa is
applicable to transfer multiple employees together with single petition to
USCIS.
Facts:
• XYZ joined CSC in 2013 and after working for a year, submitted the
documents for L1 blanket visa.
• His L1 Blanket visa petition got rejected for the reason under 221(g) -
'Specialised Knowledge' by USCIS so later filed an individual petition
along with the documents and Foreign services agreement.
• Foreign Services agreement
• XYZ required to work overseas for 2 or more years
• He was required to serve CSC at its offices located in India for 6
months from the date of his return to India from overseas
assignment.
• In any case he fails to appear for the interview or fails to provide
necessary assistance to the CSC in the visa application
process,10,000 USD has to be paid to the company towards visa
processing and other charges.
• In case if he returns to India before completion of his term
overseas, he has to pay the amount including Vice processing
fee, travel cost, allowance etc. to csc.
• If csc itself is unable to depute him at the overseas location within
6 months from the date of his visa stamping or csc ask him to
return to India before completion of his term there, repayment of
the Visa fee or equivalent cost borne towards his travel will not be
recoverable from him by csc.
• XYZ signed the agreement and entered into the contract.
• After waiting for almost 6 months, he was asked for further Request of
Evidence from USCIS.
• He requested the manager for premium process or cancelation of
application
• He received an admission letter from a prem B-school and thus planned
to file the resignation letter with the help of the manager.
• He was asked to pay 10,000 USD by the HR department as he was
under Foreign Services bond.
Points to ponder upon
• Was it justified to ask him for 10,000USD?
It is not justified as he attended the interview, provided all the necessary

assistance for visa application process as been required under section 3 of
Foreign services agreement. Even if it is the breach of contract, it’s because
the situation was not in his hand and he was nowhere at fault.
• Was it justified to ask him to stay for 6 more months?
As per the foreign bond, he has to stay after returning back to India from the
overseas assignment but in this case he did not even go overseas and did not
have a clear status of his visa so it would not be justified.
• What would have happened if he would not have been on good terms
with his superordinate staff?
If the dispute would not have been resolved internally, according to section 5
of Foreign Services bond, they might have to take the matter to the arbitration
and if still not resolved then further to the court. Court would have asked him
to pay only the reasonable amount as compensation that is 825 USD actually
incurred by the organisation as visa processing fee and not 10,000 USD which
is punitive in nature.
• Case 3: IITians refuse to join firms offering bonds

• The core idea of the case is that IITians refuse to join firms offering
bonds.
• Most students are unwilling to sign agreements with organisations
straight away.
• According to students of IIT Kanpur, the agreement will tie them down
to an organisation, which often tends to hold them back, thus making
them unable to navigate around the job market.
• At IIT-Bombay, 90% of the recruiters don’t insist their students sign
bonds. The case is quite similar to the other IIT’s.
• Companies want students to sign a commitment to stick around in
return for the intensive training that they put on fresh graduates.
• The IIT-Bombay placement head says that students in the past have
worked in companies for decades. He agrees that it’s discouraging for
students to sign bonds as it is unclear for them to rightly fit into a
particular company.
• Case 4: The Story of Blue Dart Aviation
Facts:
• Blue Dart Aviation (BDA) required a commander for their Aircraft (

B-737-200)
• Mr. Krishan Kishor Soni (KK Soni) was recruited to the said post
and was offered the job of Training Commander, during
September 2003
• Conditions:
• Serve the company for a period of 3 years post training
• Execute an indemnity bond for a sum of Rs. 10,00,000
• Not disclose any technical know-how or other confidential
information to anybody in any manner
• Training was provided to K.K. Soni at CONAIR, Johannesburg,
South Africa and BDA incurred an expenditure of an amount of
Rs. 6,92,000 and subsequently, KK Soni was certified to be a
qualified commander
• Post training, K.K. Soni informed BDA about his intention of
resigning. BDA made enquiries and found that K.K.Soni had
joined Kingfisher Airlines
• BDA registered a complaint with Airport police station at Chennai
• A charge sheet was filed, alleging offence under 418 and 406
IPC
• 418: Cheating with knowledge that wrongful loss may
ensue to person whose interest offender is bound to protect
• 406: Punishment for criminal breach of trust
• The charge sheet stated, “KK Soni, with a dishonest intention,
induced the Blue Dart to recruit him for the training as a
commander by executing a bond and obtained training on the
expenditure of a sum of Rs.6,92,000, incurred by the
organisation. The conduct of KK Soni would attract the offence of
criminal Breach of trust and cheating by way of giving false
representation.”
• Court’s verdict
• On the facts of this case, the allegation that K.K.Soni with
dishonest intention had induced the company to recruit him
for training, as a result of which the company incurred
expenses and lost a sum of Rs. 6,92,000/ - is not well
founded.
• The facts do not reflect any deception at inception on the
part of the employee.
• The conduct of the employee may well be unethical but
the same cannot be termed illegal and hence case
under 418 and 406 IPC is invalid.
• The remedy for redressal against breach of contract is
before a Civil Court, and not a Criminal Court.
School of Human Resource Management
XIM University
Employee Relations for Managers & Professionals
(ERMP)
Date: August 25, 2021

Submitted to:
Prof. Mousumi Padhi
Submitted by:
Krushita Sampat (UH21092)
Abhay Singh (UH21093)
Naibedya Kanungo (UH21094)
Case Study Topic: Congrats you are……… selected please pay up!
A short synopsis of the case study:

Spicejet launched the cadet pilot programme in 2006 to identify young people driven by their
desire to make a profession out of flying. Shortly after the Jan Peters case, with the
enforceability of contracts under question and the industry facing tremendous pressure
undergrowth and influx of new players, airlines turned to self-sponsored education, which
gave rise to the concept of ‘Cadet Training Programs’.
The LOA of Spicejet stated the following points:
1. Appointment as a cadet pilot in the flight operations department as a part of CTP.
2. Will be paid a consolidated monthly stipend of Rs. 10500 per month
3. This stipend is subject to TDS
4. Looking forward to a mutually rewarding relationship
The airlines will pay a stipend during the training, and in lieu of that, the candidates sign a
training bond with the organization binding them to serve for 1.5-2 years under various cases.
On the first day of CTP, the HR department welcomed the cadets and issued the company
pilot uniform and employee ID card.
However, in 2008 Spicejet issued termination notices to all cadets training in the US for a
Commercial Cadets License. Those undergoing training after selection have also been given a
week’s notice to look elsewhere. This, after the cadet forked out a hefty amount of Rs. 25
Lacs. The cadets were not given any guarantee that they will be absorbed.
Important points to note:

