Indian Contract Act - Basics

Indian Contract Act-1872
05/01/2022
By: CA & CPA (USA) Eish Taneja
Major Constituents – Coverage
• Proposal,
• Acceptance,
• Consideration,
• Capacity to contract,
• Free consent,
• Mistake,
• Performance and discharge of contract, and
• Remedy for breach of contract etc.
05/01/2022 CA and CPA (USA) Eish Taneja

The Act Defines
CONTRACT
1. Document which contains essentials of what has been
agreed between 2 or more parties
2. Essential to define – what were the terms and conditions
3. Reason for “No dispute” or “All disputes”
The Top 3 essential elements which are present in a Contract
CONTRACT - According to sec.2(h), a contract is defined as an agreement enforceable before the law.
AGREEMENT - According to sec.2(e), every promise or set of promises forming consideration for each other.
PROMISE - According to sec.2(b), when a person made a proposal to another to whom proposal is made, if proposal is assented there to.

OFFER - According to Sec.2(a), when a person made a proposal, when he signifies to another his willingness to do or to abstain from doing something.
AGREEMENT = OFFER + ACCEPTANCE

CONSENSUS - AD – IDEM
According to Sec.13, meeting of minds or identity of minds or receiving the same thing in same sense at same time.

Agreement Legal Obligation
Contract
“All Contracts are agreements
but all
agreements are not Contracts .”
CONTRACT = AGREEMENT +
ENFORCIBILITY BEFORE LAW
ESSENTIAL ELEMENTS OF A VALID CONTRACT (Sec.10)
What agreements are contracts.—All agreements are contracts if they are made by the free consent of parties competent to contract, for a lawful consideration and with a lawful object, and are not hereby expressly declared to be void.
Valid Contract , Void Contract (cannot be enforced) and Voidable Contract ( enforced at the desire of aggrieved party)
Illegal Contract ( against the law)
Nothing herein contained shall affect any law in force in India, and not hereby expressly repealed, by which any contract is required to be made in writing or in the presence of witnesses, or any law relating to the registration of documents. (If any
law requires in writing, this law will not supersede that law)

Voidable
A – Part 1 Contract
B – Part 2 Contract- Forcefully consent is taken
Choice given at B Only
Accept Reject

TYPES OF CONTRACTS
Valid or Invalid CONTRACTS

Absolute or Contingent contract(Sec.
31-36) Click to add text
Express or Implied/Quasi
contract(Sec.68- 72)
 Executed or Executory Contracts

Valid contract - If all the condition are
fulfilled it is called as a valid contract.
Contingent contract - In a contract to do
or not to do something, if an event is
collateral, does or doesn't happen. ( I shall
pay you if India wins the match)
Express contract - When contracts are
either in writing or in oral. All written contracts
expressed are express contracts (any sale
contract is expressed)
Implied contract - When contracts are
neither in writing nor in oral. I visit a Doctor
and pay him after he performs the checkup.
Later on I cannot say that I shall not pay since
there was no contract to pay.
Absolute contract - A contract which is

not dependent on fulfillment of any condition.
Contracts ,may be Absolute or Contingent
Absolute – I shall pay him 1000/- for the book
purchased.
INVALID CONTRACTS
 Void contract (Void Agreement- Difference)

Is void(Void - ab - initio)
Becomes void
 Voidable contract
 Illegal contract
 Unenforceable contract

Invalid contract - In a contact if any
one condition is not fulfilled.
Is void (Void-ab-initio) - An
agreement which is not valid from the
beginning.
Becomes void - An agreement which
is valid in the beginning but due to
some supervening impossibility the
contract becomes void.

Voidable contract - A contract
which is valid unless until avoided
by either the party.
Illegal contract - An agreement
forbidden by law.
Unenforceable contract - It is valid
but due to some technical defect the
contract becomes void. In case defects
are removed ,contract is enforceable.
(lack of registration or signature etc.,)
OTHER TYPES
OF CONTRACTS
Executed contract
Executory contract
Unilateral contract
Bilateral contract
Executed contract - In a contract where both the
parties have performed their obligation, there is
remaining nothing to perform.
Executory contract - In a contract where both the
parties are yet to perform their obligation.
Unilateral contract - In a contract one party has
performed his obligation and other person is yet to
perform his obligation.
Bilateral contract - In a contract where both the
parties have performed their obligation.

