CONTRACT - According to sec.

2(h), a contract is
defined as an agreement enforceable by law.

AGREEMENT - According to sec.2(e), every

promise and every set of promises forming
consideration for each other.
Consideration is the return benefit the parties to
the contract get.
Agreement = Offer + Acceptance
PROMISE - According to sec.2(b), a
proposal when accepted becomes a promise.
AGREEMENT Contract

Offer + Acceptance Agreement + its legal

enforceability
May create social or legal Creates only legal obligations
obligation between the parties.
All agreement do not become All contracts are based on
contracts agreements

CONSENSUS - AD – IDEM-
According to Sec.13, meeting of minds or identity
of minds or receiving the same thing in same
sense at same time.
1. A Valid Offer & acceptance.
2.Intention to create legal relationship.
3.Consensus - ad - idem.
4. Lawful Consideration.
5.Capacity to contract.
6.Free consent.
7.Legality of object.
8.Possibility of performance.
9.Writing & registration.
Valid contract - If all the condition are fulfilled it is
called as a valid contract.
Invalid contract - In a contact if any one condition
is not fulfilled.
Is void (Void-ab-initio) - An agreement which is
not valid from the beginning.
Becomes void - An agreement which is valid in
the beginning but due to some supervening
impossibility the contract becomes void.
Voidable contract - A contract which is valid
unless until avoided by either the party.
Illegal contract - An agreement forbidden by
law. It involves the commission of crime or
violate public policy, or immoral in nature.
Unenforceable contract - It is valid but due
to some technical defect the contract becomes
void. In case defects are removed the contract
is enforceable.(lack of registration, lack of
signature etc.,)
Express contract - When contracts
are either in writing or in oral.
Implied contract - When contracts
are neither in writing nor in oral but
inferred from the acts or circumstances
of a particular case.
Quasi Contract: It is not actually entered
into by the parties but is something
imposed on a party by law.
Executed contract - In a contract where both the
parties have performed their obligation, there
remains nothing to perform.
Executory contract - In a contract where both the
parties are yet to perform their obligation.
Unilateral contract - In a contract one party has
performed his obligation and other person is
yet to perform his obligation.
Bilateral contract - In a contract where both the
parties have performed their obligation.
Bilateral & Executory are same and inter -
changeable.
 According to Sec.2(a), when a person
signifies to another his willingness to do
or to abstain from doing something with a
view to obtaining the assent of that other
to such an act or abstinence, he is said to
make a proposal.
TYPES OF OFFER:
 Express offer
 Implied offer
 Specific offer
 General offer
 Cross offer
 Counter offer
 Standing offer
Express offer - When offer is given to another person either in
writing or in oral.
Implied offer - When offer is given to another person neither in
writing nor in oral.
Specific offer - When offer is given to a specific person.
General offer - When offer is given to entire world at a
large.(Carlill Vs. Carbolic smoke ball Co.,)
Cross offer - When both the persons are making identical offers
to each other in ignorance of other’s offer.
Counter offer – When a person to whom the offer is made,
instead of accepting the terms of the offeror desires
modification of the same.
Standing offer - An offer which remains continuously
enforceable for a certain period of time.
(1) that the advertisement was not a unilateral offer to all
the world but an offer restricted to those who acted upon
the terms contained in the advertisement
(2) that satisfying conditions for using the smoke ball
constituted acceptance of the offer
(3) that purchasing or merely using the smoke ball
constituted good consideration and more people buying
smoke balls by relying on the advertisement was a clear
benefit to Carbolic
(4) that the company's claim that £1000 was deposited at
the Alliance Bank showed the serious intention to be
legally bound.
 Offer must be given with an intention to create a
legal relationship.(Balfour Vs. Balfour)

 Offer must be definite.(Taylor Vs. Portington)

 There is a difference between offer, invitation to

offer, invitation to sale. (Harris Vs. Nickerson)

 Offer must be communicated. (Lalman Vs. Gauri

Dutt). Communication of offer is complete only when
it reaches the person to whom it is made.

 Mere statement of price is not an offer.(Harvey Vs.