1. The Cadets were treated as employees by providing them with employee ID cards and
uniforms. However, they were given a monthly ‘stipend’ as a trainee would receive.
At the same time, TDS was cut from the stipend regularly, which ideally should not
have been the case.
Case Study Topic: Right now, Indigo’s program is the best, if you do not want to end up
sitting at home after spending 45 Lac….
A Short synopsis of the case study:

Indigo had offered a conditional letter of intent to the Cadet Pilots, subject to successful
completion of their training program. Additionally, they shall be given a job only if there is a
vacancy within the respective teams.
At the same time of signing the Cadet Pilot agreement, the candidate is required to sign a
specialized training agreement whereby the candidate commits to serve Indigo for a specified
term, successful post completion of his training (CPL + Type Rating).
When an individual attends a CADET Program, the sponsor, i.e., Indigo, would get a ‘bulk’
discount of ~10%.
The total amount, however, will be paid by the Cadet itself. This basically means that
considering the interest on the lump sum amount + discount given by the training
organization, Indigo stands to make a gain of upwards of 5 Lac per Cadet.
Difference between Indigo and Spicejet’s method?
Indigo Spicejet
Intention revolves around training more and Intention revolves around make a profit out
more pilots of the cadet trainings
Offered an LOI based on completion of No mention of LOI
multiple conditions
End of Theme 2
Theme 3
This theme predominantly covers only Knowledge workers.

1. Ownership of resources/rights/IP can be by the Funding Agency/ Employee/
Employer. The same shall be explicitly stated in the employment contract.
2. Indian Patents Act, 1970 does not give any recognition to the invention of the
‘employee’. On the other hand, countries such as Japan & France recognizes the
innovation of an employee in the patent laws. This recognition can be in terms of
ESOP’s, profit sharing, etc, as stated in the contract.
Case Study Topic: Open-Source Development Story Part A

Perl Monks (Individuals who know Pearl Programming Language).
COP – Communities of Practice
Open-source development – Characterized by copyleft, i.e., free to modify/use/transmit
Tilly, one of the Pearl Monks, has been threatened with a lawsuit from his employer for
providing open-source development. His company claims owe=nership of all the GPL’d
work he has performed since the time he was hired. In his statement, Tilly warns open-source
developers of the dangers of the ‘work for hire’ provision in contracts, which entitles a
company to all of its employees' intellectual products, regardless of their applicability to the
company or whether or not the ideas were developed on work time.

1. Your employer does not own everything you do by the law, only by the contract you
may have signed. Therefore, read the document carefully.
2. Boilerplate contract- It’s a uniform/standard contract made for all employees and can
be tweaked basis the employees' requests.
Insightful stories shared during the session:

1. Mr Vikram Sarabhai and how the location of IIM was shifted from Mumbai to
Ahemdabad.
2. Shuji Nakamura and Nichia Corporation’s Blue LED Story
3. How Yahoo refused to buy Google for 1 Mil Dollars; and how Google later grew
bigger than Yahoo
School of Human Resource Management
XIM University
Employee Relations for Managers & Professionals (ERMP)
Date: August 25, 2021

Submitted to:
Prof. Mousumi Padhi
Submitted by:
K Swarasmita Senapati (UH21089)
Kiran Bedi (UH21090)
Nikita Malik (UH21091)
The case of Intellectual Property
James Dyson, for instance, had to abandon one of the elements of his complex vacuum cleaner
patents because he was unable to afford a renewal fee when he was still trying to start
production. His invention is now being used by his competitors. For innovators/inventors fees
are insignificant but they involve a great deal of obligations for individuals wishing to protect
their inventions while trying to market it. Even if the inventor takes out a patent, the benefits
of ownership may be difficult to acquire. Unless they are able to form their own company
to take advantage of their own invention, they need to interest a backer or manufacturer.
Petr Taborsky was a talented undergraduate student who worked as a lab assistant at the
University of south Florida college of engineering. He was working on a project to study the
method of making sewage treatment cheaper and efficient. He claimed to have made a reusable
sewage cleanser independently, which was potentially a major innovation in sewage technology.
He applied for a patent for the same. Although he claimed that the sewage cleanser was
developed separately from the university project, the jury found in favour of Florida progress
who claimed ownership of the invention. Petr Taborsky was convicted of stealing university
property that is his own notebooks that he purchased from the university store and used to work
through his ideas, leading to a sentence of 3 and half years. Due to the particularities of Florida
law,Petr started his sentence on the chain gang.
Key take away-
 Peter Taborsky and other “creatives” are essentially brain for hire, not self-owing
innovating minds.
 When it comes to copyrights, not many authors are able to assemble funds to print copies
of their publications and have their works reach the width of the market.
Difference between Patent and Copyright
Patent Copyright
 Patent serves the inventor  Copyright serves the author

 Patent is on an innovation which  Apply to original works of authorship,
means-the innovation has to be novel, it such as books, photographs, sound
has to be something which is based on recordings, motion pictures, and other
non-traditional knowledge and it has to artistic works in general.
have some value in industry. A patent
should be non-obvious as well.  An explicit condition for such creative
expressions to claim protection by
 It is applied on technologies and copyrights is that they be fixed in a
medical devices
tangible medium (because copyrights
 It prevents others from stealing the protect the form of expression rather
notion behind the invention and also than the subject matter).
deploys prevention measures to avert
selling and importing the patented item  legal right confers to the creator of
artistic work. It encompasses the right of
adaptation of work, reproduction,
distribution, etc.
Similarity between Patent and copyright-

Both patent and copyright allow the owner (not the inventor) exclusive right to economic
exploitation
Work for hire

