RESPONDENT ROLL NO -39

ROLL NO- 39

FACULTY OF LAW, GLS UNIVERSITY

MOOT ACTIVITY – SEM 1

________________________________________________________

BEFORE THE HON’BLE SUPREME COURT OF INDICA

_________________________________________

NEDANTA
(PETITIONER)

V.

PRIMEX
(RESPONDENT)

_________________________________________
PETITION INVOKED UNDER SEC 96 OF CPC

WRITTEN SUBMISSIONS ON BEHALF OF RESPONDENT

________________________________________________________________

TABLE OF CONTENTS

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SR NO. CONTENTS PAGE NO.

1. LIST OF ABBREVIATIONS 3

2. INDEX OF AUTHORITIES 4

3. STATEMENT OF JURISDICTION 5

4. STATEMENT OF FACTS 6-7

5. STATEMENT OF ISSUES 8

6. SUMMARY OF ARGUMENTS 9

7. ARGUMENTS ADVANCED 10-15

8. PRAYER 16

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LIST OF ABBREVIATIONS
SR NO. Acronym FULL FORM
1. HON’BLE HONOURABLE
2. V. VERSUS
3. ART. ARTICLE
4. i.e. THAT IS
5. U/S Under Section
6. LTD Limited
7. AIR All India Reported
8. Sec. Section
9. No. Number
10. CPC Civil Procedure Code

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INDEX OF AUTHORITIES

BOOKS: -

THE INDIAN CONTRACT ACT by RK. BANGIA

WEBSITES REFERRED: -

https://www.manupatrafast.com/?t=desktop
https://indiankanoon.org/
https://www.ebcreader.com/
https://www.legalserviceindia.com/

LAWS REFERRED: -

THE INDIAN CONTRACT ACT, 1872

CASES CITED: -

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2
STATEMENT OF JURISDICTION

IT IS HUMBLY SUBMITTED THAT THE COUNCIL FOR THE APPELLANT HAS

APPROACHED THE HON’BLE HIGH COURT OF PRABHAT INVOKING ITS
JURISDICTION UNDER SECTION 96 OF THE CIVIL PROCEDURE CODE,1908.

SECTION 96 OF CPC states that-

(1) Save where otherwise expressly provided in the body of this Code or by
any other law for the time being in force, an appeal shall lie from every decree
passed by any Court exercising original jurisdiction to the Court authorized to
hear appeals from the decisions of such Court.

(2) An appeal may lie from an original decree passed ex parte.

(3) No appeal shall lie from a decree passed by the Court with the consent of
parties.

1[(4) No appeal shall lie, except on a question of law, from a decree in any suit
of the nature cognizable by Courts of Small Causes, when the amount or value
of the subject-matter of the original suit does not exceed 2 [ten thousand
rupees.]]

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STATEMENT OF FACTS
1. Background Information:
Primex is a well known textile company headquartered in Anantabad, Prabhat. They
specialize in the textile industry. On the other hand, Nedanta, based in Danore, Ujay
Pradesh, has gained recognition for their expertise in supplying Chanderi Silk as a crucial raw
material for textile production.

2. Change in Offer:
The turning point in this business relationship took place in December 2022 when Primex
made a significant change to their initial offer. Instead of the original proposal, they
suggested a new arrangement; accepting two shipments of 45,000 meters each initially and
potentially proceeding with additional shipments later.

3. Nedanta's Acceptance:
Without any delay, Nedanta accepted this revised offer by responding through email. They
committed to supplying a total of 200 thousand meters of cloth, with the first two shipments
expected to be dispatched within 15 days. The agreed price for each of these initial
shipments totaled 67 lakh and 50 thousand rupees (equivalent to 150 rupees per meter). It
is worth noting that the acceptance email included an important provision specifying that
any potential disputes would be under the jurisdiction of the civil court of Anantabad
exclusively. Furthermore, both parties expressed their mutual intention to formalize the
contract soon.
After their approval, Nedanta began the process of purchasing. To fulfill their obligation, they
obtained the entire 200,000 meters of cloth from a different supplier. Then, they assigned
Tej Rana Transport to handle the transportation of the first two shipments, each consisting
of 45,000 meters of cloth. This transportation started on December 11, 2023.

4. Procurement and Transit:

Following their acceptance, Nedanta initiated the procurement process. To fulfill their
commitment, they sourced the entire 2 lakh meters of cloth from an alternative supplier.
Subsequently, they entrusted the task of transporting the first two consignments, each
containing 45,000 meters of cloth, to Tej Rana Transport, which commenced on December
11, 2023.