Main important aspects in Contracts
OFFER
1. To Initiate any thing, offer comes first
2. The Offer if accepted, agreement done

OFFER
According to Sec.2(a), when a person
made a proposal, when he signifies to
another his willingness to do or to
abstain from doing something.

TYPES OF OFFER
 Express offer
 Implied offer
 Specific offer
 General offer
 Cross offer
 Counter offer
 Standing offer
Express offer - When offer is given to
another person either in writing or in oral.
Implied offer - When offer is given to
another person neither in writing nor in oral.
Specific offer - When offer is given to a
specific person.
General offer - When offer is given to
entire world at a large.(Carlill Vs. Carbolic
smoke ball Co.,)
Cross offer - When both the persons
are making identical offers to each
other in ignorance of other’s offer.
Counter offer - When both the
persons are making offers to each
other which are not identical in
ignorance of other’s offer.
Standing offer - An offer which
remains continuously enforceable for a
certain period of time.
LEGAL RULES FOR OFFER
Offer must be given with an intention to
create a legal relationship.(Balfour Vs.
Balfour)
Offer must be definite.(Taylor Vs.

Portington)
There is a clear cut difference between

offer, invitation to offer, invitation to sale.
(Harris Vs. Nickerson)

Offer must be communicated. (Fitch
Vs. Snedkar)
Mere statement “of price” is not an

offer.(Harvey Vs. Facey)

ACCEPTANCE
1. If Offer is accepted, its acceptance
2. The acceptance makes agreement
3. If rejected, Offer is cancelled
ACCEPTANCE
According to sec.2(b), when a
person made a proposal to another to
whom proposal is made, if proposal is
assented there to, it is called
acceptance.

LEGAL RULES FOR
ACCEPTANCE
1. Acceptance must be given as per
the mode prescribed by the offerer.
2. Acceptance must be given before
the lapse of time or within
reasonable time.
3. Acceptance must be unconditional.
4. Acceptance may be given by any
person in case of general offer.
 Acceptance may be given by any
specific person in case of specific offer.
 Acceptance must be communicated.
(Bordgon Vs. Metropolitan Rly. Co.)
 Mental acceptance is no acceptance or
acceptance must not be derived from
silence.
 Acceptance must not be precedent to
offer.
CONSIDERATION
1. Anything in return
2. Need not be equal /fair value
3. Must flow from each other

CONSIDERATION
According to sec 2(d) consideration is
defined as “when at the desire of the
promisor , or promisee or any other person
has done or abstained from doing or does
or abstains from doing ,or promises to do
or to abstain from doing , something , such
an act or abstinence or promise is called a
consideration for the promise .

CONSIDERATION
When a party to an agreement promises to do
something he must get “something” in return .This
“something” is defined as consideration.
LEGAL RULES AS TO CONSIDERATION

1)It must move at the desire of the promisor.
[Durga Prasad v. Baldeo ]
2)It may move by the promisee .
[Chinnaya v. Ramayya ]
3)It must be past ,present or future .
4)It need not be adequate .
5)It must be real .
6)It must not be illegal , immoral or opposed to public policy
.

STRANGER TO CONTRACT
It is general rule of contract that only parties to
contract can sue & be sued on that contract .
This rule is known as ‘Doctrine of privity’ i.e
relationship between the parties to contract .
Exceptions
1) A trust or a charge .
2) Marriage settlement , partition or other family
arrangements .
3) Estoppel
4) Assignment of contract .
5) Contract with agent .
6) Convenants running with land .
Contract without consideration is
void – Exceptions
Love & affection .
[Venkataswamy v. Rangaswamy]
Compensation for voluntary service .
Promise to pay a time – barred debt .
Law – Limitation Act
Completed gift .
Agency sec (185) .
Charity .
Contract of bailment sec(148 ) .
No consideration no contract
• [Abdul Aziz v. Masum Ali]

• [Kedarnath v. Gauri Mohamed ]