Work for hire is better in India than U.S. as
 All the rights of copyright rests with the employer and the employer is treated as the author in
U.S. unless the parties that is the employer and the employee have agreed otherwise in a written
agreement
 Whereas, in India, the employee will be the author of the work and the employer will be the owner
of the work if it is proved that the work is created during the course of employment.
ERMP Lecture Synopsis

XIM UNIVERSITY
Employment Relations for Managers & Professionals (ERMP)
Submitted to:
PROF. MOUSUMI PADHI
XIM UNIVERSITY
Submitted by:
HarshitMishra-UH21086
Hridaya Ramanarayanan-UH21087
Ishwarya Bhandari-UH21088
✓ Copyright is not one right, it is a bundle of rights. These are the below set of rights:
1. Economic Rights
2. Non-Economic Rights, which is also called the Moral Rights.
Economic Rights Non-Economic Rights

1.They are owned by owners 1. They are owned by authors-
>Employees/Contracted Employees
2.Owner makes money/profits. For making 2.Perpetual, and don’t perish. Author cannot
profits can be transfer his/her rights
waived/assigned/transferred/not perpetual
Example: Producer and Inox Example: Javed Akhtar Case, he wanted
nothing to do with movie
✓ Paternity Right-Right of author to claim ownership over his work and have it attributed to
him
Example: JK Rowling is credited with the book written by her
Chetan Bhagat said to Vidhu Vinod Chopra, that why he is not acknowledging that 5 Point
Someone is taken by them in their movies 2 States
✓ Retraction Right-It is the act of taking back, or disavowing.

Example: Malala Yousafzai retracting publishing of her book in Afghanistan.
✓ Divulgation or Dissemination Right-Right is available only when the author is owner. If

the author is not the owner then this will not come into play.
Rosenstein Story:
1. Programmer who made accounting software for dentist.
2. Company was acquired by Northern Microcomputers
3. South African Law has no law assigning rights to employers.
4. Court could not stop Rosenstein as a author
5. Trade secret also acquired by company can’t use same program.
NOTES:
• In India and the United States the assignment is very clear; Rosenstein was an
employee the company he was writing programs for was acquired by Northern
Microcomputers.
• The South African law nowhere mentions that the employer will own copyrights.
However, since the company got acquired the trade secrets too have been acquired
and Rosenstein may not use the exact program but may develop a similar yet
differentiable program to be used.
• In India, according to the copyright act although the ownership of copyright initially lies
with the author of the work but when the work is commissioned by the employer all
copyrights lie with the employer and the employer will be treated as the author unless
the employer and employee have a written agreement.
✓ Lett Canada:
1. Experience Programmer employed by Canavest
2. Developed an asset management software and the rights were discussed
3. Lett quit the company and then also took the copies
4. Canavest restrained him from using the program
NOTES:
• As author he did not have the rights to use the program, however, he was asked to not
hand over the working notes which were part of far dealing.
• As Canadian law is more developed Lett was asked to give back the copies, this is
called Deliver up.
• Delivery Up: Whenever an employee is in possession of something which is
confidential, it could be a trade secret or something which violates Intellectual Property,
he is asked to hand it over back to the employer
• Fair use, is when you balance the right of the owner of the right with general users. It
is a balancing act that protects the rights of the owner and the users (here we are
assuming the author is the owner). This is a principle that permits a limited use of the
copyrighted material without obtaining permission from the copyright holder.
✓ Copyright is not an absolute right. E.g., Corona Virus design.
✓ Through these cases we learn that

• The South African law is underdeveloped as it does not assign rights to the owner
• The Canadian law is more developed and says that if the author has done something
for the owner then the owner will own all rights over the material
✓ NOTE: Copyrights, Trade secrets and Patents are three different things, do not combine.
ERMP SYNOPSIS
Chirag Goel UH21083
Debasmita Dash UH21084
G. Vindhya UH21085
We covered the following topics under Patent

a. Pre-invention assignment agreements
b. Pre-invention Assignment clause
c. Invention disclosure and power of attorney clause
d. Holdover clause
e. Intellectual property forfeiture or waiver clause
f. Use of prior inventions during employment and assignment of prior inventions
We covered the following topics under Determining of inventions