Facey)
First telegram from Harvey to Facey-"Will you
sell us Bumper Hall Pen? Telegraph lowest
cash price".
Facey replied on the same day: "Lowest price
for Bumper Hall Pen £900.
" Harvey then replied in the following
words. "We agree to buy Bumper Hall Pen for
the sum of nine hundred pounds asked by
you. Please send us your title deed in order
that we may get early possession."
According to sec.2(b), when a person made a proposal to
another to whom proposal is made, if proposal is assented
there to, it is called acceptance.

LEGAL RULES FOR ACCEPTANCE

• Acceptance must be absolute and unconditional. (Neale Vs
Merret)
• Acceptance must be given as per the mode prescribed by the
offerer.
• Acceptance must be given before the lapse of time or within
reasonable time.
• Acceptance may be given by any person in case of general
offer
• Acceptance must be given by the person to
whom the offer is made or by an authorised
person. ( Powell Vs Lee)
• Acceptance must be communicated.
(Bordgon Vs. Metropolitan Rly. Co.)
• Mental acceptance is no acceptance or
acceptance must not be derived from
silence.
• Acceptance must not be precedent to offer.
According to Section 4,
The communication of offer is complete when
it comes to the knowledge of the person to
whom it is made.
The communication of acceptance is complete-
 As against the proposer- when it is put in to
a course of transmission to him so as to be
out of the power of the acceptor.
 As against the acceptor – when it comes to
the knowledge of the proposer.
 A proposal may be revoked at any time
before the communication of acceptance is
complete as against the proposer but not
afterwards.

 An acceptance may be revoked at any time

before the communication of acceptance is
complete as against the acceptor but not
afterwards.
M, by a letter posted on 1st June, offers to sell
his car to N for 5 lakhs. The letter reaches N
on 3rd of June. N accepts the offers by a letter
posted on 5th. The letter reaches M on 7th.
Communication of offer -3rd June.
Communication of acceptance-
as against the proposer- 5th June
As against the acceptor- 7th June
Proposal can be revoked – before 5th June
Acceptance can be revoked – before 7th June
Lapse of offer:
 Revocation
 Lapse of time
 Death or Insanity of offerer
 Counter Offer
 Acceptance not as per the prescribed mode
 Destruction of subject matter of contract
 Rejection of offer by offeree.
B offered to sell his house to A forRs.50,000. A
accepted the offer by post. On the next day,
A sent a telegram revoking the acceptance
which reached B before the letter. Is the
revocation of acceptance valid? What would
be the effect if both the letter of acceptance
and the telegram of revocation of acceptance
reach B at the same time?
 Yes. The revocation of acceptance is valid
because the acceptor may revoke his
acceptance at any time before the letter
of acceptance reaches the offeror.

 If both letter and telegram reach B at the

same time, the formation of contract will
depend on the fact – which of the two is
opened first by B. If B reads the telegram
first, revocation is valid, but if the letter is
read first, revocation is not possible.
 According to sec 2(d) consideration 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 absinence or
promise is called a consideration for the promise

A party to an agreement who promises to do

something must gain something in return. This
something in return is called consideration.
1) Consideration must always be provided at the desire of the
promisor.
[Durga Prasad v. Baldeo ]
2)It may be pro vided by the promisee or any other person.
[Chinnaya v. Ramayya ]
3)It may be past ,present or future .
4)It need not be adequate . It must be of some value in the
eyes of law.
5)It must be real , certain and possible. (Harvey Vs Gibbons)
(Stilk Vs Myrick).
6)It must not be illegal , immoral or opposed to public
policy .
 Love & affection ( Venkataswamy Vs
Rangaswamy)
 Compensation for voluntary service
 Promise to pay a time – barred debt
 Completed gift
 No consideration is necessary to create an
Agency
 Charity (Kedarnath v. Gauri Mohamed ) (Abdul
Aziz Vs Masum Ali)
 Guarantee by surety
It is general rule of contract that only parties to
contract can sue & be sued on that contract .
This rule is known as ‘Doctrine of privity’ i.e
relationship between the parties to contract .
(Dunlop Pneumatic Tyre Co. Vs Selfridge and Co Ltd)

