INDIAN CONTRACT ACT:- Purpose:- **The Act was passed by British India and is based on the principles

of English Common Law. **It determines the circumstances in which promise made by the parties to a contract
shall be legally binding on them. **It is applicable to the All States of India except the State of Jammu & Kashmir.
History:-**The Indian Contract Act came into force on 1 st September 1872. **Before the enactment of the Indian
Contract Act, 1872, there was no codified law (Specific law) for contracts in India. **The Act originally had 266
Sections. Indian Contract. Act Divided Into:- **General Principles of Law of Contract (Sec 1 to 75). **Contract
relating to Sale of Goods (Sec 76 to 129). **Special kinds of Contracts (indemnity, guarantee, bailment & pledge)
(Sec 125 to 238). **Contracts relating to Partnership (Sec 239 to 266). MEANING OF CONTRACT:- A
contract is an agreement enforceable by law. a) LEGAL ENFORCEABILITY:- Where Rights and Obligations in
a contract are enforceable in the eyes of Court. Means where parties to the contract have rights to file case in the
court. b) AGREEMENT:- Every promise and every set of promises, forming the consideration for each other, is
an agreement. AGREEMESNTS WHICH ARE NOT CONTRACTS:- **Relating to social matter. **Domestic
arrangement. 1) PROMISE:- When the person to whom the proposal is made signifies his assent thereto, the
proposal is said to be accepted. A proposal, when accepted, becomes a promise. 2) CONSIDERATION:- Price
paid by the one party for the promise of the other. It is something in return. ESSENTIAL ELEMENTS OF A
VALID CONTRACT (Section 10):- Offer and Acceptance: There shall be an offer or proposal by one party
and acceptance of that offer by another party resulting in an agreement. Intention to create legal relations: There
shall be an intention between the parties to create legal relations. Lawful consideration: The agreement is
supported by a lawful consideration. Consideration means something in return. Capacity of parties: The parties
to the contract shall be legally competent to contract. Free consent: The consent of the parties shall be genuine
and free. Legal object: The object of the contract shall be legal and shall not be opposed to public policy.
Certain terms: The terms of the contract shall be certain and shall not be vague. Possible performance: The
agreement is capable of being performed i.e., it is not impossible of being performed. OFFER:-** A contract lies
on the basic block called OFFER. An Offer is usually understood as a Proposal. According to Section 2(a) of the
Contract Act- “An individual is said to have made the offer when he implies to another his readiness to do or to
avoid doing anything with a perspective to getting the consent of that other to such act or restraint.”Types Of
Offer:- (i). Express offer: – It is an offer that is done through words that can be either oral or written. The oral
offer can be made face to face or via telephone. The written offer can be made via text messages, advertisements,
letters or e-mail. (ii). Implied Offer: – It is an offer conveyed through acting or signs. But if a party observes a
silence over the offer then that offer cannot be valid. (iii). Specific Offer: -It is the offer made to a specific person
or group of persons and can be accepted by the same, not anyone else. (iv). General Offer: -It is the offer made
to public at large and not to any particular person. it can be accepted by anyone by abiding by the terms of it. (v).
Cross Offer: -When both the parties involved makes a similar offer to one another without knowing the each
other’s offer then it is called Cross offer. (vi). Standing or Open Offer: The offer that is continuous in nature is
the standing offer. OFFER OR PROPOSAL AND ACCEPTANCE:-**When one person signifies to another
his willingness to do or to abstain from doing anything with a view to obtaining the assent of that either to such
act or abstinence, he is said to make a proposal. RULES GOVERNING OFFER:- **Offer must be capable of
creating the legal relation. **Offer must be certain, definite and not vague. **Offer may be express or implied.
**Offer must be distinguished from an invitation to offer. **Offer may be specific or general. **Offer must be
communicated to the person to whom it is made. **Offer must be made with a view to obtaining consent of the
offeree. **An offer should not contain a term the non-compliance of which amounts to acceptance.
**Communication of Special terms. LAPSE (Revocation) OF AN OFFER:- **On expiry of stipulated or
reasonable time. **By not accepting in mode prescribed. **By rejection by the offeree. **By death or insanity of
the offerer or offeree before acceptance. **By revocation by the offeror at any time before acceptance.
**Revocation of standing offer at any time by giving notice to the offeree. **Revocation by non fulfillment of
condition precedent to acceptance. **By subsequent illegality or destruction of subject matter. RULES
GOVERNING ACCEPTANCE:-**Acceptance must be absolute and unqualified. **Acceptance must be
communicated. **Mode and time of Acceptance. **Acceptance by conduct. **Conditional acceptance operates
as rejection of offer.