a. Typology of employees- specific invention/general inventive/non-inventive
b. Typology of inventions-employee inventions/service invention/free invention
c. Shop right
Pre Invention
This can be either part of the employment contract or joining letter or offer letter or separately.
For employees who are not hired to invent, like for HR or finance roles, there is no purpose to
have a pre-invention assignment if their role does not mandate invention. However, for roles like
scientists or the ones hired for invention, this clause is built-in from the beginning. Independent
contract agreements can also have this clause for people who have been hired for a particular
skill.
It has a number of parts to it
Understanding PIAA
1. IP Forfeiture clause
When you join a company, you list down all the projects that employee has worked on before
joining the company, the employer forfeits his intellectual property on projects that employee has
worked on. It is a clause that benefits employees and is a right where an employer forfeits his
rights over products listed down by the employee.
If you have forgotten to mention it or list it down, then the employer can claim it as its own and
the employee will not have rights over it.
2. Invention Disclosure clause
To prevent employees from hiding the existence of an invention, the employer makes the
employee sign an invention disclosure clause.
Three conditions that are put in Pre invention assignment agreement (organization will claim
right on it)
· Using organization resources and capabilities, time, trade secrets
· Result of work that is performed for the organization
· Organization’s current and expected future research and development
3. Power of Attorney clause
Employee is appointing the organization and its agents to act on their behalf to execute and file
documents that are needed for filing the patent.
4. Post Employment Invention Assignment Clause
Also called a holdover clause, if an employee does not want to disclose and will leave the
organization, go out and find a buyer to sell. This clause prevents employees from leaving
without disclosing the invention. According to the clause, when an employee leaves an
organization at one point, after leaving within 6 months if he/she comes up with something
related to the work that you have been doing for the past 1 year then it will belong to the
organization. The period cannot be extended indefinitely like 2 years as an employee can work
for someone else during this period. Holdover clause protects the interests of the business.
5. Using Prior inventions in the course of employment
Employees can share rights with the employer, license it to the employer to use, copy, modify,
create and distribute.
Classification of inventions
Employee’s invention: invention falling within scope of employment
Service invention: invention within scope of business but scope of employment
Free invention: invention not falling within scope of business or employment
Classification of Employees
Specific Inventive: Employees hired to invent for a specific product or device : example,
scientists
General Inventive: Employees hired to perform general research (R and D) but not hire to
invent, example, google encourages employees to work on their pet project
Non-Inventive: Employees not hired to invent, example, shop floor employee
Note : Mickey mouse design, softwares, training modules are copyright, whereas the camera
used is patent.
ERMP SYNOPSIS
Submitted By:
Ayushi Vashisth – UH21082
Ashish Kumar Manik – UH21080
Arutirtha Dutta – UH21079
Story 1 – The Satyam vs. Upaid Story
Details about the case: -
Upaid System Ltd. is a UK based company dealing with Mobile Payment Services. It specialised in this
sector with several patents and new research.
In 1996 Upaid developed an idea that would convert any telephone into a de facto pay phone. For
this, they needed to develop a software which they preferred to outsource. And in 1997, they ended
up with an agreement with Satyam Computer Service Ltd.
Rest of the timeline:
1998 - Upaid needed Satyam to share the rights. Upaid had to demonstrate ‘Unity of Ownership’ of
the IP rights in its invention.
1999 – Rights transferred
2002 - The relationship soured. And they finally ended it with a settlement agreement.
2005 - Upaid found that its patent was used by two of its competitors Qualcomm and Verizon.
2007 - Upaid failed in its attempt to go against Qualcomm and Verizon for patent infringement,
because It was later found that Satyam had forged 2 of the signatures. Upaid claimed US $ 1 Billion
for damage compensation from Satyam.
2010 - After acquisition of Satyam by Tech Mahindra. It paid a ‘liquidated damage compensation’ of
US $ 70 million.
Crux of the case:
The judgement says that the Memorandum of Understanding (MoUs) dealt only briefly with the
ownership of inventions and was silent as to any intellectual property rights. It did not specify
ownership of IP and it only talked about responsibilities in development. So, it should be learnt that
not to enter into MoUs that are short and relatively informal without assessing the costs and risks of
future litigation.
Non-compete clauses in this case never clearly specified that whether it should restrict employees
leaving Satyam from working for Satyam's competitors or the competitors of the client for which the
employees worked for. Such issues must be dealt with utmost importance.
Story 2 – Case of Prout vs. British Gas (1992)
Details about the case: -
Prout had an idea of vandal proof lamps which are placed around excavations in the highway.
He submitted his idea through the suggestion scheme.
British Gas did public trials but did not use it in the end.
Prout applies for Patent and gets ownership without any objection from British Gas.
British Gas then uses the same lamp idea proposed by Prout.
Since BG made use of his Patent without permission, Prout filed a case of patent infringement
against British Gas.
In the trial British Gas said that there can be no patent because the information out in the public
domain as there was a public trial conducted.
But the court held against it, because even though it was out in the public domain, it was still
insufficient to anticipate the exact patent. In the final judgement the Patent was declared valid and
British Gas was also made liable for breach of contract.
Story 3 - Samsung ordered to pay inventor W6 Billion
A short synopsis of the case- Chung a former employee of Samsung, filed a lawsuit against them
demanding a total of 18.5 billion in compensation for a technology he developed for Samsung that is
Image-compressions technology for high definition TV.
This technology led to many local and overseas patents and Samsung made a profit of 62.5 Bn Won.
the invention was special because now every company uses it hence it was a pathbreaking
innovation. Every company pays a royalty to Samsung while using image compression technology.
Samsung refused to pay to claim that he relinquished his rights to the patent when he accepted
W220 million in compensation.
Final Settlement
The issue wasn’t legal but was ethical. Court ordered Samsung to pay 10% of their profits generated
through patents to Chung that is 6 bn considering that Samsung generated huge profit for the same.
There have been cases that companies haven’t cleared informed the employee about the rewards
they are entitled to Inventions. If there are clearly set guidelines on what is the employees share it
would further spur employees to work harder and bring innovation.
Story -4 Nichia Corporation Vs. Nakamura
A short synopsis of the story- Tokyo district court ordered a landmark ruling ordering Nichia
corporation to pay 20 billion to Nakamura Shuji for his invention of the blue light-emitting diode. He
demanded a share in profits.
The court awarded the full amount stating that the invention he made was in his individual capacity
with poor research environment of the company and lesser resources. The court said that the
inventor deserves 50% of the total profit gained from the invention.
The company claimed that Nakamura was provided a great number of funds and red-carpet
treatment during his inventions. Nakamura received bonuses and fast-paced career growth.
Japan’s patent law grants researchers working at corporates to claim from company a sum
commensurate with the value of their inventions when they transfer patent rights and exclusive
rights to the company. However, no specific amount is mentioned and that leaves scope for
ambiguity
However, when the inventor doesn’t share the loss of the research why should they be entitled to
50% profit? It is a question to ponder on.
(E.R.M.P)
Submitted to –
Prof. Mousumi Padhi
School of Human Resource Management,
XIM University
Submitted by –
Anshika Gupta - UH21075
Lohitya Shreya Vinnakota - UH21076
Yuvraj Joshi - UH21077
Open-Source Development
 This is a case where employers allow IT Professionals to practice OSS in the term of their
employment even if not in the working time.
 People prefer Open-Source Development because, they are seen as professionals. Managers also
encourage the same.
 IT Professionals choose to do Open-Source Software (OSS) and it depicts professionalism in their
field.
 Companies try to own the employees’ work by making them sign IP Forfeiture Clause.
 The narrator is asking people to avoid joining the companies that try to own their OSS work.
Promissory Estoppel
 Sometimes the manager orally promises (no contractual agreement between 2 parties) the IT
professional to secure the latter’s IP rights. This is actually illegal according to Work for Hire
 Employees do OSS based on Promissory Estoppel and then organization tries to claim the rights
over employee’s work saying it comes under “Work for hire” contract.
 While the employee cannot legally enforce his right in the court, he can only contest in the court
based on “Promissory Estoppel” principal.
Hewett v/s Samsonite