Exceptions
1)A trust or a charge
2)Marriage settlement , partition or other family
arrangements .(Shubbu ammal Vs Subramaniyam)
3) Estoppel (Acknowledgement)
4)Assignment of contract .
5)Contract with agent .
6) Convenants running with land .
Following are the condition for a person to
enter into contract
 He must be major
 He must be sound mind
 He must not be disqualified by any other
law.
a) Minor
b) unsound person
c) others
i.e alien enemy,
insolvent,
convict,
company/corporationagainst MOA /
AOA .
 According to Indian majority act sec(3) minor is
defined as any person under the age of 18
years . In the following cases a person is said to
be minor if he does not complete the age of 21
years
a) any person under the guardian & wards
act,1890
b)any person who comes under superintendence
of law/legal representative.
 Rule 1 : judges are counsellors ,
jury is the servant ,
law is the guardian .
 Rule 2:in case minor entered into a
contract which is unlawful , illegal ,
immoral he is also prosecutable &
punishable under the relevant law.
 An agreement with minor is void ab initio and
he is not liable to return the benefits received
under a void agreement.
[Mohiri Bibi v. Dharmadas Ghase]
 Minor can be a beneficiary
[Abdul Gaffar Vs Prem piar lal]
 Minor cannot ratify his agreement on attaining
the age of majority
(Smith Vs King)
 He can enter into contract for his necessary
[Robert v. Gray ]
 Minor can be a shareholder
 Minor cannot act as a partner
 Minor can act as an agent
 A Minor is liable for punishment for criminal
offences.
 According to sec(12) a person generally
sound , occasionally unsound can enter into
a contract when he of sound mind
 A person generally unsound occasionally
sound can enter onto contract when he is
sound mind .
Persons of unsound mind:
1)Lunatic ,
2)Idiots ,
3)Drunken or intoxicated persons .
A person is said to be of a sound mind for the
purpose of making a contract, if ,at the time
when he makes, he is capable of
understanding it and forming a rational
judgment as to its effect upon his interests.

Lunatic: A lunatic suffers from intermittent

conditions of sanity and insanity.
Idiot: An idiot does not possess understanding
power at all. It is a permanent condition and
the contract is void.
Drunken Person: When a person is drunk he
losses his capacity to form a rational
judgment during that time.
 Alien Enemies- One whose country is at war
with India.

 Foreign Ambassadors- They are

representatives of foreign countries. They can
enter into a contract but legal action can be
taken only with permission of CG.
 Convicts- Convict is a person in jail.
 Insolvents- A person whose debts are more
than his assets. His property will come in to
the possession of the official receiver.
Sec 13 defines “consent” as “Two or more persons
are said to consent when they agree upon the same
thing in the same sense”. According to Sec 14,
consent is said to be free when it is not caused by:
1.Coercion
2.Undue influence
3.Fraud
4.Misrepresentation
5.Mistake
According to Sec 15 coercion means “Committing or
threaten to commit any act forbidden by Indian
Penal Code 1860 or unlawful detaining or threating
to detaining any other persons property with a view
to enter into an agreement. It is immaterial whether
the IPC is or is not in force where the coercion is
employed”

The threat amounting to coercion need not

necessarily be from a party to contract , it may also
proceed from a stranger to the contract.
Consent is said to be caused by coercion when obtained
by:
1.The committing or threatening to commit any act
forbidden by the Indian Penal Code
2.The unlawful detaining or threatening to detain any
property.

Chikkim Ammiraju vs. Seshamma:

In this case a person threatened his wife and son that he
would suicide if she doesn’t transfer her property in his
brother’s favour. The wife and son executed the release
of the deed under the threat . Held the threat of suicide
amounted to coercion within Sec 15 and the release
deed was therefore voidable.
This also is a very important case to prove that threat to
commit suicide amounts to coercion.
Ranganayakamma vs. Alwar Setty:
 3.Muthia vs. Muthu Karuppa:
An agent refused to hand over the account
books of a business to the new agent
unless the principal released him from all
liabilities. The principal had to give a
release deed. held the deed was given
under coercion and was voidable at the
option of the principal.
Sometimes a party is compelled to enter into a
contract against his will as a result of unfair
persuasion by the other party.

