INTRODUCTION
The law relating to contract is governed by the Indian Contract Act, 1872. The Act came into force on the first day of September, 1872. The preamble to the Act says that it is an Act “to define and amend certain parts of the law relating to contract”. It extends to the whole of India except the State of Jammu and Kashmir
As per section 2(h) of the Indian Contract Act, 1872, contract means “an agreement enforceable by law”.
Essential elements of a valid contract
Sec. 10 of Indian Contract Act says, “All, agreements are contracts if it includes:
- Offer and Acceptance
- Intention to create legal relationship
- Lawful consideration and object
- Capacity to contract – Free consent
- Lawful object
- Agreement not expressly declared void.
- Consensus -ad- idem i.e. meeting of minds
- Certainty of meaning
- Possibility to perform
- Legal formalities
TYPES OF CONTRACT
1. VALID CONTRACTS
Definition: a valid contract is a legally enforceable contract that contains all the essential elements: offer, acceptance, consideration, qualification, voluntary consent and legality of object.
CASE: CARLILL V. CARBOLIC SMOKE BALL CO. (1893)
In this important English case, which is often cited in Indian courts, the court held that an advertisement offering a reward was a valid contract if the consumer complied with the terms.
2. VOID CONTRACTS
Definition: a void contract is one that cannot be enforced by law. this can happen if the contract involves illegal activity or is missing essential elements.
CASE: SATYABRATA GHOSE VS. MUGNEERAM BANGUR AND CO. (1954)
In this case, the Supreme court of India held that the contract was terminated because the object of the contract (construction of a house) became impossible due to wartime restrictions.
3. VOIDABLE CONTRACTS
Definition: a voidable contract is valid and enforceable unless the other party chooses to void it due to certain circumstances, such as misrepresentation, undue influence or coercion.
CASE: RANGANAYAKAMMA VS. ALWAR SETTI (1889)
In that case the contract was held to be void because it was signed under undue influence. the young lady was forced to sign a property agreement immediately after her husband’s death. 4.
4. EXPRESS CONTRACTS
Definition: an express contract is an agreement in which the terms are expressly stated either orally or in writing.
CASE: LALMAN SHUKLA VS. GAURI DUTT (1913)
This case showed that a contract cannot be performed if there is no notice of acceptance of the offer. here the servant was not entitled to a reward because he was not aware of the offer when he did the act. 5. implied contracts
definition: an implied contract is an agreement whose terms are inferred from the conduct or circumstances of the parties rather than from written or spoken words.
CASE: BROGDEN V. METROPOLITAN RAILWAY CO. (1877)
this english case, often cited in the indian context, considered that the behavior of the parties (delivery and acceptance of coal) constitutes a contract, even without formal acceptance of written conditions.
5 . QUASI CONTRACTS
Definition: quasi contracts are not real contracts, but obligations imposed by law to avoid undue advantage.
CASE: NATHULAL V. PHOOLCHAND (1969)
In this case the supreme court of india said that the party who received benefits must return them because it would be unjust to allow detention without compensation.
6. CONTINGENT CONTRACTS
Definition: a contingent contract is a contract whose performance depends on the occurrence of a certain event.
CASE: STATE OF MAHARASHTRA V. M. N. KAUL (1967)
This case emphasized that a contract which depends on the occurrence of an uncertain future event (in this case the acceptance of a scheme by a third party) is conditional..
OFFER
An offer is a statement of terms under which the offeror agrees to be bound. The offeror promises to do something or refrain from doing something in return for a promise from the offeree. There are some essential elements to an offer.
- Legality: It must be legal and something the offeror can do or refrain from doing. A contract to build a machine that makes diamonds out of popcorn would not be a genuine offer.
- Present intent to be bound: The offeror must intend to carry out the terms of the contract immediately or in a reasonable period of time. The offeror cannot say, “I might do this someday.”
- Reciprocal obligations: In a business contract, this is a “firm offer.” Both the offeror and the offeree must owe something to each other. If not, no contract exists.
- Specific offeree: The offeror must give the offer to someone. Advertisements are not binding offers. Sometimes reward posters may be considered offers, but not always.
- Ability to accept: Some types of offers have deadlines or expire by the terms of the offer. If an offer says, “Notify sender within eight business days,” the offeree cannot accept on the ninth day.
The terms of the offer must be clear enough that the offeree knows what is being offered, what they must do to accept, and what they are being asked to do in exchange for the offer.