 1963 – Hewett hired as a foreman, not hired to invent
 Made 3 prototypes – Patented by Samsonite
 Fired, asked to assign all rights, etc. to Samsonite
 Laid off due to downsizing
o Court ruled:
 Samsonite - entitled only for ‘Shop Rights’ -> no royalty is needed to be paid, non-exclusive, non-
transferable (As the employer can’t transfer rights, can only use them)
 Hewett is the owner, hence is free to license to competitors
Complete ownership – established in 2 situations:
Employer will be the owner when:
 Work for hire – hired to invent

 General inventive
Employee will be the owner when:
 Hired as non-inventive employee

 Is not using organization’s resources/people
3rd alternate situation:
Shop Rights
 Employee is the owner
 Employer doesn’t pay royalty to the employee
 Non-exclusive: Employee can sell it to competitors
 Non-transferrable: Employer can’t transfer rights anywhere
 Employee uses time & resources of the organization
For example, XIM can use my invention without paying any royalty. I can sell to XLRI, etc. where I’ll receive
royalty, but I’ll still have rights over it. I have ‘exclusive rights.’ XIM can’t give to XLRI.
If Samsonite had given a valuable consideration of even $1 in the ‘assessment of copyright’ then employee
would’ve signed away the rights to the employer.
Court said – no consideration given.
Herbert Morris Ltd and Saxelby

Parties involved –
Herbert Morris Ltd - An engineering firm in U.K. making specialized lifting machinery.
Saxelby – Employee who has spent long term in the company (employed since he was a 15-year-old junior
draughtsman.)
Facts of the case –
 In this case, we see that Herbert Morris Ltd had a huge market share.
 One of the reasons for having this huge market share is due to the organized way they conduct
their internal processes and how they were “superbly organized” (Organization and Methods)
 How did they manage to be “superbly organized” – By keeping extremely detailed records –
“E charts” and “L Sheets”
Events of the case –
Herbert Morris Ltd enforce an employment agreement against Saxelby.
Agreement contained two parts –
 Restrain of trade covenant

 Covenant against disclosure of confidential information
The firm Herbert Morris Ltd objected that Saxelby – a long term employee could use these detailed records
and provide the same to its competitors.
Saxelby’s stand to the above-mentioned action –
 He had no contact with the customers

 He had not abstracted information in any way, along with that due to the complex and detailed
nature of info, it was admitted that no one can really remember this info.
Conclusion – This type of organized way of carrying out a business could not be protected as a trade
secret. Someone’s subjective knowledge cannot be claimed as “Trade secret”.
Concepts covered –
The “organization skills” of Saxelby through the training and exposure at Herbert Morris can be a trade
secret. However, here Saxelby has knowledge of how Herbert Morris Ltd organizes the info. He doesn’t
have access to any data, and he has no contact with the customers.
 Objective knowledge – It can be captured, stored. It is a Trade secret.

 Subjective knowledge – It is individual knowledge and skills. It is not a trade secret.
The difference between objective knowledge can be understood with the help of an example –
A surgeon who has knowledge about the subject he is an expert at. For e.g., understanding structure of
body parts, critical regions while performing surgery and procedure to be followed. This constitutes
“Objective knowledge”
Knowledge/expertise in the way the surgeon executes/organizes his procedure to get the surgery done
that constitutes “Subjective knowledge”
The Story of Faccenda Chicken

Background of the case –
A former employee was into supplying poultry to butchers, restaurants. While Faccenda has lot of
information in its business which plays a crucial role in running the business successfully, some of the types
of info it considers confidential are –
 Delivery routes, days and time of deliveries

 Names and addresses of its customers
 Prices charged to different customers
Faccenda restrains ex-employees from using this information in their own business.
Outcome of the case –
Faccenda was forced to concede that as the information mentioned above was not kept confidential - it
was known to low level employees like van drivers and junior secretaries and thus it was not confidential.
Concepts covered –
 Unauthorized disclosure
 Which kind of information constitutes as “Trade secret” – Any information which is about any
internal process/practice of the company and can give the company a competitive advantage over
its competitors. Information which is out in the public domain is not a trade secret.
 Breach of the duty of good faith is applicable when the person is employed hence it will be
considered a breach during the term of employment only and not after the time when the person
has left the job (unless the information is a trade secret and the info sharing is limited in terms of
clearly written objectives by the company and not merely on employer’s say-so.)
 Three different types of information –
1. Trivial info - This is the information which is not confidential in nature. It can be revealed during the
tenure of the employee in the organization and post-employment as well.
2. Confidential info – This type of information cannot be revealed during employment however it can
be revealed post-employment.
3. Trade secrets – Strictly confidential information. Information cannot be revealed while employed
and post-employment, both.
ERMP Session Reporting
UH21072- Allu Neetha

UH21073- Shivangi Kakkar
UH21074- Anokhi Gandhi
Fiduciary Duty:
● Obligation/duty of employee towards the employer.
● Many places have explicit contracts/terms. In the lieu of absence, look at implied terms.
Injunction:
● Trivial
● Confidential-Cannot be disclosed during the employment tenure
● Trade Secret
➢ Cannot be revealed under any circumstances(even after termination of the
employee)
➢ As long as the trade secret is not out in the public domain, it remains a trade secret.
3 Criteria that must be met by Trade Secret:

● Not known/available easily.
● Has a market value.
● The legitimate owner has taken reasonable steps to ensure the information is kept
confidential.
Failing which, it is not a trade secret as it does not have legal standing in the court of law.
1
Case 1: Chevron Vs Leeson & Home Oil
Leeson
● Chevron’s chief development geologist
● Moved to work as a Canadian exploration manager for Home Oil.
Back Story:
❖ Chevron had been investigating Wolf Creek area for some time based on geographical
anomalies discovered. Although Leeson was aware of no more than the general location,
he was warned by his boss before leaving.
❖ Home Oil assembled land and brought in producing wells in wolf creek area. Post which
chevron sued.
❖ When Leeson left, a drilling company secretly acting on Chevron’s behalf brought in a big
well in WolfCreek, and the price paid for land in that area soared. Chevron assumed Leeson
had merely delayed using the confidential information.
Findings of fact however worked out in Leeson’s favor during the court trial
1. He had not known the detail of the information and not disclosed any information that
Chevron considered secret,
2. He used publicly available information, general geological knowledge to predict where
further finds might be made.
What CAN be considered Trade Secret in this case:
seismological information, detailed subsurface studies, or unpublicized well information.
What CANNOT be considered Trade Secret in this case:
Geologist’s knowledge of conditions, formations, and production characteristics of the area.
Case 2: Samarth Agarwal Case