CONSIDERATION:-**It 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. RULES
GOVERNING CONSIDERATION:- **Consideration must move at the desire of the promisor. **Consideration
may move from the promisee or any other person. **Executed, Executory and past consideration. **Consideration
need not be adequate (sec25). **Consideration should be real, Must not be unlawful, immoral or opposed to the
public policy. **There must be mutuality (eg- charity). **Should be more than promisee is already bound.
WHEN CONSIDERATION NOT NECESSARY:- **Out of natural love and affection. **Compensating
voluntary act. **In case of gift. CAPACITY TO CONTRACT:-**Sec11: Every person is competent to contract
who is of age of majority according to the law to which he is subject, who is of sound mind and is not disqualified
from contracting by any law to which he is subject. **Sec 12: A person is said to be of sound mind for the purpose
of making a contract if at the time when he makes it he is capable of understanding it and of forming a rational
judgment so as to its effect upon his interests. POSITION OF MINOR’S AGREEMENT:- **An agreement
entered into by or with a minor is void ab initio. **Minor can be beneficiary. **Minor can always pleads minority.
**Ratification an attaining majority is not allowed. **Contract by minor’s guardian. PERSON’S
DISQUALIFIED FORM ENTERING INTO CONTRACT:- **Alien enemy. **Foreign sovereigns and
ambassadors. FREE CONSENT:- **Sec 13:- Two or more persons are said to have consented when they agree
upon something in the same sense. **Sec 14:- A consent is said to be free when it is not caused by coercion,
undue influence, fraud, misrepresentation or mistake. COERCION:- is committing or threatening to commit
any act forbidden by 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. UNDUE
INFLUENCE:- when 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 of the other. FRAUD:-
Fraud means and includes any of the following acts committed by a party to a contract or with his connivance or
by his agent with intent to deceive another party thereto or his agent, or to induce him to enter into the contract.
MISREPRESENTATION:- where a person asserts something which is not true though he believes it to be true,
his assertion amounts to misrepresentation. MISTAKE:- **Mistake of fact. **Mistake of Law. LAWFUL
CONSIDERATION OR OBJECT:-Sec 23:- Consideration or object is unlawful if it is:- **Forbidden by law.
**Defeat the provisions of any law. **Injury to the person or property of another. **Immoral or opposed to the
public policy. PRIVITY OF CONTRACT:- A stranger to the contract can not sue.

CONTRACTS:- **A contract is a voluntary arrangement between two or more parties that is enforceable by law
as a binding legal agreement. Contract is a branch of the law of obligations in jurisdictions of the civil law
tradition. Contract law concerns the rights and duties that arise from agreements. **A contract arises when the
parties agree that there is an agreement. Formation of a contract generally requires an offer, acceptance,
consideration, and a mutual intent to be bound. Each party to a contract must have capacity to enter the agreement.
Minors, intoxicated persons, and those under a mental affliction may have insufficient capacity to enter a contract.
Some types of contracts may require formalities, such as a memorialization in writing. TYPES OF
CONTRACT:- A) ON THE BASIS OF ENFORCEABILITY:- **Void Contract:- A contract which ceases to be
enforceable by law becomes void when it ceases to be enforceable. **Void Agreement:- An agreement which is
not enforceable by law is said to be void. It is an agreement which cannot be enforced from the date when they
were made. It is void ab initio. **Voidable Contract:- An agreement, which is enforceable by law at the option of
one more of the parties, but not at the option of the other (s) is a voidable contract. **Unenforceable Contract:-
An unenforceable contract is one which is good in substance but cannot be enforced by law due to some technical
defects, such as under stamping, absence of writing, barred by limitation. **Illegal Contract:- A contract which
is forbidden by law. AGREEMENTS EXPRESSELY DECLARED VOID:- **Agreements by incompetent
parties (Sec. 11). **Agreements with unlawful object or consideration (Sec. 23). **Agreement made under mutual
mistake of fact (Sec. 20). **Agreements without consideration (Sec. 25). **Agreements in restraint of marriage,
trade or legal proceedings etc. **Agreements to do impossible Acts (Sec. 56). B) ON THE BASIS OF
CREATION:- **Express Contract:- A contract which is created either by word spoken or written. **Implied
Contract:- The contract which is created otherwise by words spoken or written. 1) Tacit Contract:- A contract
which is inferred from the conduct of the parties is said to be tacit contract. 2) Quasi Contract:- These are the
contracts, which are created neither by word spoken, nor written, nor by the conducts of the parties, but these are
created by the law. **E-Contract:- One, which is entered into between two parties via internet. C) ON THE BASIS
OF EXECUTION:- **Executed Contract:- An executed contract is a contract in which both the parties have
performed their obligation. This is a contract which has been completed. **Executory Contract:- An Executory
contract is the contract which is to be performed in future. **Unilateral Contract:- Where obligation is pending
on the part of one of the parties. PERFORMANCE OF CONTRACTS: SEC 37:-**The parties to the contract
must either perform or offer to perform their respective promises unless such performance is dispensed with or
excused under the Indian Contract Act or any other law. WHO MUST PERFORM:- **The promisor himself. **If
not specified, then agent of promisor can perform. **In case of death of promisor, his legal representatives must
perform. **In case of contracts involving personal skill, promisor himself should perform not the third person.
**Joint promisors.TENDER OF PERFORMANCE : SEC 38:-**If promisor performs his side of the contract and
the performance is rejected, the promisor is discharged from further liability and may sue for the breach of
contract, if he so wishes. TO BE VALID, A TENDER OF PERFORMANCE MUST FULFILL FOLLOWING
CONDITIONS:-**It must be unconditional. **It must be made at a proper place and time. **If it relates to
delivery of goods, the promisee must have a reasonable opportunity to check the goods. EFFECT OF THE
REFUSAL OF THE PARTY TO PERFORM:SEC 39:- **When a party to a contract has refused to perform
or has disabled himself from performing his promise in entirely, the promisor may put an end to the contract,
unless he has signified by words or conduct, his acquiescence in its continuance. RIGHTS TO THE AGGRIEVED
PARTY:-**To terminate the contract. **To indicate by words or conduct that he is interested in his continuance.
**Rights to claim damages.