Section 16 defines undue influence as follows

A contract is said to be induced by “undue
influence” where 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 over the other
1. There are two persons
2. The relations are satisfying between them
3. One must dominate the other
4. There must be unfair advantage
5. It involves the moral pressure
There is an undue influence between the following
persons:
-Principal and agent
-Superior and and subordinate
- Doctor and patient
- Father and son
- Teacher and student
- Promoter and company
- Master and servant
- Spiritual advisor and devotee
 Among the following relations there is no undue
influence
1.wife and husband
2.landlord and tenant
3.debtor and creditor

CASE: Raniannapurna vs. Swaminathan

A poor Hindu widow was persuaded by a money
lender to agree to pay 100% rate of interest on
money lent by him. She needed the money to
establish her right to maintenance. It was a clear
case of undue influence and the court reduced the
rate of interest to 24%.
 Mannu Singh Vs Umadat Pandey
 Shersingh Vs Prithi Singh
Coercion Undue Influence

Law does not presume coercion Law presumes coercion under

under any circumstances. some circumstances.

It may be exercised by a stranger It is exercised only by a party to

to a contract. the contract.

It involves threat to one’s life or It involves the use of one’s

property. position to advantage

It amounts to commission of crime It does not amount to commission

punishable under IPC. of crime punishable under IPC
According to Sec 17 fraud means and includes
any of those acts committed by a party to
contract or with his connivance or by his agent
with an intent to deceive or induce a person to
enter a contract.

1. The suggestion that a fact is true when it is

not true and the person making it does not
believe in it to be true
2. The active concealment of a fact by a person
having knowledge or belief of the fact.
3. A promise made without any intention of
performing it
4. Any other act fitted to deceive
5. Any such act or omission as the law
specially declares to be fraudulent
The essentials of fraud are:

1. There must be a representation or assertion

and it must be false.

2.The representation must relate to a fact.

3.The representation must have been made

with the intention of inducing the other party
to act upon it.

4.The representation must have been made

with a knowledge of its falsity.

5.The other party must have subsequently

suffered some loss
 He can rescind the contract and he has to
exercise the right of recession within a
reasonable time.

 He can insist on the performance of the

contract upon the condition that he is put in
the position in which he would have been had
the representation be true.

 He can claim damages.

 where the affected party had the means of
discovering the truth by ordinary diligence.

 Where the party after becoming aware of

fraud takes benefit under the contract. (Long
Vs Lloyd).

 Where before the contract is rescinded by

affected party, a third party acquires interest
in the subject matter.

 Where the parties cannot be restored to their

original position.
According to Sec 18 there is misrepresentation:
 When a person positively asserts a fact is true
when his information does not warrant it to be
so, though he believes it to be true.

 When there is any Breach of duty by a person

which brings an advantage to the person
committing it by misleading another to his
prejudice

 When a party causes however innocently the other

party to the agreement to make a mistake as to
the substance of the thing which is the subject of
the agreement
Misrepresentation is a false representation of fact
made by a party to an agreement with out any
intention to deceive the other party.
Derry vs Peek
Essentials of Misrepresentation:
1. There must be a representation or assertion and it
must be false and his intention is not to deceive the
other party.

2.The representation must relate to a fact.

3.The representation must have been made with the

intention of inducing the other party to act upon it.

4.The person making it should honestly believe it to be

true.

5.The other party must have subsequently suffered

some loss
 He can rescind the contract.

 He can insist on the performance of the

contract upon the condition that he is put in
the position in which he would have been had
the representation be true.
 where the affected party had the means of
discovering the truth by ordinary diligence.

 Where the party after becoming aware of

misrepresentation takes benefit under the
contract.

 Where before the contract is rescinded by

affected party, a third party acquires interest
in the subject matter
.
 Where the parties cannot be restored to their
original position.
 Mistake can be defined as “ an incorrect idea
or opinion about something.

