Advice Legal

A supplier fails to make the delivery on time, a customer refuses to pay, or a contractor walks out of the project. All these scenarios involve a breach; however, litigation might not be the answer every time. An organisation should determine what contract obligation was violated, the loss incurred and the desired result. Compensation, termination and specific performance can play very different roles in the process and have varying requirements. When Is a Breach of Contract Occurring? What Should the Law Say? According to section 37 of the Indian Contract Act, 1872, performance of the promises should take place unless there are exceptions established by law. The existence of a breach will depend on the agreement, sequence of obligations and any valid modification. How Can an Organisation Detect a Breach? Let us say that a manufacturing company has promised to provide 1,000 units of some parts by 30 September but supplied only 600. The buyer may have a claim. However, the p...

Before signing a commercial agreement, a business should determine its stamping and registration position before execution. The immediate question is not simply how much stamp duty may be payable. The business needs to establish what legal instrument is being created, which State's stamp framework applies, how the duty is valued, whether registration is separately mandatory, and what execution steps must be completed. This assessment should happen while the agreement can still be amended. A document that appears to be an ordinary business contract may receive different treatment if its operative provisions create rights in immovable property, secure an obligation, involve possession, grant a power of attorney or form part of a connected transaction. The practical sequence is: Classify the instrument → identify the State framework → determine valuation → test registration → complete execution requirements. Classify the instrument before calculating duty For businesses sear...

A growing business rarely fails because of a lack of opportunities. It usually struggles because the internal systems don’t grow at the same pace as the business itself. Contracts are a good example of this. At the beginning, things are simple. A few vendors, a handful of customers, maybe a small team of employees. Agreements are signed quickly, stored somewhere on a drive, and mostly forgotten. That simplicity doesn’t last long. Once operations expand, contracts start multiplying—and so do the risks tied to them. When Contracts Stop Being “Documents” And Start Becoming “Memory Gaps”   One pattern shows up repeatedly in practice. Businesses don’t usually have missing contracts. They have contracts that no one actively follows anymore. A vendor continues working under terms that were agreed three years ago. A customer agreement still reflects old pricing. A consultant who built a key part of the product was engaged informally, with no clarity on ownership. Nothing fe...