DISCHARGE OF CONTRACTS:-**Discharge of a contract implies termination of contractual obligations.

This is because when the parties originally entered into the contract, the rights and duties in terms of contractual
obligations were set up. Consequently when those rights and duties are put out then the contract is said to have
been discharged. Once a contract stands discharged, parties to it are no more liable even though the obligations
under the contract remain incomplete. **A contract is said to be discharged or terminated when the rights and
obligations arising out of a contract are extinguished. MODES OF DISCHARGE OF CONTRACTS:-
**Performance or tender. **Mutual consent or agreement (by novation, rescission, alteration, waiver). **Lapse
of time. **Operation of law. **Impossibility of performance. **Breach of contract. MUTUAL CONSENT OR
AGREEMENT:-**NOVATION:- When parties to a contract substitute a new contract for old. On novation, old
contract is discharged and consequently it need not to be performed. There may be change in parties.
**RESCISSION:- When parties to a contract agree to rescind it, the contract need not be performed. In this case,
only old contract is cancelled no new contract is formed. **ALTERATION:- Where parties to a contract agrees
to alter it, the original contract is rescinded, with the remit that it need not be performed. 1)No change in parties
to the contract. 2)Change in terms & conditions of original agreement. **WAIVER:- Deliberate abandonment or
giving up of a right to which a party is entitled to under a contract. DISCHARGE OF CONTRACTS BY
IMPOSSIBILITY:- A contract is deemed to have become impossible of performance and thus void under the
following circumstances:- **Destruction of the subject matter of the contract. **By the death or disablement of
the parties. **Subsequent illegality. **Declaration of war. BREACH OF CONTRACT:-**ANTICIPATORY
BREACH OF CONTRACT:- When the promisor refuses altogether to perform his promise and signifies his
unwillingness, even before the time of performance has arrived, it is called Anticipatory Breach. **ACTUAL
BREACH OF CONTRACT:- Where the promisor refuses to perform promise on the scheduled date. When one
of the parties breaks the contract by refusing to perform the promise when it falls due, it is Actual Breach.
REMEDIES FOR BREACH OF CONTRACTS:-**When a contract is broken, the injured party has several
courses of action open to him. The injured party may:- **Rescind the contract and refuse further performance of
contract. **Sue for damages. **Sue for specific performance. **Sue for injunction. **Sue on quantum merit.
CONTRACT OF AGENCY:- An agency agreement is a legal contract creating a fiduciary relationship whereby
the first party ("the principal") agrees that the actions of a second party ("the agent") binds the principal to later
agreements made by the agent as if the principal had himself personally made the later agreements. The power of
the agent to bind the principal is usually legally referred to as authority. Agency created via an agreement may be
a form of implied authority, such as when a person gives their credit card to a close relative, the cardholder may
be required to pay for purchases made by the relative with their credit card. AGENT:- Sec 182 defines an agent
as a person employed to bring his principal into contractual relations with third party. 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. **Consideration is not an essential
element in this contract. CREATION OF AGENCY:- **By Express Agreement. **By Implied Agreement:-
Agency by estoppel; Agency by holding out; Agency by necessity. **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 existence 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. **It should not cause any damages to a
third party. **It can only be of acts which principal had the right to do. SUB-AGENT VS SUBSTITUTED
AGENT:- SUB AGENT:- **A sub agent is a person employed & acting under the control of the agent in the
business of the agency(Sec 191). **He works under the agent. **There is no contact between the agent & the
principal. **Agent is wholly & solely responsible for the acts of the sub-agent. SUBSTITUTED AGENT:-
**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). **He works under the principal. **There is a contract between him & the principal.
**Agent is in no way responsible for the acts of the substituted agent. TERMINATION OF AGENCY:- 1)BY
ACT OF PARTIES:- **Agreement. **Revocation by the principal. **Revocation by the agent. 2)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.
SALE OF GOODS ACT 1930:-**It is a contract by which the ownership of movable goods is transferred from
the seller to the buyer. The term ‘contract of sale’ is defined in Section 4(1) of the Sale of Goods Act as: - “A
contract of sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to
the buyer for a price”. The Sale of Goods Act extends to whole of India except the State of Jammu and Kashmir.
ESSENTIALS OF A CONTRACT OF SALE:- **All requirements of a valid contract must be fulfilled.
**Bilateral Contract- Two Parties. **Goods. **Transfer of Property- ownership of goods. **Price or money
consideration. **Includes both a ‘sale’ and ‘agreement to sale’. **No formalities are required. SALE VS
AGREEMENT TO SELL:- SALE:- **The ownership is transferred immediately. **Executed contract. **A
seller can sue for price. He has all the right of unpaid seller. **Sale takes place in the case of existing goods
usually. **A buyer bears the risk. AGREEMENT TO SELL:- **At some future date. **Executory Contract. **A
seller can sue for damages. **An agreement to sell takes place in the case of future goods. **A seller bears the
risk. SALE VS HIRE PIRCHASE AGREEMENT:- SALE:- **Property in the goods is transferred to the buyer
immediately at the time of the contract. **The position of the buyer is that of owner of the owner of the goods.
The buyer cannot terminate the contract and is bound to pay the price of the goods. HIRE-PURCHASE
AGREEMENT:- **The goods passes to the hirer on the payment of the last instalment. **The position of the
buyer is that of a bailee till he pays the last instalment. **The hirer may, terminate the contract, by returning the
goods to its owner without any liability to pay the remaining instalment. SALE VS BAILMENT:- SALE:- **The
property in goods is transferred from the seller to the buyer. **The return of goods in contract of sale is not
possible. **The consideration is the price in terms of money. BAILMENT:- **There is only transfer of possession
of goods from the bailor to the bailee for any of the reasons like safe custody, carriage etc. **The bailee must
return goods to the bailor on the accomplishment of the purpose for which bailment was made. **The
consideration may be gratuitous or non-gratuitous.