TYPES OF OFFER
Also known as a proposal, an offer can be classified based on:
- The way the offer is made.
- The party to whom the offer is made.
· Specific Offer
A specific offer refers to an offer made to a specific individual or group of individuals. It can only be accepted by the individual or group of individuals to whom it is directed.
· General Offer
When an offer is made to the general public, it is called a general offer and can be taken up by any person who wishes to fulfill the terms of the offer. When an offer is accepted by the individual to whom it is directed, the offeror and the offeree enter into a contract.
If the offer is accepted by a large number of people, the number of contracts formed will be equal to the number of individuals who accept the offer. If a reward is offered for completing a certain task, only the person who completes the task can accept the offer.
· Counter offer
In the event that the offeree is only willing to accept the offer if certain modifications are made, he or she is offering a counteroffer. A counteroffer is itself an offer, and it is considered a rejection of the initial offer. It is a new offer that terminates the initial offer, making it impossible to be revived at a later time.
A counteroffer can be accepted or rejected by the party who offered the initial offer. If that party accepts the counteroffer, a contract is established.
· Cross Offer
A cross offer is made when two parties make the same offer to one another without knowing the other party has made an offer, and the terms of both offers are identical. In this situation, there will not be a contract because it cannot be construed that one party’s offer is accepted by the other party.
· Standing Offer
An offer is regarded as a standing offer if it is meant to remain open for a certain amount of time and can be accepted any time before the deadline. When a company needs a large quantity of products from time to time, it usually invites tenders for the supply of the products through an advertisement. Such a tender or offer is referred to as an open, continuing, or standing tender of offer.
When a party accepts the tender or offer made by the offeror, it does not result in the formation of a legally binding contract until an actual order is placed. It only means that the offer or tender will remain open for a specified amount of time and can lead to a binding contract when the required quantity is ordered. As such, a contract only exists when an order is placed in accordance with the terms and conditions of the offer.
When a standing offer is accepted, it means an order will be placed with the party who submitted tender whenever the products are required, and a distinct contract will be made for each order.
· Express and Implied Offers
When an offer is expressly communicated by the offeror, it is regarded as an express offer. The communication of an express offer can be written or verbal. An offer that can be understood by circumstances of case or the conduct of parties is known as an implied offer.
For example, when a bus transport company operates its bus on a certain route, it is making an implied offer to transport passengers to a specified location at a certain fare. Also, a public telephone or weighing machine in a public place offers its service for a certain amount of money. Such a machine is offering an implied offer.
WHAT IS A BREACH OF CONTRACT?
A breach of contract is any violation of the terms or conditions agreed upon in a legally binding agreement. It occurs when one or more parties fail to fulfill their obligations as outlined in the contract.
In the event of a breach, the injured party (the one who held up their end of the contract) may be entitled to seek legal remedies, including compensatory damages or specific performance, depending on the circumstances and the terms of the contract.
EXAMPLES:
- Not finishing tasks outlined in the contract on time.
- Not paying as per the terms of the contract once work is completed.
- Not providing services or products that are up to the standards in the contract.
- Only completing part of the task outlined in the contract.
A breach of contract can take many different forms, depending on the nature and language of the contract.
REASONS FOR BREACH OF CONTRACT
Any number of factors can result in a breach of contract. The following are some of the most common causes:
- Reliance on Third Parties: When one party depends on the performance of a third-party agent to fulfill their obligations, any failure or delay by that agent can result in a breach.
- Poor Communication: Inadequate or unclear communication between the parties involved can lead to misunderstandings, misinterpretations, and, ultimately, a breach of contract.
- Lack of a Contract-Tracking System: Without an effective contract-tracking system in place, important dates, deadlines, and obligations may be overlooked or forgotten, increasing the risk of a breach.
Addressing these potential causes and implementing measures to avoid them can help reduce the likelihood of a breach and ensure smooth contract performance.
TYPES OF CONTRACT BREACHES
Not every breach of contract is the same. Some are large and consequential, while others are small and somewhat less impactful. The type that occurs will dictate what recourse the violated parties have available.
1. Material Breach Of Contract
A breach of contract is considered “material” when there’s a failure to act in accordance with one or more of the major terms specified. The material terms of a contract are those that defeat the purpose of the contract if not performed.
For instance, failing to produce any product as outlined by the deal or pay the agreed-upon price for the delivered product would be considered a breach of contract. Another example would be delivering the wrong product.
2. Minor Breach Of Contract
A minor breach of contract is just that — one party not fulfilling a small portion of the contract. This type of violation is also sometimes called a partial or immaterial breach of a contract.