Types of Mistake:
1) Mistake of Law
a) Indian Law – Ignorance of law is no
excuse.
b) Foreign Law- Void
2) Mistake of Fact
a) Bilateral Mistake
b) Unilateral Mistake
Bilateral Mistake:
According to section 20, where both the parties to
an agreement are under a mistake as to a matter
of fact essential to the agreement, the agreement
is void.
Bilateral Mistake as to the subject matter:
1. Mistake as to the very existence of the subject
matter.
2. Mistake as to the identity of the subject matter.
3. Mistake as to the quality of the subject matter.
4. Mistake as to the quantity of the subject
matter.
5. Mistake as to the title of the subject matter (
Cooper Vs Phibbs)
6. Mistake as to the price of the subject matter (
Webster Vs Cecil)
Bilateral mistake as to the possibility of
performing the contract:
1.Physical Impossibility
2. Legal Impossibility

Unilateral Mistake:
When one of the parties to the contract is
under a mistake as to the matter of fact, it
is known as unilateral mistake.

A contract is not voidable merely because it

was caused by one of the parties to it being
under a mistake.
 When there is a mistake as to the identity of
the person contracted with. ( Sowler Vs
Potter)

 When there is a mistake as to the nature of

the contract. (Foster Vs Mackinnon)
According to section 23, The object of the
agreement is lawful unless “it is forbidden by
law or is of such a nature that, if permitted, it
would defeat the provisions of any law or is
fraudulent or it involves or implies injury to
the person or property of another or the
court regards it as immoral or opposed to
public policy.
Every agreement of which the object or
consideration is unlawful is void.
 Forbidden by law- Giving bribe to get a job,
selling pirated movie cds.
 Defeats the provision of any law-
Ramamurthy Vs Goppayya
 If it is fraudulent – Swindling the public
money
 If it involves or implies harm to the person or
property – Ramsaroop vs Bansi Mandar
 If the court regards it as immoral- Baivijli Vs
Nansa Nagar
 If the court regards it as opposed to public
policy- black marketing, adulteration,
agreement with alien enemy.
 An agreement in restraint of marriage.

 An agreement in restraint of trade.

 An agreement in restraint of legal

proceeding.
A wager contract is a contract in which one
person promises to another to pay money or
money’s worth by the happening of an
uncertain future event in consideration for
other person’s promise to pay if the event
does not happen.
 There are two persons.
 There must be an uncertain future event.
 No control over the event by both the parties.
 There must be a reciprocal promise.
 Others are not interested in the contract.

In a wrestling bout, A tells B that wrestler no.1 will

win. B challenges the statement of A. They bet with
each other over the result of the bout. This is a
wagering agreement.
A contingent contract is a contract to do or not to
do something, if some event, collateral to such
contract, does or does not happen. It is also
called a conditional contract.
Essential Elements of a Contingent Contract:
 There are two persons.
 There must be an uncertain future event.
 Some control over the event but not absolute
control.
 There is no reciprocal promise between the
persons.
 Others may be interested in the contract.
 It is a valid contract.
 Contingent contracts dependent on happening of
an uncertain future event cannot be enforced until
the event has happened.( Sec 32 )

 Where a contingent contracts is to be performed if

a particular event does not happen, its
performance can be enforced when the happening
of that event becomes impossible.( Sec 33 )

 If a contract is contingent upon how a person will

act at an unspecified time, the event shall be
considered to become impossible when such
person does anything which renders it impossible
that he should so act within any definite time, or
otherwise than under further contingencies.( Sec
34)
 Contingent contracts to do or not to do
anything, if a specified uncertain event does
not happen within a fixed time, may be
enforced if the event does not happen or its
happening becomes impossible before the
expiry of that time.( Sec 35 )