Samarth Agarwal
● Former Societe General Trader
● Charged with trade secret theft and defraud for taking home a french bank’s code.
Back Story:
❖ Samarth Agarwal was arrested and charged with trade secret theft with the accusation
that he stole SocGen’s high-frequency trading system so he could replicate it at his new
job.
2
❖ He printed the pages of codes which were later found by the FBI at his home and was
caught on the camera stealing.
Final Verdict:
● He admitted to the offense and claimed that it having the code made his trading task easier
and he was encouraged by his managers to study it. His claims were deemed to be a
‘sympathy defense’.
● He was finally sentenced to 4 years of prison under US sentencing guidelines.
Case 3: Sergey Aleynikov Case

Sergey Aleynikov
● Former Goldman Sachs Group inc Computer programmer
● Charged with criminal offense for trade secrets theft and transporting stolen property
across state lines.
Back Story:
❖ Sergey Aleynikov was arrested and charged for copying and removing trading code from
Goldman before taking a new job at Teza Technologies LIC. He transferred a digital
copy to a hard drive outside the company’s server.
❖ He pleaded on the basis of an open and honest statement of responsibility stating he never
meant to cause any harm requesting a reduced sentence. However, it was countered as he
had been planning this move for months and was being offered more money at the new
than the former.
Final Verdict:
● He was charged with NSPA(National Stolen Property Act) and EEA( Economic Espionage
Act) as he crossed the boundaries in a non-tangible format.
● He was finally sentenced to 8 years of prison as well as a fine of $12,500.
● His Bail plea was refused as he was a dual citizen thereby at the risk of fleeing.
Unlike the case of Samarth Agarwal, Sergey was deemed to be wrongly convicted and relieved of
his sentence after serving 8 months of prison as he was not convicted earlier on the basis of any
stolen physical property and it was a digital copy that he has transferred.
3
Case 4 : Matrox
● Matrox is a graphics developer company

● The employees of the company would usually take 13-18 months to develop and bring to
market a display controller and drive for windows software
Back Story:
❖ Some former employees of Matrox were taking almost 3.5-5 Months for developing the
same software and they were working to create competing products to Matrox.
❖ The former employees had an Express Covenant which stated that they cannot use the
confidential information they had obtained, while working with Matrox, for two years after
leaving the organization.
❖ The employees still used this information, and here comes the dilemma, the case went for
trial after the NDA had expired. Hence, making it difficult to define the terms of the
Injunction.
Final Verdict:
● The court concluded and said that the employees had consciously or unconsciously used
the information to make profit for the competitor organization under the Springboard
Principle.
● Therefore, Matrox was awarded profits with damages as an alternative, and also, this was
possible because of the existence of an Express Contact making the process much easier.
Concepts Used:
● Springboard Principle - A person who has obtained information in confidence is not

allowed to use it as a springboard for activities detrimental to the person who made the
confidential communication, and springboard it remains even when all the features have
been published or can be ascertained by actual inspection by any member of the public.
Example - Matrox took a long time, 18 months to come up with something. The employees
the moved to another employer, despite having signed the NDA, revealed confidential
information and were able to come to market in 5 months. This is an unfair advantage.
● Account of Profits - The profit is considered to be not what the employee is making, the
profit is what the new employer has made from a share of profits is to be given to the old
employer. Account of profits is from taken from the employee, it is taken from the new
employer and given to the old employer.
4
Account of Profits happens when:
1. Competitors benefit from disclosure - the benefit is already done in this case. Thus, the
court is saying that the employer may sue the competitor. Can seek for competitors profits
instead of compensation for damages.
2. So that there is no unjust enrichment of the competitor.
Why can’t you ask for damages?
1. Very difficult to quantify damages when there is a Breach of Confidence. You do not know
how much damage has occurred. In this case, for example, we do not know how much
market share has Matrox lost.
2. The employee will not be able to pay. If you ask the employee to pay it will only limit the
damages, even if the employee is proven guilty. Impecuniosity - The condition of not
being able to pay.
How do you do this accounting?
1. Ask for all the profit generated by the employer on the sale of the product or service.
2. The second view says that, to manufacture, the competitor has also incurred cost of
Marketing, Advertising and Sales. Therefore, this must be deducted from the total profit.
Profit - (Marketing Cost + Sales Cost + Advertising Cost)
How do you protect Trade Secrets?
1. Obligation of Confidence/NDA
2. When Breach of Confidence happens – Apply for an Injunction or there can be an Anton
Piller Order or Seek for Damages on account of profits.
When do you grant a Temporary Injunction?
1. There is a Prima Facie (without getting into details, what looks very obvious, on the face
of it) case.
2. Balance of Convenience
3. When the probability of employer’s loss of business is very high due to breach of
confidence.
5
Case 5 : IBM and Paper Master
IBM sued Mark Paper Master for violating the non-compete agreement of 2006 and joined apple
as a Senior Vice President of Devices Hardware Engineering
Parties involved: IBM, Mark Paper Master, Apple
Back Story:
❖ Mark Papermaster leaves IBM to work for Apple. After a brief courtship in 2008 for a
different position, Apple identified Papermaster as the right candidate to head their most
cutting edge development team, in september 2008.
❖ A month later, he left IBM for what he called the opportunity of a lifetime. But IBM sued
Papermaster for violating a 2006 Non-Compete on the basis that Apple and IBM compete
in server and chip markets, even though Papermaster would not have been working in either
of those capacities at Apple.
❖ IBM claimed that Papermaster was in a position to divulge important IBM Trade Secrets.
❖ The problem here for both IBM and Apple was, in case of IBM, to argue that Papermaster
would be in a position to spill trade secrets the company would have to discuss those secrets
in front of the judge. Likewise for Apple, in order to prove that Papermaster wouldn’t be
leading an effort to give the company confidential information , it would have to shed some
light on his future plans. Since neither of the companies liked the prospect they decided to
settle.
Resolution :
● Apple argued that they are hiring Papermaster not for his engineering but for his leadership
skills, to which IBM argued Inevitable Disclosure, since he was such a senior person and
was privy to a lot of information. The court noted the same as Mr. Papermaster has been
inculcated with some of IBMs most sensitive and closely guarded technical and strategic
secrets.
● In counter, Papermaster claimed that he could recall only two non-consequential areas in
which Apple was, and only temporarily, in direct competition with IBMThe judge
concluded that since Intellectual Property is so central to IBM, the decision was made to
take the case to trial. However, both the parties ended up settling.
Settlement :
● It was agreed upon that papermaster will not join Apple for 6 months after leaving IBM.
Papermaster had already started working by this time, and thus, he had to stop working.
6
● It was agreed upon that Papermaster would come to court twice after he starts working, in
a three month period, and certify that he has indeed not leaked any of the information to
Apple.
Concepts Used:
Inevitable Disclosure – A legal doctrine through which an employer can claim trade secret to
enjoin a former employee from working in a job that may result in the use of trade secrets without
the need for proof or evidence.
Example - It follows the assumption that it is impossible for Papermaster not to reveal Trade
Secrets
7
XIM UNIVERSITY
(ERMP)
Submitted to:
PROF. MOUSUMI PADHI,
XIM UNIVERSITY.
Submitted by:
ABINASH NAYAK - UH21069
AISHWARYA HOTA - UH21070
AKASH ROUTRAY - UH21071
Date: 24th September 2021
RESTRICTIVE COVENANT/ CLAUSE
Actions:
● You will not disclose - NON-DISCLOSURE
● You will not compete- NON-COMPETE
● You will not solicit - a)client
b)employees NON-SOLICIT
Who draws these agreements - Employer; Hence lopsided as it takes into consideration just
one side.
Two cases that arise from post-employment :