The distinction between minor and material breaches determines the remedies available. No remedy is usually available with a minor breach unless the aggrieved party can show economic loss stemming from the breach.
For example, suppose that a party to a contract delivered all of the product they were contracted for but did so three days later than the date stipulated in the contract. This delay would constitute a minor breach. The other party can’t sue for breach of contract unless they can show that the late delivery caused economic harm.
3. Anticipatory Breach Of Contract
Anticipatory breach of contract occurs when one party clearly indicates their intention not to fulfill their contractual obligations before the agreed-upon performance date. This violation occurs before the actual breach takes place, based on the party’s explicit statement or actions.
Anticipatory breaches of contract can have significant implications on the contractual relationship and may require legal intervention to resolve the dispute. The non-breaching party can treat the anticipation of non-performance as an actual breach and pursue remedies available under the contract or in court.
4. Actual Breach Of Contract
An actual breach of contract is when a true breach occurs rather than being anticipated. In other words, some portions of the contract terms haven’t been fulfilled on time or in the manner the contract specifies.
Once an actual breach has been established, the aggrieved party can decide what to do. They have many options, ranging from continuing with the contract despite the breach to filing a lawsuit seeking restitution for damages caused by the breach.
5. Mutual Breach Of Contract
Mutual contract breach is characterized by situations in which both parties involved in a contractual agreement fail to uphold their obligations as agreed upon. When a breach occurs despite a mutual agreement, it can lead to disputes and potential legal consequences.
Resolving a mutual contract breach typically involves negotiation, mediation, or legal action to address the violation and its impacts on the respective parties.
REMEDIES FOR THE BREACH OF CONTRACT
- Damages: Damages are financial compensation given to the victim for the damage caused by the violation.
Types of damages:
- Compensatory damages: These are intended to cover actual damages. For example, if you hired a contractor to renovate your house and he didn’t finish the job, damages would cover the cost of hiring a new contractor.
- Consequential damages: These cover indirect damages caused by the breach. For example, if a supplier fails to deliver goods on time, resulting in lost profits, those damages can be claimed as consequential damages.
- Contract Fee: These are pre-agreed amounts defined in the contract itself. If the contract stipulates that a party pays a certain amount in case of delay or non-fulfillment of obligations, it is liquidated damages.
- Nominal Damages: These are small amounts awarded when a breach has occurred but no significant damage has been sustained. He admits wrongdoing without significant financial compensation.
- CASE : Hadley v. Baxendale (1854)This case established the principle that damages must cover losses that are foreseeable and directly caused by the breach.
- Specific Performance: Specific performance is a legal remedy in which a court compels the breaching party to perform its contractual obligations as promised.
Use case: This remedy is often used when monetary damages are insufficient, such as contracts with unique goods or property. For example, if you signed a contract to buy a rare piece of art and the seller refused to deliver it, the court could order the seller to sell
CASE : Ramakrishna Vs. Raju (1999)the Supreme Court of India ruled in favor of specific performance and compelled the defendant to fulfill his contractual obligation to sell the land.
- Injuction: An injunction is a court order that either prevents a party from doing something (injunction) or compels him to do something (mandatory injunction).Use case: Bans are useful to prevent ongoing or threatened violations. For example, if a former employee violates a non-compete agreement while working for a competitor, the court can issue an injunction.
CASE: Gujarat Bottling Co. Ltd. v. Coca-Cola Co. (1995)The Supreme Court issued an injunction prohibiting the defendant from prematurely terminating the franchise agreement
- CANCELLATION: Cancellation is the end of a contract that releases both parties from their obligations. This remedy is used if the contract is voidable, for example due to misrepresentation, fraud or error. case: If you signed a contract based on false information, you can request to cancel the contract. For example, if a car dealer sold you a car claiming it was new but it turned out to be used, you can cancel the contract.
CASE: Derry v. Peek (1889)This case established that a contract could be voided if it was made on the basis of a fraudulent misrepresentation.
5. RESTITUTION: The purpose of restitution is to return the victim to the position in which he was before the contract was made. This means restoring the wrongfully obtained benefit to the breaching party.Use case: If you paid for products that were never delivered, a return would require the seller to refund your money.
CASE: Fibrosa Spolka Akcyjna v. Fairbairn Lawson Combe Barbour Ltd. (1943)The court ordered the return of an advance payment made for products not delivered due to the outbreak of the Second World War..