GOODS:-**The subject matter of a contract of sale of goods is goods. According to Sec 2(7) “goods means every
kind of movable property other than actionable claims and money; and includes stock and shares, growing crops,
grass, and things attached to or forming part of the land which are agreed to be severed before sale or under
contract of sale. Examples of Goods:- Goodwill, Trade Mark, Copyright, Patent right, Water, Gas, Electricity, are
all example of good. CLASSIFICATION OF GOODS:-1- Existing Goods: At the time of sales if the goods are
physically in existence and are in possession of the seller the goods are called ‘Existing Goods’. Existing goods
can be classified into:- (a) Specific goods:- Goods identified and agreed upon at the time of the making of the
contract of sale are called ‘specific goods’ [Sec. 2(14)]. It may be noted that in actual practice the term ‘ascertained
goods’ is used in the same sense as ‘specific goods. (b)Unascertained goods:- The goods, which are not separately
identified or ascertained at the time of the making of the contract, are known as ‘unascertained goods.’ They are
indicated or defined only by description. 2- Future Goods: Future goods are goods to be manufactured or produced
or yet to be acquired by seller. There cannot be present sale in respect future goods because the property cannot
pass. 3- Contingent Goods: Though a type of future goods, these are the goods the acquisition of which by the
seller depends upon a contingency, which may or may not happen [Sec. 6 (2)]. ACTIONABLE CLAIM:- As
Per Section 3 of the Transfer of Property Act, 1882 Actionable Claim1 is a claim to any debt, other than a debt
secured by mortgage of immovable property or by hypothecation or pledge of moveable property, or to any
beneficial interest in moveable property not in possession either actual or constructive, of the claimant, which the
civil courts recognize as affording grounds of relief whether such debt or beneficial interest be existent, accruing
or conditional or contingent” EFFECT OF PERISHING OF GOODS:- Pershing’ means not only physically
destruction of goods but it also covers:- a) Damage to goods so that the goods have ceased to exist in the
commercial sense, i.e., their merchantable character as such has been lost (although they are not physically
destroyed), e.g., where cement is spoiled by water and becomes almost stone or where sugar becomes sharbat and
thus are unsaleable as cement or sugar b) Loss of goods by theft c)Where the goods have been lawfully requisitioned
by the government. PRICE:- **Mode of determining of price section 9(1). **By the parties. **Fixed by contract.
**To be determined by parties in future. **By third parties STIPULATION:-**REPRESENTATION:-
Statement made by the seller before entering into a contract. A representation which forms part of the contract of
sale and affects the contract, is called a stipulation. ** A stipulation is a formal legal acknowledgement and
agreement made between opposing parties prior to a pending hearing or trial. For example, both parties might
stipulate to certain facts, and therefore not have to argue those facts in court. After the stipulation is entered into,
it is presented to the judge. In other legal systems a similar concept is referred to by different names. DOCTRINE
OF CAVEAT EMPTOR [SEC 16]:- The doctrine of caveat emptor is a fundamental principle of law of sale of
goods. It means ‘Caution Buyer’ i.e. ‘let the buyer beware’. In other words, it is no part of the seller’s duty to
point out defects in his own goods. The buyer must inspect the goods to find out if they will suit his purpose.
EXCEPTIONS:- **Fitness for buyer’s purpose. **Sale under a patent or trade name. **Merchantable quality.
**Usage of trade. **Consent by fraud. RIGHT AGAINST GOODS:- A) WHERE THE PROPERTY IN THE
GOODS HAS PASSED:- Lien on goods:- **The goods are not sold on credit. **The goods have been sold on
credit, but the period of credit has expired. **The buyer becomes insolvent. **A right of stoppage-in-transit:- **If
the buyer obtains the possession of the goods before its arrival at the destination. **If, after the arrival at their
destination, the carrier acknowledges to the buyer that he holds on his behalf. **If the carrier wrongfully refuses
to deliver the goods to the buyer. **A right of Re-sale:- **Where the goods are of perishable nature. **When the
buyer does not pay the price. b) Where the property in the goods has not passed:- **Withholding delivery.
**Stoppage in transit. RIGHT AGAINST THE BUYER:- Rights Against the Buyer Personally (Seller's
Remedies Against buyer for Breach of Contract)-- Besides, the above rights against the goods, an unpaid seller
has certain rights against the buyer personally. The seller enjoys the following rights in personam (also known as
remedies for breach of contract). 1- Suit for Price:- When the property in the goods has passed to the buyer, and
the buyer wrongfully neglects or refuses to pay the price, the seller is entitled to sue him for the price. 2-Suit for
Damages for Non-Acceptance:- Where the buyer wrongfully neglects or refuses to pay for the goods, the seller
may sue him for damages for non-acceptance. 3-Suit For Damages For Repudiation Of Contract:- Before date of
delivery Where the buyer repudiates the contract before the date of delivery, 4-Suit for Interest:-The seller may
recover interest or special damages whereby law interest or special damages may be recoverable.