CAPACITY TO
CONTRCT

Capacity to contract
Following are the condition for a person
to enter into contract
• He must be of major in age
• He must be of sound mind
• He must not be disqualified by any
other law.
(wilful defaulter)

Disqualified persons to enter
into a contract
a) Minor
b) unsound person
c)others
i.e alien enemy,
insolvent,
convict,
company/corporation going against MOA / AOA

Minor
According to Indian majority act sec(3) minor is

defined as any person under the age of 18
years . In the following cases a person is said
to be minor if he does not complete the age
of 21 years
a) any person under the guardian & wards
act ,1890
b)any person which comes under
superintendence of law/legal representative

Rules governing minors agreement
Bindeshri Prasad vs
Mahadeo Prasad on 28
January, 1908
• Rule 1 : judges are counsellors ,

jury is the servant , law is the guardian .
• Rule 2:in case minor entered into a

contract which is unlawful , illegal ,
immoral he is also prosecutable &
punishable under the relevant law.
Legal rules
• An agreement with minor is void ab
initio
[Mohiri Bibi v. Dharmadas Ghase]
• Minor can be promisee
[Shrafat Ali v. Noor Mohd]
• Minor cannot ratify his agreement on
attaining the age of majority
[Indra Ramaswamy v. Anthiappa
Chettier]
Minor – Rules apply differently
• Minor as a shareholder & partner,
• Minor as a agent ,
• Minor as a member of trade union ,
• No estoppel against minor ,
• He can plead his minority ,
• He can enter into contract for his

necessary itemsCA[Robert
05/01/2022
v. Gray ]
and CPA (USA) Eish Taneja
Unsound person
• According to sec(12) a person
generally sound , occasionally
unsound can enter into a contract
when he of sound mind
• A person generally unsound
occasionally sound can enter onto
contract when he is sound mind .

Persons of unsound mind
1)Lunatic ,
2)Idiots ,
3)Drunken or intoxicated persons .

FREE
CONSENT

FREE CONSENT
As per Sec 10 of the Indian Contract Act one of the
essentials of a valid contract is “Free Consent”
Sec 13 defines “consent” as “Two or more persons are
said to consent when they agree upon the same thing in
the same sense”.
According to Sec 14, consent is said to be free when it is
not caused by:
1.Coercion
2.Undue influence
3.Fraud
4.Misrepresentation
5.Mistake

COERCION
According to Sec 15 coercion means
“Committing or threaten to commit any act
forbidden by Indian Penal Code 1860 or unlawful
detaining or threating to detaining any other
persons property with a view to enter into an
agreement. It is immaterial whether the IPC is or
is not in force where the coercion is employed”
The threat amounting to coercion need not

necessarily be from a party to contract , it may
also proceed from a stranger to the contract.

COERCION
Consent is said to be caused by coercion when obtained by:

1.The committing or threatening to commit any act forbidden by the Indian Penal Code
2.The unlawful detaining or threatening to detain any property
It is not important whether the IPC is or not in force where the coercion is taking place.
For example A and B , both Indians are on a voyage trip to America when the ship is on the
Atlantic ocean B threatens “A” that if doesn’t transfer his property to B’s name then he will push
him into the water. Now though the IPC is not in force on the Atlantic ocean it is still considered
a coercion.

UNDUE INFLUENCE
Sometimes a party is compelled to enter into a

contract against his will as a result of unfair persuasion
by the other party.
Section 16 defines undue influence as follows
A contract is said to be induced by “undue influence”
where the relations subsisting between the parties are
such that one of the parties is in a position to
dominate the will of the other and uses that position
to obtain an unfair advantage over the other
Essentials of undue influence
1. There are two persons

2. The relations are satisfying between them
3. One must dominate the other
4. There must be unfair advantage
5. It involves the moral pressure

There is an undue influence between the following persons:
-Principal and agent
-Superior and subordinate
- Doctor and patient
- Father and son
- Teacher and student
- Promoter and company
- Master servant
- Spiritual advisor and devotee

Among the following relations there is no undue influence
1.wife and husband
2.landlord and tenant
3.debtor and creditor
CASE: Raniannapurna vs. Swaminathan

