Corporate, commercial and contracts

Commercial work at SN Law Chambers covers the life of a bargain: the document that records it, the performance that is expected, and the forum in which a breach is tried. The Indian Contract Act, 1872, the Sale of Goods Act, 1930, the Companies Act, 2013 and, where the parties have so agreed, the Arbitration and Conciliation Act, 1996, are the usual statutes. The chambers drafts and reviews contracts, issues and answers legal notices, and conducts commercial suits and arbitral references. A well-drawn clause is cheaper than a well-argued suit; both are part of the practice.

Open the Medchal note — Commercial and contract disputes in Medchal

Scope of work

• Review and drafting of commercial contracts, including supply, service, partnership and shareholders’ arrangements
• Notices for breach, termination and invocation of guarantees
• Suits for recovery, damages and specific performance of commercial bargains
• Oppression and mismanagement advice, and related company-law disputes
• Arbitration clauses, appointment of arbitrators and arbitral proceedings
• Advice on personal guarantees and security documents

Typical issues

• Whether a concluded contract exists, or only a negotiation and a draft
• Limitation and the acknowledgement of debt under Section 18 of the Limitation Act, 1963
• Whether an arbitration clause ousts the civil court at the threshold
• Guarantee, indemnity and the distinction between them
• Stamp duty and registration — an unstamped or unregistered instrument can stall a claim
• Jurisdiction and governing-law clauses in contracts with parties outside Telangana

Applicable Indian statutes

Procedure

A commercial dispute often begins with a notice. If the contract contains an arbitration clause, a Section 11 application or a reference under Section 8 of the 1996 Act may come before any suit. Commercial suits of specified value may be governed by the Commercial Courts Act, 2015, with stricter timelines for written statements. Clients should produce the signed contract, the amendments, the invoices and the communication trail at the first meeting. Recollections of a ‘handshake deal’ are not a substitute.

Typical legal remedies

• Damages for breach of contract
• Specific performance or injunction in a proper case
• Recovery on bills of exchange, invoices and accounts stated
• Arbitral award and its enforcement as a decree
• Company-law relief before the NCLT where the dispute is not a mere contractual fight dressed up as oppression

Documents commonly relevant

• Signed contracts, annexures and amendments
• Board resolutions and constitutional documents of companies
• Invoices, e-way bills, delivery challans and payment records
• Bank guarantees, cheques and security papers
• Email and letter correspondence, in chronological files
• Stamp and registration proof

Important considerations

• WhatsApp messages can form or vary a contract; they can also be incomplete and ambiguous. They must be preserved, not edited.
• Personal guarantees survive more often than guarantors expect. Read the deed before the default.