Tag: Contract Law
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The Implied Authority of a Managing Director
[Posted by V. Niranjan] Does a managing director have implied authority to suspend the Chairman of the board of directors? This is a question the Court of Appeal considered in its recent judgment in James Butler v John Smith. The leading judgment was given by Arden LJ. The case is significant because it dealt not…
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Illegitimate pressure in economic duress
[Posted by Shantanu Naravane] Traditionally, duress rendered a contract voidable only if it was physical duress (which involved a threat to the person or belongings of an individual), but following the decision of the Privy Council in Pao On v Lau Yiu Long, the concept of economic duress was also recognised. It is now fairly…
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Rescission and Repudiatory Breach
[Posted by Shantanu Naravane] When C and R enter into a contract which is breached by R, C can either claim specific performance of the contract, or elect for the breach to have discharged the contract and claim damages. However, in cases where the latter option is chosen, it has been recognized since Johnson v…
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The Court of Appeal on the ‘Entire Contract Doctrine’
[Posted by V. Niranjan] In any synallagmatic arrangement (such as a contract), it is often necessary to determine at what stage one party is entitled to call on the other to perform. Consider two common cases: (i) A enters into a contract with B which he breaches, B wishes to treat this as a repudiatory…
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Limits to the ICS Approach and the Implication of Terms into a Contract
[Posted by V. Niranjan] Sir Guenter Treitel has said that Diplock LJ’s judgment in Hongkong Fir Shipping v Kawasaki Kisen “has a fair claim to being the most important judicial contribution to English contract law in the past century.” Perhaps not too far behind is Lord Hoffmann’s speech in Investor Compensation Schemes v West Bromwich…
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‘Matter which is the subject of an arbitration agreement’
[Posted by Shantanu Naravane] The English High Court, in August this year, has decided an important point on the scope of an arbitration agreement, which, given the similarities in language between section 9 of the English Arbitration Act and section 8 of the Indian Act, is of significance in the Indian context too. The claimant…
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Court of Appeal on the Award of Damages
[Posted by Shantanu Naravane] A recent decision of the UK Court of Appeal revisits the issue of alternative remedies, one on which there has been significant academic debate. An earlier post discussed the issue of concurrent liability in contract and tort, where the Court of Appeal had clarified some doubts in the area. However, the…
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The Nature of an Arbitrator’s Contract with the Parties
[Posted by V. Niranjan] There are some contracts that cannot be easily analysed under existing classifications of legal relationships. An example with which readers may be familiar is a software transfer agreement, which, in the words of Professors Green and Saidov, “…is not truly analogous to any conventional chattel with which the law is familiar”.…
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Good Faith in English Contract Law
[Posted by Shantanu Naravane] Over the past few years, the traditional distinction between the common law and civilian notions of good faith in the law of contract has been blurred. However, instead of incorporating a general obligation of good faith in contract, English law has adopted a piece-meal approach, by accepting the obligation of good…
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Enforceability of “Side Letters”
[Posted by Umakanth Varottil] Background It is customary for parties to enter into “side letters” in corporate and commercial transactions. Side letters are documents which are ancillary to the principal transaction documentation. There are a number of reasons why parties could potentially enter into side letters, rather than include their subject matter in the principal…