A poor Hindu widow was persuaded by a money lender to agree to pay 100% rate of interest on money lent by him. She needed the money to establish her right to maintenance.
It was a clear case of undue influence and the court reduced the rate of interest to 24%

FRAUD
According to Sec 17 fraud means and includes any of those
acts committed by a party to contract or with his
connivance or by his agent with an intent to deceive or
induce a person to enter a contract:
1. The suggestion that a fact is true when it is not true and
the person making it does not believe in it to be true
2. The active concealment of a fact by a person having
knowledge or belief of the fact
3. A promise made without any intention of performing it
4. Any other act fitted to deceive
5. Any such act or omission as the law specially declares to
be fraudulent
The essentials of fraud are:
1. There must be a representation or assertion and it must be false

2.The representation must relate to a fact
3.The representation must have been made with the intention of inducing the other party to act upon it
4.the representation must have been made with a knowledge of its falsity
5.the other party must have subsequently suffered some loss

MISREPRESENTATION
According to Sec 18 there is misrepresentation:
1. When a person positively asserts a fact is true when his
information does not warrant it to be so, though he
believes it to be true
2. When there is any Breach of duty by a person which
brings an advantage to the person committing it by
misleading another to his prejudice
3. When a party causes however innocently the other
party to the agreement to make a mistake as to the
substance of the thing which s the subject of the
agreement

Important case:

MISTAKE
Mistake of law Mistake of fact
Of the Of the foreign

country country Bilateral mistake Unilateral mistake
Mistake as to subject matter Mistake as to As to As to

possibility person nature
Physical impossibility Legal impossibility

existence identity quality quantity title price
UNLAWFUL
OBJECTIVES
&
VOID AGREEMENTS

Unlawful agreements
Agreement opposing
illegal immoral wager
public policy
An agreement which interferes
with administration of government
An agreement interfering
with the administration of
justice
An agreement interfering with
administration of personal
liberties
Restraint of Restraint of Restraint of Restraint of Restraint of

parental rights profession marriage trade martial duties
UNLAWFUL OBJECT
• If the object of an agreement is the
performance of an unlawful act, the
agreement is unenforceable.
• For a contract to be valid only if the object and
the consideration should be legal.
• The word object means purpose or design.

Unlawful agreements
An agreement forbidden by law [Sec 23]
An agreement defecting any provisions of law [Sec 24]
Case: Alexander vs. Rayson

A leased a flat to R at a rent of 1,200 pounds. with the
object of deceiving the rating authority two agreements
were entered, one for 450 pounds and one for 750
pounds. A sued R for recovery of an installment of 750
pounds. Held A could not recover and R was entitled to
remain in possession of the flat.

If it is immoral
Case: S.Yellappa vs. Y.Sabu
Cohabitation agreements are immoral
Sumitradevi vs. Sulekha Kundu
An agreement between a husband and wife

to separate in future is immoral and void
An agreement opposed to public policy

If it is fraudulent
If it is creating damage to person or property

Case: Ramswaroop vs. Bansimandir
B borrowed Rs. 100 from L and executed a bond
promising to work for L without pay for a period of
two years. In case of default B was to pay interest at
a very exorbitant rate and the principal sum of once.
Held the contract was void as it involved injury to
the person of B.

ESSENTIAL ELEMENTS OF
WAGER
 There are two persons.
 There must be an uncertain future event.
 No control over the event by both the parties.
 There must be a reciprocal promise.
 Others are not interested in the contract.

Wager Contract (Sec 30)
A wager contract is a contract in which one
person promises to another to pay money or
money’s worth by the happening of an
uncertain future event in consideration for
other person’s promise to pay if the event
does not happen.

Essential Elements of Wagering
• There are two persons.

• There must be an uncertain future event.
• No control over the event by both the parties.
• There must be a reciprocal promise.
• Others are not interested in the contract.

Example:
In a wrestling bout, A
tells B that wrestler
no.1 will win. B
challenges the
statement of A. They
bet with each other
over the result of the
bout. This is a
wagering agreement.

CONTINGENT
CONTRACTS
Contingent Contract(sec 31)
A contingent contract is a contract to do or not
to do something, if some event, collateral to
such contract, does or does not happen. It is
also called a conditional contract.