 Contingent agreements to do or not to do

anything, if an impossible event happens, are
void, whether or not the fact is known to the
parties. (Sec 36)
 Wager agreement
 There is a reciprocal promise.
 It is a void contract.
 Others are not interested in the contract.
 It is contingent in nature.
Contingent agreement
 There is no reciprocal promise.
 It is a valid contract.
 Others are interested in the contract.
 It may not be wagering in nature.
DISCHARGE BY PERFORMANCE
DISCHARGE BY AGREEMENT OR CONSENT
DISCHARGE BY IMPOSSIBILITY OF
PERFORMANCE
DISCHARGE BY LAPSE OF TIME
DISCHARGE BY OPERATION OF LAW
DISHARGE BY BREACH OF CONTRACT
ACTUAL PERFORMANCE
When both parties perform their promises & there is
nothing remaining to perform.
ATTEMPTED PERFORMANCE :
When the promisor offers to perform his obligation but
promisee refuses to accept the performance. It is also
known as tender.
Conditions of Performance:
 Unconditional: It is made as per the terms of contract.

 Proper Time: It is performed within the stipulated time

or during business hours.
 Proper Place: Stipulated place or promisee’s place of
business
 Opportunity to examine:

 For the whole obligation:

 Promisor Himself

 A person authorized by promisor

 Legal Representative

 Third Person

 Joint Promisors
 Devolution means transfer or passing over from
one person to another.

According to section 42, when a joint promisor

dies his legal representatives must fulfill the
promise jointly with the surviving promisor.

According to section 43, When two or more

persons make a joint promise, the promisee may
in the absence of express agreement to the
contrary, compel any one or more of such joint
promisors to perform the whole of the promise.
 When one of the joint promisors alone
performs the whole of the promise, he may
claim an equal contribution from the other
joint promisors.

 If any one of the joint promisors makes

default in paying contribution, the remaining
joint promisors must bear the loss arising
from such default in equal shares.
When a person has made a promise to two or more
persons jointly, then, unless a contrary intention
appears from the contract, all such joint
promisees can claim performance. If any of the
joint promisees die, his legal representatives
along with surviving joint promisees can claim
performance.

A, in consideration of 5,000 rupees, lent to him

by B and C, promises B and C jointly to repay
them that sum with interest on a day specified. B
dies. The right to claim performance rests with
B's representative jointly with C during C's life,
and after the death of C with the representatives
of B and C jointly.
1. where by the contract, a promisor is to perform
his promise without the application by the
promisee and no time for performance is
specified, the promise must be performed within
a reasonable time.

2. where a promise is to be performed on a certain

day and the promisor has undertaken to perform
with out the application by the promisee, the
promisor may perform any time during usual
hours of business and at the place at which
promise ought to be performed.
 where a promise is to be performed on a
certain day and the promisor has not
undertaken to perform without the application
by the promisee, it is the duty of the promisee
to apply for performance at a proper place and
within the usual hours of business.

 When a promise is to be performed without

application by the promisee and no place is
fixed for the performance of it, it is the duty of
the promisor to apply to the promisee to fix a
reasonable place of the promise.
 The performance of any promise may be made
in any manner or at any time which the
promisee prescribes or sanctions.
According to section 2(f), “ promises which
form the consideration or part of the
consideration for each other are called
reciprocal promises.

Rules regarding performance of reciprocal

promises:
 when a contract consists of reciprocal
promises to be simultaneously performed,
the promisor need not perform his promise
unless the promisee is ready and willing to
perform his reciprocal promise.
 Where the order in which the reciprocal promises
are to be performed is expressly fixed by the
contract, they shall be performed in that order.

 When a contract contains reciprocal promises and

one party to the contract prevents the other from
performing, the contract becomes voidable.

 where the nature of the reciprocal promises are

such that one of them cannot be performed till
the other party performs and if the other party
fails to perform, he cannot claim from the first
party and he has to compensate the first party
for any loss sustained.
 when time is an important part of the
contract, failure to perform makes the
contract voidable.

 when time is not an important part of the

contract, failure to perform does not make
the contract voidable but the promisee is
entitled for compensation for any loss.
 Where a debtor, owing several distinct debts to one person,
makes a payment to him, either with express intimation, or
under circumstances implying that the payment is to be applied
to the discharge of some particular debt, the payment if
accepted, must be applied accordingly.

