Tag: Contract Law
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Enforceability of a Term Sheet: Delhi High Court in OYO vs Zostel Hospitality
[Arjim Jain and Shruti Asati are 5th Year B.A., LL.B. (Hons.) students at National Law University, Odisha] In commercial transactions, especially those involving mergers, acquisitions, and venture capital funding, a “term sheet” plays a pivotal role in outlining the contours of the intended arrangement. While these documents often mark a significant milestone in negotiations, their legal enforceability remains a
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Bridging the Gap: The Noida Toll Bridge Verdict and the Future of PPPs in India
[Disha Jain is an independent legal practitioner specialising in commercial law] The Supreme Court’s ruling in Noida Toll Bridge Company Ltd. v. Federation of Noida Residents Welfare Association has sent ripples across the infrastructure and investment sectors. It upholds the Allahabad High Court’s decision directing the Noida Toll Bridge Company Limited (NTBCL) to cease toll collection on the
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Rediscovering India’s Century-old Clarity on Stipulated Damages
[Amoga Krishnan. R is an Advocate] In Cavendish Square Holding BV v. Talal El Makdessi (2015), the United Kingdom Supreme Court eliminated the dichotomy between “genuine pre-estimates” and “penalties” in common law and, with that, recast the contours of the penalty rule. Until then, the reason for the dichotomy at common law between penalties and liquidated damages (“LD”)
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Rewriting the Rules: Why India Must Embrace Unilateral Option Clauses in Arbitration
[Rishab Chand and Rachit Prakash Mathur are 4th year students at the National Law School of India University, Bangalore] The recent Bombay High Court decision in Tata Capital Ltd. v. Vijay Devji Aiya has reignited the debate on the validity of Unilateral Option Clauses (“UOCs”) in arbitration agreements. While the Court held that UOCs are incompatible with principles of fairness and
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Breaking Down Break Fees: Regulatory Trends and Legal Perspectives on Deal Protections in M&A
[Arjim Jain and Shruti Asati are 5th Year B.A., LL.B. (Hons.) students at National Law University, Odisha] On May 5, 2025, Singapore’s Securities Industry Council (“SIC”) released a consultation paper proposing significant amendments to the Singapore Code on Takeovers and Mergers, with a sharp focus on regulating deal protection measures—especially break fees. The proposal seeks to generally prohibit break fees unless
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Evolving Concept of Bailment in Digital Age: Indian Contract Law and Cloud Liens
[Tamanna Yadav is a student at NALSAR University of Law, Hyderabad] In March 2025, the Vuenow Group of Companies, a purported cloud service provider, sold cloud storage units, termed “cloud particles”, worth ₹3,558 crore, luring investors with promises of high returns through a lease-back model. However, the entire scheme was fraudulent. There was no actual cloud