CONDITION:- ** A stipulation which is most important for formation of the contract of sale is known as a
‘condition’. An actual or stipulated condition is called an express condition or condition in deed, and a condition
deemed to be automatically present is called an implied condition or condition in law. BREACH OF A
CONDITION:- Breach of a condition constitutes breach of the contract, and entitles the aggrieved party to call
for setting aside (rescission) of the contract, and to claim for damages. A minor term (incidental point) of the
contract is called a warranty, breach of which may call for damages as compensation but not rescission of the
contract. See also condition precedent, condition subsequent, innominate term, and intermediate term.
CONDITIONS:- Section 12(2) of the Sale of Goods Act, 1930 defines condition as, “a condition is a stipulation
essential to the main purpose of the contract, the breach of which gives rise to right to treat the contract as
repudiated.” TYPES OF CONDITIONS:- **Express Conditions:- Expressly provided in the contract.
**Implied conditions & warranty (sec 14 to 17) which the law implies in a contract of sale. IMPLIED
CONDITIONS:- *Condition as to Title Sec 14(a):- It is the most important implied condition in a contract of
sale that seller has the right to sell the goods. **Condition as to Description [Sec 15]:- Whenever the goods are
sold by description, the implied condition is that the goods shall correspond with the description. **Condition as
to Sample [Sec 17(2)]:- In a sale by sample there is a implied condition that the goods shall correspond with the
sample in quality, and the goods shall be free from the defects which render them un-merchantable. Sale by sample
has following three conditions: **Correspondence of Goods with sample in quality [sec 17(2)(a)]. **Reasonable
opportunity of comparing goods with the sample [Sec 17(2)(b)]. **Merchantability of Goods [Sec 17(2)(c)].
**Condition as to Sample as well as Description [Sec 15]:- Sometimes, the seller shows sample to the buyer and
also gives him description. In such case, the implied condition is that the goods shall correspond with both, the
sample as well description. **Condition as to Quality or Fitness for Buyer’s purpose [Section 16(1)]. **Condition
as to Merchantability [Section 16(2)]:- The term merchantability means two things:- **If goods are purchased for
resale, they should be immediately re-saleable. **If goods are purchased for self-use then they should be
reasonably fit for the purpose for which they are generally used. **Condition as to Wholesomeness.
WARRANTY:-**A warranty has various meanings but generally means a guarantee or promise which provides
assurance by one party to the other party that specific facts or conditions are true or will happen. **This factual
guarantee may be enforced regardless of materiality which allows for a legal remedy if that promise is not true or
followed. **A warranty may be express or implied, depending on whether the warranty is explicitly provided
(typically written) and the jurisdiction. Warranties may also state that a particular fact is true at one point in time
or that the fact will be continue into the future (a "promissory" or continuing warranty). BREACH OF
WARRANTY:- ** Warranties are certain kinds of express or implied representations of fact that the law will
enforce against the warrantor. Product liability law is concerned with three types of warranties involving the
product's quality or fitness for use: express warranty, implied warranty of merchantability, and implied warranty
of fitness for a particular purpose. These and other warranties are codified in the Uniform Commercial Code
(UCC), which every state has adopted, at least in part. CONDITION VS WARRANTY:- CONDITION:- **It is
a stipulation which is essential for the main purpose of the contract. **In case of breach of a condition, the
aggrieved party can repudiate the contract of sale. **A breach of condition may be treated as breach of warranty.
WARRANTY:- **It is a stipulation which is collateral to the main purpose of the contract. **In case of breach
of warranty, the aggrieved party can claim damages only. **The breach of warranty cannot be treated as a breach
of a condition.

UNPAID SELLER:- A seller of goods is deemed to be an unpaid seller when:- **The whole of the price has not
been paid or tendered. **A bill of exchange or other negotiable instrument has been received as a conditional
payment, and the condition on which it was received has not been fulfilled by reason of the dishonour of the
instrument or otherwise. CONDITIONS:- **The term "seller" includes any person who is in the position of a
seller, as, for instance, an agent of the seller to whom the bill of lading has been endorsed, or a consignor or agent
who has himself paid, or is directly responsible for, the price. **The seller shall be called an unpaid seller even
when only a small portion of the price remains to be unpaid. **It is for the non-payment of the price and not for
other expenses that a seller is termed as an unpaid seller. **Where the full price has been tendered by the buyer
and the seller refused to accept it, the seller cannot be called as unpaid seller. **Where the goods have been sold
on credit, the seller cannot be called as an unpaid seller. Unless:- **If during the credit period seller becomes
insolvent. **On the expiry of the credit period, if the price remains unpaid, Then, only the seller will become an
unpaid seller