Essential Elements of a Contingent Contract:
• There are two persons.

• There must be an uncertain future event.
• Some control over the event but not absolute
control.
• There is no reciprocal promise between the
persons.
• Others may be interested in the contract.
• It is a valid contract.

Example:
• A contracts to pay B
Rs.10,000 if B’s house
is burnt. This is a
contingent contract.

Rules Regarding Contingent Contracts
• Contingent contracts dependent on happening of an uncertain

future event cannot be enforced until the event has happened.
( Sec 32 )
• Where a contingent contracts is to be performed if a particular
event does not happen, its performance can be enforced when
the happening of that event becomes impossible.( Sec 33 )
• If a contract is contingent upon how a person will act at an
unspecified time, the event shall be considered to become
impossible when such person does anything which renders it
impossible that he should so act within any definite time, or
otherwise than under further contingencies.( Sec 34)

• Contingent contracts to do or not to do
anything, if a specified uncertain event
does not happen within a fixed time, may
be enforced if the event does not happen
or its happening becomes impossible
before the expiry of that time.( Sec 35 )
• Contingent agreements to do or not to do

anything, if an impossible event happens,
are void, whether or not the fact is known
to the parties. (Sec 36)
Differences Between a Wagering Agreement and a Contingent Agreement:
• Wager agreement • Contingent agreement

• There is a reciprocal • There is no reciprocal
promise. promise.
• It is a void contract. • It is a valid contract.
• Others are not • Others are interested in
interested in the the contract.
contract. • It may not be wagering
• It is contingent in in nature.
nature.
DISCHARGE OF A
CONTRACT

DISCHARGE OF A CONTRACT
DISCHARGE BY PERFORMANCE
DISCHARGE BY AGREEMENT OR
CONSENT
DISCHARGE BY IMPOSSIBILITY OF
PERFORMANCE
DISCHARGE BY LAPSE OF TIME
DISCHARGE BY OPERATION OF LAW
DISHARGE BY BREACH OF CONTRACT

DISCHARGE BY PERFORMANCE
ACTUAL PERFORMANCE
When both parties perform their promises &
there is nothing remaining to perform
ATTEMPTED PERFORMANCE When

the promisor offers to perform his obligation ,but
promisee refuses to accept the performance. It is
also known as tender

DISCHARGE BY
AGREEMENT OR CONSENT
• NOVATION (Sec 62): New contract substituted for old
contract with the same or different parties
• RESCISSION (Sec 64) : When some or all terms of a contract
are cancelled
• ALTERATION (Sec 62):When one or more terms of
• a contract is/are altered by the mutual consent of the
parties to the contract
• REMISSION (Sec 63) :Acceptance of a lesser fulfilment of the
promise made.
• WAIVER :Mutual abandonment of the right by the parties
to contract
• MERGER :When an inferior right accruing to a party to
contract merges into a superior right accruing to the
same party

DISCHARGE BY IMPOSSIBILITY
OF PERFORMANCE
• KNOWN TO PARTIES
• UNKNOWN TO PARTIES
• SUBSEQUENT IMPOSSIBILITY
• SUPERVENNING IMPOSSIBILITY (Sec 56)
Destruction of subject matter
Non-existance of state of things
Death or incapacity of personal services
Change of law
Outbreak of war CA and CPA (USA) Eish Taneja
05/01/2022
DISCHARGE BY
LAPSE OF TIME
• THE LIMITATION ACT 1963, CLEARLY STATES

THAT A CONTRACT SHOULD BE PERFORMED
WITHIN A SPECIFIED TIME CALLED PERIOD
OF LIMITATION
• IF IT IS NOT PERFORMED AND IF THE

PROMISEE TAKES NO ACTION WITHIN THE
LIMITATION TIME, THEN HE IS DEPRIVED OF
HIS REMEDY AT LAW

DISCHARGE BY OPERATION OF
LAW
 DEATH
 MERGER
 INSOLVENCY
 UNAUTHORISED ALTERATION OF THE TERMS OF
A WRITTEN AGREEMENT
 RIGHTS & LIABILITIES VESTING IN THE SAME
PERSON
DISCHARGE BY BREACH OF
CONTRACT
 ACTUAL BREACH :
 At the time of performance
 During the performance
 ANTICIPATORY BREACH
 By the act of promisor
(implied repudation)
 By renunciation of obligation
(express repudation)
REMEDIES FOR BREACH OF
CONTRACT

REMEDIES OF INJURED PARTY
• A remedy is a means given by law for the

enforcement of a right
• Following are the remedies
• [1] Rescission of damages.
• [2] Suit upon quantum meruit.
• [3] Suit for specific performance.
• [4] Suit for injunction.