● Discharge (Termination)- Involuntary discharge
● Resignation - Voluntary
3 APPROACHES OF NON - COMPETE
Pro-Employee Approach Middle Approach Pro-Employer Approach
● Taken by New York ● Manner of Discharge ● Taken by Florida

Court + Something Court
● Principle: Mutuality of ● Principle: Mutuality of ● The decision was
Obligation Obligation ( Shadow taken by the court for
● If an employee has Principle) the validity of the
been discharged and ● Presumption against contract to hold.
has not resigned then Enforcement - If the ● A non-Compete is not
Non-compete “per se” company dims the dependent on the
will not hold. employee to be manner of discharge
worthless then non- and therefore
compete cannot hold notwithstanding
● Bad Faith - In cases termination or
of bad faith or resignation.
absence of good faith
Non-compete cannot
hold.
● Balance of Equities-
Related to employee’s
conditions:
1. Economic
2. Family
3. Price
4. Difficulty
Approach Taken By Indian Courts:
Based on :
Principle: Freedom Of Occupation
Factors: Employee Mobility, Freedom to Pursue a Lawful Profession or Trade
For Example: In Pepsi vs Coke Case, the Delhi High Court ruled that” Injunction cannot be
granted to create a situation such as, ‘ Once a Pepsi Employee always a Pepsi Employee’
Outcome: Cannot be Enforced or Should not be Enforced

Others: Article 19 (g) of Constitution of India and Section 27 of the Indian Contract Act, 1972
★ If Court finds out any of this Restrictive Covenant, then it will strike it down by the Blue
Pencil Doctrine
BLUE PENCIL DOCTRINE:
The court determining that the restrictive covenant is overbroad and modifying them using the
standard of reasonableness so that they are narrowly tailored to protect the employer’s interest
3 conditions to be met when RC ( Restrictive Covenant) is Imposed. ( RC include Non-

disclosure, non-compete, non-solicit):
1) Ancillary : NC Employment Contract / Promotion

2) Legitimate: Business Interest
3) activity restrain duration, geographic scope, Activity that is being restrained.
NON-SOLICITATION AGREEMENT:
● A Non-Solicitation Agreement seeks to protect the interests of the
employer by restraining the employees from soliciting clients /
customers for competitors after the termination of employment
relationship.
● However, it does not prevent the employee from working for the
competitor but only restricts employees from soliciting the clients
/ customers of the previous employer.
Chatam Rule:
● Even when an employee is terminated without cause by the employer, it is perfectly fair
for the employer to prevent an ex-employee from exploiting, for his own benefit and /or
the benefit of his/her present employer but detrimental to the interest of the ex-employer,
the names, addresses, contact details, knowledge of their requirements, and the
goodwill generated by the employer or by the employee during the term his/her
employment.
● Reason: Non-Solicitation Covenant stands on a different footing (see the seven factor
non-solicitation test) than the Non-compete agreement.
UFG International Rule (Enforceable):

● Non-Solicitation Covenant poses even greater restrictions on employee mobility than
non-compete agreements and can effectively deny employees out of the prospective job
opportunities.
● Hence, it should not be enforced in the context where mutuality of obligation is destroyed
by the employer (termination without cause).
ERMP Lecture
Synopsis
Submitted by:
UH21066 – Aarushi Gupta
UH21067 – Hitansh Achantani
UH21068 – Abhishek Saha
Story: Microsoft and Google in a Legal Battle
1. Microsoft filed a lawsuit against Google on the pretext that Google hired Kai-Fu Lee, the former
vice president of Microsoft’s Beijing Research and Development Centre, in violation of a clause in his
employment contract that disqualifies him from working for a competitor for at least one year.
2. According to Microsoft, Dr Lee knew trade secrets about Microsoft's search engine technology
and China's business strategy.
3. Google said Mr. Lee will not work on anything that is competitive to what he did at Microsoft.
he will not work on speech recognition technology and he will work on matters related to
recruitment.
4. Mr. Lee had recently attended a very confidential internal briefing of Microsoft on how to
counter Google Strategy in China.
5. Microsoft, who had already won a temporary restraining order, tried to get a preliminary
injunction.
6. Microsoft and Google settled out of court in an undisclosed private agreement.
Concepts covered:
Laws in Silicon Valley allow companies to carry out Anti-poaching agreements, wherein companies
included in this agreement cannot poach talent from each other. It is important to note here that Anti-
Poaching Agreements are not legal/valid in India.
Location of filing the Lawsuit. Microsoft choose to file their lawsuit against Mr. Lee in Washington state
instead of California because Washington state courts had a relatively better track record of employer-
friendly judgements in cases involving a breach of a non-compete clause of an employee agreement.
Story: Vishal Bhalla and TCS
1. Vishal Bhalla was an employee at TCS for 4 years from 2006-2010