INDEMNITY:-**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 RIGHTS OF INDEMNIFIED:-
**All damages which he may be compelled to pay in any suit. **All the costs which he may have been compelled
to pay in defending the suit. **All sums which he may have paid under the terms of any compromise of suit.
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’. **The person to whom
the guarantee is given is called the ‘creditor’. **A guarantee may be either oral or written. ESSENTIALS:-
**Two distinct set of agreements(three parties). **It may be in writing or oral. **All the essentials of a valid
contract. **Primary liability is that of the principal debtor. **In case the debtor is a minor , the surety’s liability
becomes primary. **There need not be full disclosure of facts to the surety before he gives the guarantee.
TYPES OF GURANTEE:- **Specific Guarantee:- When a guarantee extends to a single transaction or debt it
is known as a specific or simple guarantee. **Continuing Guarantee:- When a guarantee extends to a series of
transactions. It is called continuing guarantee. 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. **There must be delivery of goods. **The goods must be in
deliverable condition. **Only the goods are delivered but not the ownership of goods, there must be purpose.
**Bailee can use the goods. **Goods must be returned or disposed off after the purpose is accomplished.
DUTIES OF BAILOR AND BAILEE:- **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 AND BAILEE:- **Enforcement of rights.
**Avoidance of contract (Sec153). **Return of goods lent gratuitously (Sec 159). **Compensation from a wrong
–doer (Sec 180). PLEDGE (SEC172):-**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 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 AND DUTIES OF
PAWNOR:- **Right to get back goods. **Right to redeem debt. **Presentation and maintenance of the goods.
**Rights of an ordinary debtor.

QUASI CONTRACT:- A quasi contract is an agreement between two parties without previous obligations to
one another that has been created and legally recognized by the court system. under a quasi-contract, neither
involved party is expected to create such an agreement; this contract is arranged and imposed by a judge to correct
a circumstance in which one party acquires something at the expense of the other party. NEGOTIABLE
INSTRUMENTS ACT:-**1988 A "negotiable instrument" means a promissory note, bill of exchange or cheque
payable either to order or to bearer. Types of Negotiable Instruments 1: A promissory note, bill of exchange or
cheque is payable to order which is expressed to be so payable or which is expressed to be payable to a particular
person and does not contain words prohibiting transfer or indicating an intention that it shall not be transferable.
2: A promissory note, bill of exchange or cheque is payable to bearer which is expressed to be so payable or on
which the only or last endorsement is an endorsement in blank. 3: Where a promissory note, bill of exchange or
cheque, either originally or by endorsement, is expressed to be payable to the order of a specified person, and not
to him or his order, it is nevertheless payable to him or his order at his option.] 12[(2)] A negotiable instrument
may be made payable to two or more payees jointly, or it may be made payable in the alternative to one of two,
or one or some of several payees.

MODULE 2
INDIAN PARTNERSHIP ACT 1932:- The law of partnership is contained in the Indian Partnership Act, 1932,
which came into force on 1st Oct., 1932.This is based on the English Law on the subject as contained in the
Partnership Act, 1890. The main principles are the same. The most important change is regarding provision for
registration of firms. Nature of Partnership: Section 4 of the Partnership Act defines Partnership as “the relation
between persons who have agreed to share the profits of a business carried on by all or any of them acting for all”.
The English Partnership Act defines Partnership as “the relation which subsists between persons carrying on
business in common with a view of profit”. Essential Elements Of Partnership:-**There must be at least two
persons. **That it is the result of an agreement. **That it is organised to carryon a business. **That the persons
concerned agree to share the profits of the business. **That the business is to be carried on by all or anyone of
them acting for all. DISSOLUTION OF PARTNERSHIP:-When there is a change in the relations of partners and
the firm continues as a new firm, then it is called dissolution of the partnership or reconstitution of the firm.
Reconstitution of the firm may take place in various ways, namely; 1) by admission of a partner, 2) by retirement
of a partner 3) by expulsion of a partner, 4) by in solveney of a partner,5) by death of a partner and 6) by transfer
of a partner’s share. FORMATION OF PARTNERSHIP:- In a contract of partnership all the elements of a valid
contract must be present. There must be free consent, consideration, lawful object and the parties must have
capacity to contract. Thus an alien friend can enter into partnership, an alien enemy cannot. A minor is not
competent to be a partner. A minor can, however, be admitted to the benefits of partnership, if all the partners
agree to do so. A partnership agreement may be oral or it may be implied or inferred from the conduct of the
parties. When it is reduced to writing it is incorporated in a document known as the Deed of Partnership or Articles
of Partnership. The deed must be stamped according to the provisions of the Stamp Act. Thereafter, the firm may
be registered with the Registrar of Firms, although registration is not compulsory. Because of the disabilities
suffered by an unregistered firm, it is advisable to register every firm. PARTNERSHIP DEED:-**The agreement
creating partnership may be express or implied, and the latter may be concluded from the conduct or the course
of dealings of the parties or from the circumstances of the case. But it is in the interest of the partners that the
agreement must be in writing. The document which contains his agreement is called Partnership Deed. It contains
provisions relating to the nature and principal place of business, the name of the firm, the names and addresses of
the partners, the duration of the firm, profit sharing ratio, interest on capital and drawings, valuation of goodwill
on the death or retirement of a partner, management, accounts, arbitration, etc. The Indian Stamp Act, 1889,
requires that the Deed must be stamped. LIMITED LIABILITY PARTNERSHIP (LLP):- The Limited
Liability Partnership Act, 2008 was enacted by the Parliament of India to introduce and legally sanction the
concept of LLP in India. Unlike the general partnerships in India, LLP is a body corporate and legal entity separate
from its partners, have Perpetual succession and any change in the partners of a LLP shall not affect the existence,
rights or liabilities of the LLP. REGISTRATION PROCESS LLP:-**Obtain digital signature for the partners.
**Apply for the DIN (Director Identification Number) which is necessary to become a partner in the LLP.
**Apply for the name approval for the LLP registration. **Registrar of Companies issues the Certificate of
Incorporation which is the proof for the registration. **File for a Permanent Account Number (PAN) from NSDL
Website. **File LLP agreements and open a current bank account.[13] **Company details can be checked on
Ministry of Corporate Affairs, Companies Master Data Website