 Where the debtor has omitted to intimate and there are no other
circumstances indicating to which debt the payment is to be
applied, the creditor may apply it at his discretion to any lawful
debt actually due and payable to him by the debtor whether its
recovery is or is not barred by the law in force for the time being
as to the limitation of suits.

 Where neither party makes any appropriation, the payment shall

be applied in discharge of the debts in order of time, whether
they are or are not barred by the law in force for the time being
as to the limitation of suits. If the debts are of equal standing,
the payment shall be applied in discharge of each
proportionately.
It refers to transferring one’s contractual rights
and liabilities under a contract to a third
party.
It may take place due to-
 By the act of parties.
- Assignment of contractual obligations
- Assignment of contractual rights
 By operation of law.
 Contractual obligation involving personal skill
or ability cannot be assigned.

 The promisor cannot compel the promisee to

accept any other as being liable on the promise.

Assignment of contractual rights:

 The rights and benefits under a contract not
involving personal skill can be assigned subject
to all equities between the parties.
Assignment by operation of law:
 Death of a party- pass on to the legal heirs.
 Insolvency of a party- pass on to the official
assignee or receiver.
 NOVATION (Sec 62): New contract substituted for old
contract with the same or different parties.

 RESCISSION (Sec 62) : Cancellation of contract by mutual

consent or by the failure of one of the parties to perform.

 ALTERATION (Sec 62):When one or more terms of

 a contract is/are altered by the mutual consent of the
parties to the contract

 REMISSION (Sec 63) : Acceptance of a lesser fulfilment of

the promise made.

 WAIVER : Not to insist on certain obligations of a person

arising out of the contract
 MERGER :When an inferior right accruing to a party to
contract merges into a superior right accruing to the
same party
 KNOWN TO PARTIES- Void ab initio
 UNKNOWN TO PARTIES- Void on the ground of
mutual mistake.
 When the promisor alone knows the
impossibilty- compensate the loss suffered by
the promisee.

 SUPERVENNING IMPOSSIBILITY (Sec 56)-

Impossibility subsequent to the formation of the
contract.
Destruction of subject matter
Non-existance of state of things
Death or incapacity of personal services
Change of law
Outbreak of war
 DEATH
 MERGER
 INSOLVENCY
 UNAUTHORISED ALTERATION OF THE TERMS
OF A WRITTEN AGREEMENT
 RIGHTS & LIABILITIES VESTING IN THE SAME
PERSON
 ACTUAL BREACH :
 At the time of performance
 During the performance

 ANTICIPATORY BREACH – party to the contact

declares his intention not perform before the
performance is due.
 By the act of promisor
(implied repudiation)
 By renunciation of obligation
(express repudiation)
THE LIMITATION ACT 1963, CLEARLY STATES
THAT A CONTRACT SHOULD BE PERFORMED
WITHIN A SPECIFIED TIME CALLED PERIOD
OF LIMITATION.

IF IT IS NOT PERFORMED AND IF THE

PROMISEE TAKES NO ACTION WITHIN THE
LIMITATION TIME, THEN HE IS DEPRIVED OF
HIS REMEDY AT LAW
A remedy is a means given by law for th enforcement
of a right
Following are the remedies
1. Rescission

2. Damages

3. Suit upon quantum meruit.

4. Suit for specific performance.

5. Suit for injunction.

When a contract is broken by one party, the other
party may sue to treat the contract as rescinded
and refuse further performance. In such case, the is
absolved of all his obligations under the contract.

The court may give rescission due to

1)contract is voidable.2)contract is unlawful

The court may refuse to rescind if

1)Plaintiff has ratified the contract.

2)Parties cannot be restored to the original position.
3)The third party has acquired for value.
4)When only a part is sought to be rescinded.
 Damages are a monetary compensation allowed to
the injured party by the court for the loss or injury
suffered by him by the breech of the contract.

 The objective of awarding damages for the breech

of contract is to put the injured party in the same
position as if he had not been injured.

 This is called the doctrine of restitution. The

fundamental basis is awarding damages for the
pecuniary loss.
Ordinary Damages: The damages that arise naturally in
the usual course of business.

