[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...
SAFE Notes: A Novel Funding and ‘Safe’ Method?
[Devansh Parekh and Tanishq Mohta are BLS. LL.B. students at the Government Law College, Mumbai] When early-stage companies set out to raise capital, they are often presented with multiple fundraising vehicles to accomplish their goal. Over the years, hybrid instruments for investments such as Convertible Compulsory Debentures (“CCD”) and Compulsory Convertible Preference Shares (“CCPS”) have...
Repudiatory Breach of Contract: Right to Affirm Fettered in India
[Sriram Venkatavaradan and Saai Sudharsan Sathiyamoorthy are Advocates practicing at the Madras High Court and can be reached at [email protected] and [email protected] respectively] Where one party to a contract indicates by words or through conduct that he does not intend to perform his obligations, he is said to have repudiated the contract by his actions [Stephen A. Smith, Atiyah’s...
Is India Ready to Adopt the CISG? The Plight of Determinable Contracts
[Anshul Butani is a 5th year B.A. LL.B. (Hons.) student at National Law School of India University (NLSIU), Bangalore] On August 1, 2018, the Government of India enacted an amendment to the Specific Relief Act, 1963 to improve the ease of doing business in India. Prior to the Amendment, specific performance was an exceptional remedy for breach of contracts, granted at the discretion of the court...
Invocation of Pledged Shares: Disqualification from Seat on Committee of Creditors?
[Viti Bansal is a fourth year student of B.A. LL.B. (Hons) at Gujarat National Law University] The Insolvency & Bankruptcy Code, 2016 (“IBC”), under section 21(2), provides that a related party to the corporate debtor who is also a financial creditor of the corporate debtor will have no right of representation, participation or voting in a meeting of the committee of creditors (“CoC”). The...
To Compel or not to Compel: Extension of Arbitration Agreements to Non-Signatories
[Kushagra Jain and Vasundhara Sharan are 4th-year law students at Symbiosis Law School, Noida] The rapid globalization and growing institutionalization of international commercial disputes has led to a plethora of international and national laws, rules, and commentary. Reference to arbitration originates from the contours of the arbitration agreement and maintains privity of contract, consent by...
“No Oral Modification” Clause: A Tussle Over Interpreting Party Autonomy
[Divyansh Pareek and Divyansh Bhardwaj are 4th and 3rd year students of National Law University Odisha respectively] The Singapore Court of Appeal in Charles Lim Teng Siang v Hong Choon Hau (“Teng Siang”) has instigated a debate on the significance and extent of party autonomy in the contract. The court held that parties in a contract consisting a “no oral modification” clause (“NOM Clause”) can...
Proportionality: A New Special Equities Exception Against Invocation of Bank Guarantees
[Rhythm Buaria is an Advocate based in New Delhi] In an appeal under section 37 of the Arbitration and Conciliation Act, 1996 (“Arbitration Act”), a Division Bench of the High Court of Delhi in Hindustan Construction Co. Ltd. v. National Hydro Electric Power Corporation Ltd., held that proportionality constitutes a special equities exception against invocation or encashment of unconditional bank...
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