2. He worked under Elly Lily Account
3. He was privy to both TCS and Elly Lily’s sensitive information
4. He joined CTS in 2010 and he was hired for Elly Lily
5. CTS could crack a huge deal after Vishal joined Elly Lily
6. TCS on the other hand was in no clue how and why did this happened and later found out that
Vishal, ex-employee of TCS has joined CTS and has been hired for Elly Lily
7. TCS sent Vishal a legal notice
8. TCS demanded Vishal to immediately stop working for Elly Lily. If he doesn’t there will be legal
proceedings in the court of New York (TCS was registered in NY, USA)
9. Vishal informed his superior and they asked Elly Lily to intervene
10. Elly Lily refused by saying it’s TCS and CTS own matter, they won’t take any stance
11. As a result, CTS decided to remove Vishal Bhalla from Elli Lily
Note- Vishal Bhalla has signed Non-Discloser Agreement with TCS that in no circumstance, whether he is
working or has stopped working for the organization, no confidential information will be shared with
TCS competitors or with the general public.
This had a violation of trade secret and hence Vishal was sent a legal notice.
Story: Beckman Coulter and Wipro Biomed Case
1. Biomed division was based in India

2. It had a total of 80 people
3. Wipro Biomed was the sole distributor of Beckman Coulter International for Seventeen Years.
4. Beckman Coulter is a US based MNC of biomed instruments
5. Exclusivity agreement was signed because it cannot sell other manufacturer’s products.
6. Canvassing Representative Agreement was signed between the 2 companies.
7. Non-Solicitation Agreement: Neither Wipro nor Beckman Coulter should directly and indirectly
breach the agreement.
8. During February 2005, the CEO of Beckman Coulter was changed. And with that their strategy to
operate was also changed. They decided to operate directly in India without any distributorship.
They cancelled the Canvassing Representative Agreement with Wipro Biomed. They
communicated this to Wipro on September 2005 over a phone call. They finally sent a non-
renewable notice to Wipro On October 2005 that they are now going to directly operate in
India. After this Beckman Coulter released a pan India advertisement in leading English
newspapers on October 2005 which seeked to recruit position in Sales and Marketing, service
and support positions with experience of working in handling Beckman Coulter products.
9. 48 candidates were selected out of which 21 employees resigned from Wipro.
Analysis:
1. Wipro Biomed alleged that Beckman Coulter poached its employees. It went to court.
2. It was a breach of the non-solicitation agreement. It is a business-to-business case where the
non-solicitation agreement is between both the businesses. Beckman Coulter asked Wipro
Biomed to distribute its products and they will not sell other products (Exclusivity Agreement).
3. Through the advertisement, Beckman Coulter is trying to indirectly to solicit Wipro Biomed
employees only. Wipro got anxious that it’s businesses will fail.
4. The judgement of the court was that Beckman Coulter will have to compensate Wipro for
solicitation. However, the court does not stop the employees from joining Beckman Coulter.
Employees have the freedom to work anymore. The contract was only between the 2
businesses.

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ERMP-13/07/2021 Synopsis

1) Difference between LOI and Offer Letter-

Tenuous in nature Concrete/Specific terms and conditions

4) Situations where offer letters are revoked-

Insights from the case studies:

1) Why did Tata InfoTech and SLM defer the offers?

Employment Relations for Managers & Professionals

Employment Bond Intellectual Property

Parts of Employment Contract

• These details are mentioned in offer letter and also in

There are mainly two types of contracts: -

• A written contract generally refers to a

• A Psychological contract refer to a

Psychological contract doesn’t have any legal standing.

Puffing Advertisement ASCI Logo

Employment Relations for Managers & Professionals

SCHOOL OF HUMAN RESOURCE MANAGEMENT,

SUBHASISH SWAIN - UH21121

SURAVI SARKAR - UH21122

TAHZEENA HODA- UH21123

I. CASE DISCUSSION 1: Mata Consultancy Services

1. Details provided in the case:

2. Discussions related to the case:

ii) Employer’s POV and Employee’s POV:

II. CASE DISCUSSION 2: WIPRO Case Study:

1. Details provided in the case:

2. Discussions around the case:

III. THEORETICAL DISCUSSIONS:

➢ To make a contract legally valid, a contract needs to have 4Cs in it:

Fraudulent or Willful Misrepresentation

Misrepresentation and Fraud

• a candidate giving an overstatement of

• Cancellation of job offer(Infosys case

1. Offer letter and Acceptance -

2. How does rejection of an offer letter affect the company?

1. First Intent of Offer is given by Employer.

Next class Topic : Detrimental Reliance

• SHREYASHI MONDAL (UH21113)

CASE STUDY DISCUSSION

CASE STUDY 2: KPMG Special 26 By Allu Neetha (UH21072)

What should the Employment contract contain?

Revision: Detrimental Reliance; Misrepresentation

Reading on misrepresentation: McDonald and Thomas M Cooley Law School

Discussion 1: IIM-A & Flipkart Story

Discussion 2: IIT blacklists 31 companies

KPMG fraud: IIT & IIM → What is the role of PlaceCom?

College Placement Employer

Discussion 4: No Cause – No Notice (HPS Noida)

IMPORTANT line to mark in the pdf (14845_Course Material theme 1; pg 34;

Employment Will: Enjoy services at will of employer, no cause, no notice is required.

• UH21104 – SAINI NAIK

CASE STUDY DISCUSSION

DISCUSSIONS RELATED TO THE CASE

Anticipatory breach - An anticipatory breach of contract is an action that shows one

Actual breach - An actual breach of contract refers to a failure to meet the

NOTE: 1. Time of performance is the main distinction between actual and

REMEDIES for Breach of contract available to the injured party :

• UH21101 – PRIYAM SHAH