MODULE 3
COMPANIES ACT 2013:- The Companies Act 2013 is an Act of the Parliament of India on Indian company
law which regulates incorporation of a company, responsibilities of a company, directors, dissolution of a
company. The 2013 Act is divided into 29 chapters containing 470 sections as against 658 Sections in the
Companies Act, 1956 and has 7 schedules. The Act has replaced The Companies Act, 1956 (in a partial manner)
after receiving the assent of the President of India on 29 August 2013. The Act came into force on 12 September
2013 with few changes like earlier private companies maximum number of member was 50 and now it will be
200. A new term of "one person company" is included in this act that will be a private company and with only 98
provisions of the Act notified. A total of another 184 sections came into force from 1 April 2014. TYPES OF
COMPANIES:- **Public Company limited by shares **Public Company limited by Guarantee having share
capital **Public Company limited by Guarantee and having no share capital **Public unlimited Company having
share capital **Public unlimited Company not having share capital **Private Company limited by shares
**Private Company limited by Guarantee having share capital **Private Company limited by Guarantee and
having no share capital **Private unlimited Company having share capital **Private unlimited Company not
having share capital OPC Company limited by shares **OPC Company limited by Guarantee having share capital
**OPC Company limited by Guarantee and having no share capital **OPC unlimited Company having share
capital **OPC unlimited Company not having share capital. COMPANY FORMATION:- **Company formation
is the process of registering a business as a limited company at Companies House. As a result, the business
becomes a distinct legal entity. The process is also referred to as ‘company incorporation’ and ‘company
registration’. PROCESS:- **Unique company name **Registered office address **Minimum of one director
(manager) **Minimum of one shareholder or guarantor (owner) – can also be the director **Memorandum and
articles of association (governing documents) **Share capital of at least one issued share (limited by shares
companies only) **Up to four Standard Industrial Classification (SIC) codes to describe what the business does.
MODES OF WINDING UP OF A COMPANY:- Under section 297 there are 3 different kinds of winding up a
company. 1- Compulsory 2- Voluntary- members - creditors 3- Wing up under the supervision of the court.
ARTICLES OF ASSOCIATION (AOA):- **The articles of association set out how the company is run,
governed and owned. The articles can put restrictions on the company’s powers – which may be useful if
shareholders want comfort that the directors will not pursue certain courses of action, at least without shareholder
approval. By default, however, the Companies Act 2006 gives a company unlimited powers. **In addition to the
articles, which is a public document, the shareholders may enter into a shareholders’ agreement to augment the
articles in relation to the running, governance and ownership of the company that they want to keep out of the
public domain. **Before the Companies Act 2006 came into force the memorandum of association had to state
in an ‘objects clause’ the types of business and transactions that a company could enter into. MEMORANDUM
OF ASSOCIATION (MOM):- **A Memorandum of Association is a legal document used by private companies
in the UK and other countries to define its relationship with shareholders. **A Memorandum of Association
(MOA) is a legal document prepared in the formation and registration process of a limited liability company to
define its relationship with shareholders. The MOA is accessible to the public and describes the company’s name,
physical address of registered office, names of shareholders and the distribution of shares. The MOA and the
Articles of Association serve as the constitution of the company. The MOA is not applied in the U.S. but is a legal
requirement for limited liability companies in European countries including the United Kingdom, France and
Netherlands, as well as some Commonwealth nations. PROSPECTUS:- A Prospectus is a formal legal document
that is required by and filed with the Securities and Exchange Commission (SEC) that provides details about an
investment offering for sale to the public. The preliminary prospectus is the first offering document provided by
a security issuer and includes most of the details of the business and transaction in question; the final prospectus,
containing finalized background information including such details as the exact number of shares/certificates
issued and the precise offering price, is printed after the deal has been made effective. In the case of mutual funds,
a fund prospectus contains details on its objectives, investment strategies, risks, performance, distribution policy,
fees and expenses, and fund management.

