Recently, the England and Wales High Court (Commercial Court) had the occasion in Cantor Fitzgerald & Co. v. Yes Bank Limited [2023] EWHC 745 (Comm) (31 March 2023) to consider contractual language in capital market transactions. While the contract itself was governed by English law, the ruling has implications on contractual interpretation more generally, in addition to its relevance to...
Promissory Estoppel Revisited: Comment on State of Jharkhand v. Brahmputra Metallics Ltd.
[Kaustav Saha is a Lecturer at Jindal Global Law School. His research interests include private law and legal theory.] The doctrine of promissory estoppel has had a somewhat unprincipled evolution in Indian law, particularly in its relation to the doctrine of consideration and, more pertinently to this post, in its role and character as a public law remedy. In this context, the case of State of...
Does the expression “charges” always include demurrage? Supreme Court answers in the negative
[Raghav Bhatia is an advocate, practising at the Supreme Court and Delhi High Court, and Mahima Tahiliani is a third-year law student at UPES Dehradun] Recently, in Food Corporation of India v. Abhijit Paul, the Supreme Court of India [‘SC’] has observed that the expression “charges” does not include demurrage ipso facto and the same has to be determined in light of the terms of contract between...
Government AI Procurement in India: Can WEF Guidelines Solve the Latency?
[Jishnu M Nair is a Senior Attorney at IBM] With a score of 63.67, India is at the 32nd position in the Government AI readiness Index 2022, issued by Oxford Insights. The index symbolizes that India is more policy-ready than Brazil and Greece, and less policy-ready than China and Malaysia. Although 32 might not be a desirable rank, for a developing nation to be in the first 25% of the countries...
‘Beneficial Owner’ is not a ‘Related Party’ under the IBC
[Tejas A. Jha is an Advocate, practicing in New Delhi] Recently, a major cause of concern has been highlighted by legal experts in regard to financial creditors seeking to invoke pledged shares in the corporate debtor. The concern is that when the said pledged shares are invoked, the financial creditor’s seat in the committee of creditors of the corporate debtor (“CoC”) may be put to challenge on...
Supreme Court on Pledge of Shares: Insider Trading Regulations May Require Review
[Vinita Nair is a Senior Partner at Vinod Kothari & Co.] Recently, in PTC India Financial Services Limited v. Venkateshwar Kari, the Supreme Court held that ‘beneficial ownership’ in the context of the Depositories Act should not be confused with beneficial ownership under general law as it is merely a procedural precondition to sale by the pledgee. Further, the Court found that there is no...
Supreme Court on Pledge of Shares: Takeover Regulations May Require Review
[Vinita Nair is a Senior Partner at Vinod Kothari & Co.] In PTC India Financial Services Limited v. Venkateshwar Kari, the Supreme Court of India brought out a very important distinction between the meaning of ‘beneficial owner’ under the depository legislation, and the right of the pledgee or security interest holder to cause the sale of goods pledged by pledgor in terms of the rights...
Supreme Court Reiterates its Limited Jurisdiction to Interfere with Contractual Terms
[Raghav Bhatia is an Advocate practising at the Supreme Court of India] Recently, in Indian Oil Corporation Ltd. v. Shree Ganesh Petroleum Rajgurunagar, the Supreme Court of India (“Supreme Court”) has reiterated that courts and arbitral tribunals have limited jurisdiction when it comes to interfering with the terms of a contract. Background The Indian Oil Corporation Ltd. (“lessee”) and M/s...
SBI v. Mahendra Kumar Jajodia: Resolving Ambiguity in the Personal Guarantor Jurisprudence?
[Dhaval Hemesh Sheth is a second-year student at National Law University, Delhi.] On 27 January 2022, the National Company Law Appellate Tribunal (‘NCLAT’) in the matter of State Bank of India v. Mahendra Kumar Jajodia (‘Mahendra Kumar case’) ruled that an application filed under section 95(1) of the Insolvency and Bankruptcy Code, 2016 (‘Code’) before the National Company Law Tribunal (‘NCLT’)...
‘Group of Companies’ Doctrine in the Amazon-Future Dispute: Analysis under Indian Law
[Chinmayanand Chivukula is an Advocate based in Hyderabad] The ‘group of companies’ doctrine originated in France in the ICC case of Dow Chemical France v. Isover Saint Gobain. In essence, it requires non-signatories to be bound by an arbitration agreement if such mutual intention can be made out amongst the entities within a group of companies. The purpose of the doctrine is to deconstruct...
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