Special Damages: The damages that the parties to the

contract know, when they enter in to a contract and
the loss are the result of the breach. (Simpsons Vs
London and N.W. Rail co.)
Vindictive Damages:
- Breach of promise to marry
- Wrongful dishonour of cheque by bank (I.V.Rajagopal
Vs Canara Bank)
Nominal Damages: Damages awarded to the affected
party who has not actually suffered any loss due to the
breach. (Brace Vs Calder)
Damages for inconvenience and Discomfort
Damages for loss of reputation
The phrase quantum meruit literally means ‘as much as
earned’. It means payment in proportion to the amount
of work done.
 When a contract becomes void
 When a person does something without any intention to
do so gratuitously.
 When there is no specific agreement as to
remuneration
 When one party is prevented from completing the task.
(Planchet Vs Colburn)
 When the contract is divisible
 When an indivisible contract is fully but badly
performed.
In certain cases of breach of contract damages are
not an adequate remedy. The court may, in such
cases, direct the party in breach to carry out his
promise according to terms of the contract. This is
a direction by the court for specific performance of
the contract at the suit of the party not in breach

Cases for specific performance to be enforced

1)when the act agreed to be done is such that

compensation is not adequate relief.
2)when there is no standard for ascertaining the
actual damage
3)when it is probable that compensation cannot be
agreed to be done.
Injunction is an order of the court preventing a
person from doing a particular act. It is also called
a stay order.
(Warner Bros Vs Nelson)

Quasi Contract:
A quasi contract is not a contract entered into
intentionally by the parties. It is an obligation
created by law on a person in the absence of any
agreement.
◦ Supply of necessaries (Sec 68)
◦ Payment by a interested person (Sec
69)
◦ Obligation to pay for non gratuitous
acts (Sec 70 )
◦ Responsibility of finder of goods (Sec
71 )
According to sec 68 a minor is liable to pay out of
his property for ‘necessaries’ supplied to him or to
anyone whom he is legally bound to support.

The significance of this is that it does not arise out

of a contract as much so as it arises out of a
contract.
The minor is not personally liable and ‘necessaries’
include food clothing as well as education, They
also include watch bicycle etc.
According to Sec 70 when a person lawfully does or
delivers anything for the other ,not intending to do
so gratuitously, and the person derives any benefit
from it, he is liable to compensate, or restore the
thing so done or delivered.

Here three conditions must satisfy

[1] The thing must have been done lawfully
[2] The person intending to do it must not have done
it gratuitously
[3] The person must have derived benefit from the
act
According to Sec 69 a person who is interested in the
payment of money which another is bound by law
to pay,and who therefore pays it, is entitled to be
reimbursed by the other.
The essential elements center around
[1] The payment made should be bona fide of ones
interest
[2] The payment should not be a voluntary one
[3] The payment must be such that the other is
bound by law to pay
According to Sec 71 a person who finds goods
belonging to another and takes them into his
custody is subject to the same responsibility as
the bailee is bound to take as much care of the
goods as a man of ordinary prudence would, In
addition to that he must make efforts to trace
the owner. If he does not ,he will be guilty of
wrong conversation, and till the owner is found
out the property will vest with the finder. He
can sell in case of
[1] goods are perishable in nature
[2] owner cannot be found out
[3] when owner refuses to pay for the lawful
charges
[4] when the lawful charges amount to two thirds
of thing.
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
 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 deals with the

commencement of the indemnifier’s
liability. His liability commences when
the event causing the loss occurs or
when the event saving the indemnified
from the loss becomes impossible
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’, AND THE
PERSON TO WHOM THE GUARANTEE IS
GIVEN IS CALLED THE ‘CREDITOR’. A
GUARANTEE MAY BE EITHER ORAL OR
WRITTEN.
 Concurrence of three contracts
 Primary liability is that of the principal debtor
 In case the debtor is a minor , the surety’s
liability becomes primary
 All the essentials of a valid contract
 It may be in writing or oral
 There need not be full disclosure of facts to
the surety before he gives the guarantee
 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