MODULE 4

CONSUMER PROTECTION ACT:- 1986 It is an Act of the Parliament of India enacted in 1986 to protect the
interests of consumers in India. It makes provision for the establishment of consumer councils and other
authorities for the settlement of consumers' disputes and for matters connected therewith also. OBJECTIVE:-•The
main objective of CPA is to provide speedy and simple redressal to consumer disputes. •It is one of the benevolent
pieces of legislation intended to protect the consumers at large from exploitation. CONSUMER RIGHTS:- 1)
Right to safety: protection from hazardous goods. 2) Right to be informed: availability of information required
for weighing alternatives, and protection from false and misleading claims in advertising and labelling practices.
3) Right to choose: availability of competing goods and services that offer alternatives in terms of price, quality,
service. 4) Right to be heard: assurance that government will take full cognizance of the concerns of
consumers,and will act with sympathy and dispatch through statutes and simple and expeditious administrative
procedures. GRIEVANCE REDRESSAL:- It is a management- and governance-related process used commonly
in India. **While the term "Grievance Redressal" primarily covers the receipt and processing of complaints from
citizens and consumers, a wider definition includes actions taken on any issue raised by them to avail services
more effectively. **The traditional approach to Grievance Redressal, which is handled through letters and
complaint forms, has very little appeal and its usage rarely reflects the actual state of customer satisfaction or lack
thereof. Consumer Redressal Machineries and Forums:- For enforcement of the rights of the consumers, the Act
has created special consumer Courts. As Act provides for a three-tier consumer grievance redressal machinery
with the District Forums at the base, the Slate Commission at the middle level and the National Commission at
the apex level. The State and national level bodies also function as appellate authorities. Any verdict given by the
National Commission can be challenged in the Supreme Court. Three-Tier Grievance Redressal Machinery &
Forums:- 1- The District Forum- A complaint can be made when the value of goods and services along with
compensation claimed doesn’t exceed Rs. 20 lakhs. 2- State Commission A complaint can be made when the
value of goods and services along with compensation claimed exceeds Rs. 20 lakhs but doesn’t exceed 1 cr. 3-
National Commission- A complaint can be made when the value of goods and services along with compensation
claimed exceeds Rs. 1 cr.

MODULE 5
INTELLECTUAL PROPERTY RIGHTS (or "IPR") **It is a category of property that includes intangible
creations of the human intellect, and primarily encompasses copyrights, patents, and trademarks. It also includes
other types of rights, such as trade secrets, publicity rights, moral rights, and rights against unfair competition.
SCOPE:- **Intellectual property rights include copyright, patent, trademark, geographic indication of origin,
industrial design, trade secrets, database protection laws, publicity rights laws, laws for the protection of plant
varieties, laws for the protection of semi-conductor chips (which store information for later retrieval), etc. There
is a conventional mode of classification of intellectual property as industrial property and copyrights. INDIAN
PATENT ACT:- **In India the grant of patents is governed by the patent Act 1970 and Rules 1972. **The
patents granted under the act are operative in the whole of India. HISTORY:- **The Patent Law of 1856 **The
Patent and Designs Act, 1911. **The Patents Act, 1970 and Rules 1972 **The Patent amendment act 2005
PURPOSE:- **To enjoy the exclusive rights over the invention. **The patent is to ensure commercial returns to
the inventor for the time and money spend in generating a new product. PATENT INFRINGEMENT:- Patent
infringement typically is caused by using or selling a patented invention without permission from the patent
holder. The scope of the patented invention or the extent of protection is defined in the claims of the granted
patent. RIGHTS OF A PATENTEE:- 1-Right to exploit the patent -The patentee has a right to prevent 3 rd parties,
from exploiting the patented invention. 2-Right to grant license -The patentee has a power to assign rights or grant
license. 3-Right to surrender -The patentee is given the right to surrender the patent by giving notice in prescribed
manner to the controller. 4-Right to sue for infringement -A patentee is given the right to institute proceeding for
infringement of the patent in a district court. TRADEMARK:- A trademark is a mark used in relation to goods
for the purpose of indicating a connection between the goods and some person having the right as proprietor to
use the mark. ** It is a visual symbol in the form of a word, device or a label applied to articles of commerce with
a view to indicate to the purchasing public that they are goods manufactured or otherwise dealt in by a particular
person or a particular organisation as distinguished from similar goods manufactured or dealt in by others.
Trademark infringement:- Trademark infringement occurs when one party uses a trademark that is identical or
confusingly similar to a trademark owned by another party, in relation to products or services which are identical
or similar to the products or services of the other party. COPYRIGHT:- A copyright gives the creator of an
original work exclusive rights to it, usually for a limited time. Copyright may apply to a wide range of creative,
intellectual, or artistic forms, or "works" Copyright does not cover ideas and information themselves, only the
form or manner in which they are expressed. Copyright Infringement:- Copyright infringement is reproducing,
distributing, displaying or performing a work, or to make derivative works, without permission from the copyright
holder, which is typically a publisher or other business representing or assigned by the work's creator. It is often
called "piracy". While copyright is created the instant a work is fixed, generally the copyright holder can only get
money damages if the owner registers the copyright. Enforcement of copyright is generally the responsibility of
the copyright holder.