RESCISSION
When a contract is broken by one party, the other party may
sue to treat the contract as rescinded and refuse further
performance. In such a case, he is absolved of all his
obligations under the contract.
The court may give rescission due to
1)contract is voidable.2)contract is unlawful
The court may refuse to rescind if
1)Plaintiff has ratified the contract.2)Parties cannot be
restored to the original position.3)The third party has
acquired for value.4)When only a part is sought to be
rescinded.(sec 27 of specific relief act 1937)

DAMAGES
Damages are a monetary compensation allowed
to the injured party by the court for the loss or injury
suffered by him by the breech of the contract.The
objective of awarding damages for the breech of
contract is to put the injured party in the same
position as if he had not been injured.This is called
the doctrine of restitution.The fundamental basis is
awarding damages for the pecuniary loss.

QUANTUM MERUIT
The phrase quantum meruit literally means ‘as
much as earned’. A right to sue on a quantum
meruit arises when a contract, partly performed
by one party, has been discharged by breach of
contract by the other party. This right is
performed not on original contract but on
implied promise by other party for what has
been done.

SPECIFIC PERFORMANCE
• In certain cases of breach of contract damages are not an

adequate remedy.The court may,in such cases,direct the party
in breach to carry out his promise according to terms of the
contract.This is a direction by the court for specific
performance of the contract at the suit of the party not in
breach
• Cases for specific performance to be enforced
• 1)when the act agreed to be done is such that compensation
is not adequate relief.2)when there is no standard for
ascertaining the actual damage
• 3)when it is probable that compensation cannot
• be agreed to be done.

INJUNCTION
When a party is in breech of a negative term of contract
the court may,by issuing an order,restrain him by
doing what he promised him not to do. Such an
order of the court is called injunction
Court refuses grant of injunction
[1] whereby a promisor undertakes not to do
something
[2] which is negative in substance though not in form

QUASI CONTRACTS

TYPES OF QUASI CONTRACTS
– Supply of necessaries (Sec 68)

– Payment by a interested person (Sec 69)
– Obligation to pay for non gratuitous acts
(Sec 70 )
– Responsibility of finder of goods (Sec 71 )
– Mistake or Coercion (Sec 72 )

SUPPLY OF
NECESSARIES
According to sec 68 a minor is liable to pay out
of his property for ‘necessaries’ supplied to him or
to anyone whom he is legally bound to
support.The significance of this is that it does not
arise out of a contract as much so as it arises out
of a contract.the minor is not personally liable and
‘necessaries’ include food,clothing as well as
education,They also include watch bicycle etc.

OBLIGATION TO PAY FOR NON
GRATUITOUS ACTS
According to Sec 70 when a person lawfully does or
delivers anything for the other ,not intending to do
so gratuitously,and the person derives any benefit
from it,he is liable to compensate,or restore the
thing so done or delivered.
Here three conditions must satisfy
[1] The thing must have been done lawfully
[2] The person intending to do it must not have done
it gratuitously
[3] The person must have derived benefit from the
act
PAYMENT BY A INTERESTED
PERSON
According to Sec 69 a person who is interested in
the payment of money which another is bound
by law to pay,and who therefore pays it, is
entitled to be reimbursed by the other.
The essential elements center around
[1] The payment made should be bona fide of ones
interest
[2] The payment should not be a voluntary one
[3] The payment must be such that the other is
bound by law to pay
RESPONSIBILITY OF THE
FINDER OF GOODS
According to Sec 71 a person who finds goods belonging to
another and takes them into his custody is subject to the
same responsibility as the bailee is bound to take as
much care of the goods as a man of ordinary prudence
would,In addition to that he must make efforts to trace
the owner.If he does not ,he will be guilty of wrong
conversation,and till the owner is found out the property
will vest with the finder,he can sell in case of
[1] goods are or perishable nature
[2] owner cannot be found out
[3] when owner refuses to pay for the lawful charges
[4] when the lawful charges amount to two thirds of thing

INDEMNITY
INDEMNITY (Sec 124)
A CONTRACT BY WHICH ONE PARTY

PROMISES TO ANOTHER TO SAVE HIM FROM
LOSS CAUSED TO HIM BY THE CONDUCT OF
THE PROMISOR HIMSELF , OR BY THE
CONDUCT OF ANY OTHER PERSON IS CALLED
A CONTRACT OF INDEMNITY
ESSENTIAL FEATURES OF
INDEMNITY
 There are two persons , the indemnifier the
indemnified or the indemnity holder
 There must be loss either by the promisor’s
conduct or by any other person’s conduct
 It is a contingent contract by nature
 It may be express or implied
Sec125 deals with the commencement of

the indemnifier’s liability. His liability
commences when the event causing the loss
occurs or when the event saving the
indemnified from the loss becomes impossible

GUARANTEE
GUARANTEE (Sec 126)
A CONTRACT OF GUARANTEE IS A CONTRACT TO PERFORM THE

PROMISE, OR DISCHARGE THE LIABILITY,OF A THIRD PERSON
IN CASE OF HIS DEFAULT. THE PERSON WHO GIVES THE
GUARANTEE IS KNOWN AS THE ‘SURETY’, THE PERSON IN
RESPECT OF WHOM THE GUARANTEE IS GIVEN IS KNOWN AS
THE ‘PRINCIPAL DEBTOR’, AND THE PERSON TO WHOM THE
GUARANTEE IS GIVEN IS CALLED THE ‘CREDITOR’. A
GUARANTEE MAY BE EITHER ORAL OR WRITTEN.

ESSENTIAL FEATURES OF
GUARANTEE
• Concurrence of three contracts

• Primary liability is that of the principal debtor
• In case the debtor is a minor , the surety’s
liability becomes primary
• All the essentials of a valid contract
• It may be in writing or oral
• There need not be full disclosure of facts to the
surety before he gives the guarantee

TYPES OF GUARANTEE
• SPECIFIC GUARANTEE :
When a guarantee extends to a single transaction or
debt it is known as a specific or simple guarantee
Bank / Loan / PBG (performance bank Gurantee)
• CONTINUING GUARANTEE :
When a guarantee extends to a series of transactions,
It is called continuing guarantee

BAILMENT
BAILMENT Sec 148
• The word Bailment is derived from the French word
“ballier” which means “to deliver” .
• Bailment means delivery of goods by one person to
another for some purpose ,upon a contract ,that they
shall ,when the purpose is accomplished ,be returned
or otherwise disposed of according to the
instructions of the person delivering them. The
person delivering the goods is called the ‘bailor’ and
the person to whom they are delivered is called the
‘bailee’.

Essentials of bailment
There are two persons namely Bailor and
Bailee.
Bailor means the person delivering the goods,
Bailee means the person to whom the goods
are delivered.
Their must be delivery of goods .
The goods must be in deliverable condition.

Only the goods are delivered but not
the ownership of goods, their must be
purpose.
Bailey can use the goods.
Goods must be returned or disposed
off after the purpose is accomplished.

Duties and rights of Bailor and
Bailee
Duties of bailor.
To disclose known faults.
To bear extraordinary expenses of bailment.
To indemnify bailee for loss in case of pre
mature termination of gratuitous bailment.
To receive back the goods.
To indemnify the bailee.

Rights of bailor
Enforcement of rights.
Avoidance of contract. (Sec153)
 Return of goods lent gratuitously. (Sec 159)
Compensation from a wrong –doer. (Sec 180)

Rights of bailee
• Delivery of goods to one of several joint
bailor of goods. (Sec 165).
• Delivery of goods to bailor without title. (Sec
166).
• Right to apply to court to stop delivery. (Sec
167)
• Right to action against trespassers. (Sec 180)
• Bailee’ s lien.

PLEDGE
PLEDGE (SEC 172)
The bailment of goods as security for payment
of a debt or performance of a promise is
called “Pledge”.
The bailor in this case is called the “pledger” or
“pawnor” and the bailee is called the
“pledgee” or “pawnee”

RIGHTS AND DUTIES OF PAWNOR AND
PAWNEE
Rights of Pawnee.
Right of retainer.
Right of retainer for subsequent advances.
Right to extraordinary expenses.
Right against true owner, when the Pawnor’s
title is defective.
Pawnee’s rights where pawnor makes
default .

Rights of Pawnor
• Right to get back goods.
• Right to redeem debt.
• Presentation and maintenance of the goods.
• Rights of an ordinary debtor.

AGENCY
AGENT
Sec 182 defines an agent as a
person employed to do any act
for another , or to represent
another in dealings with third
persons the person for whom
such act is done is called the
principal

ESSENTIALS OF RELATIONSHIP OF
AGENCY
• Agreement between principal & agent

• Intention of agent to act on behalf of the
principal
• Anyone can be an agent
• Anyone can employ an agent

CREATION OF AGENCY
• BY EXPRESS AGREEMENT
• BY IMPLIED AGREEMENT
Agency by estoppel
Agency by holding out
Agency by neccesity
• AGENCY BY RATIFICATION
• AGENCY BY OPERATION OF LAW

REQUISITES OF VALID
RATIFICATION
• Agent must act as an agent for his principal
• Principal must be in existance at the time of contract
• Ratification must be with full knowledge of facts
• Ratification should be done within a reasonable time of the
performance of the act
• The act to be ratified should be of lawful nature
• The ratification can be done only to the whole transaction & not
any part of it (Sec 199)
• Ratification should be communicated with the party to contract
• Ratification should not cause any damages to a third party
• Ratification can only be of acts which principal had the right to
do

SUB-AGENT & SUBSTITUTED
AGENT
A sub agent is aperson employed & acting

under the control of the agent in the
business of the agency (Sec 191)
A substituted agent is a person named by

the agent, on an express or implied
authority from the principal, to act for the
principal (Sec 194)
DIFFERENCES BETWEEN SUB- AGENT &
SUBSTITUTE-AGENT
SUB-AGENT SUBSTITUTE AGENT
1. He works under the 1. He works under the
agent principal
2. There is no contact 2. There is a contract
between the agent & between him & the
the principal principal
3. Agent is wholly & 3. Agent is in no way
solely responsible for responsible for the
the acts of the sub- acts of the
agent substituted agent

Termination of agency
• By act of parties
Agreement
Revocation by the principal
Revocation by the agent
• By operation of law
Performance of the contract
Expiry of time
Death of either party
Insanity of either party
Insolvency of either party
Destruction of the subject matter
Principal becoming an alien enemy
Dissolution of a company
Termination of sub-agents authority
• You may reach me at :
• [email protected]
• 9818829677

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Indian Contract Act-1872

05/01/2022 CA and CPA (USA) Eish Taneja

05/01/2022 CA and CPA (USA) Eish Taneja

AGREEMENT = OFFER + ACCEPTANCE

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B – Part 2 Contract- Forcefully consent is taken

Choice given at B Only

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Valid or Invalid CONTRACTS

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Absolute contract - A contract which is

 Void contract (Void Agreement- Difference)

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Offer must be definite.(Taylor Vs.

There is a clear cut difference between

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Mere statement “of price” is not an

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LEGAL RULES AS TO CONSIDERATION

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• [Abdul Aziz v. Masum Ali]

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According to Indian majority act sec(3) minor is

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• Rule 2:in case minor entered into a

• Minor as a shareholder & partner,

• Minor as a member of trade union ,

• No estoppel against minor ,

• He can plead his minority ,

• He can enter into contract for his

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The threat amounting to coercion need not

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Consent is said to be caused by coercion when obtained by:

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Sometimes a party is compelled to enter into a

1. There are two persons

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CASE: Raniannapurna vs. Swaminathan

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1. There must be a representation or assertion and it must be false

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