5. Primex's Denial:

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However, just three days after the acceptance of their offer, Primex introduced an
unexpected change to the agreement. They expressed their preference for only one
consignment, consisting of 45,000 meters of cloth, and requested the cancellation of all
other consignments. In support of their stance, Primex argued that there was no valid
contract in place. They cited Nedanta's acceptance beyond the originally provided time
frame and the fact that several critical terms, such as pricing, material specifics, liability
clauses, and dispute resolution mechanisms, remained unresolved. Primex further
emphasized their mutual intent to formalize the contract, which they asserted had not yet
transpired.

6. Compensation Request:
In response to Primex's change in plans, Nedanta requested a compensation amounting to
75 lakhs. This compensation was intended to cover their substantial losses, including the loss
of expected profits and various costs incurred due to the abrupt termination of the contract.
Nevertheless, Primex categorically rejected all claims for compensation, intensifying the
dispute.

7. Legal Action:
Unsatisfied with Primex's response, Nedanta escalated the matter by sending a formal legal
notice. In this notice, they warned Primex of impending legal action if the requested
compensation was not paid promptly. Subsequently, Nedanta initiated legal proceedings by
filing a lawsuit in the civil court of Anantabad to seek compensation from Primex.

8. Judgement
The initial judgment delivered by the civil court favored Primex, as they ruled that the email
acceptance did not constitute a valid contract. Now, Nedanta has lodged an appeal in the
High Court of Prabhat, aiming for a different legal outcome and resolution of this
contentious business dispute.

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STATEMENT OF ISSUES

1. Whether there is a valid agreement between the parties made via email
as per the essential of contractual terms under Contract Act, 1872?

2. Whether the final confirmation made via email can be considered as a

valid communication of acceptance of offer by Primex?

3. Whether a mere reference to a future formal contract will prevent a

binding agreement between the parties?

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SUMMARY OF ARGUMENTS

1. Whether there is a valid agreement between the parties made via email
as per the essential of contractual terms under Contract Act, 1872?
The council representing the RESPONDENT i.e. PRIMEX respondent
humbly submits before the HON’BLE High court of PRABHAT. The council
denies that the agreement between is not valid according to sec 6(2) and
sec 7(1) of THE INDIAN CONTRACT ACT 1872.

2. Whether the final confirmation made via email can be considered as a

valid communication of acceptance of offer by Primex?
The council representing the RESPONDENT i.e. PRIMEX respondent
humbly submits before the HON’BLE High court of PRABHAT. The council
deny to accept that the final confirmation made via email can be
considered as a valid communication of acceptance of offer by PRIMEX
under sec 2(b) and sec 29 of THE INDIAN CONTRACT ACT 1872.

3. Whether a mere reference to a future formal contract will prevent a

binding agreement between the parties?
The council representing the RESPONDENT i.e. PRIMEX respondent
humbly submits before the HON’BLE High court of PRABHAT. The council
accepts that Whether a mere reference to a future formal contract will
prevent a binding agreement between the parties. Due to the fact that
Primex stated categorically that in an email dated 10-12-2022. Based on
these emails it seems that there won't be a binding agreement, between
the parties because they haven't yet determined the terms of a formal
contract, for the future.

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ARGUMENTS ADVANCED
Issue 1

The council representing the RESPONDENT i.e. PRIMEX humbly submits before
the HON’BLE High court of PRABHAT. The council does not agree that there was
a valid agreement between the parties, according to the section 6(2) and sec
7(1) of the INDIAN CONTRACT ACT, 1872.

SECTION 6

REVOCATION HOW MADE: - A proposal is revoked

2)By the lapse of time prescribed in such proposal for its acceptance,or, if no time is
so prescribed , by the lapse of reasonable time, without communication of the
acceptance

SECTION 7

ACCEPTANCE MUST BE ABSOLUTE: - In order to convert a proposal into

a promise the acceptance must-

1) Be absolute and unqualified;

CASES REFFERED

Ramsgate Victoria Hotel v Montefiore-1866

On June 6th, 1864, The Ramsgate Victoria Hotel Company Ltd. was officially registered. According
to its prospectus, a deposit of E 1 for each share was required upon application, and a deposit of 4
was required upon allocation. Furthermore, the deposit was to be returned in the event of non-
allotment. Montefiore (the defendant in the case) applied for the shares on June 8th, 1864, paying
E 50, asking to be given 50 shares in the Ramsgate Victoria Hotel Company Ltd. He received a
bankers' acknowledgment receipt for the aforementioned payment.

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There were as many as 17 sessions over the course of the following six months, from June to
November of 1864. One such meeting was conducted on August 7, 1864, and the Secretary
provided the board with a list of all applicants at the time. Later, the Secretary produced a
comparable list with the names of the applicants, the number of shares requested, and the
number of shares given to them. Montefiore was listed in each of these lists. He did not, however,
receive any notification or response regarding his application or subsequent allocation between
the time of his application in June and November 23rd.

Additionally, he did not communicate with or receive any information from the agent, secretary, or
even the company's directors. As a result, on November 8th, 1864, Montefiore sent a letter to the
Ramsgate Victoria Hotel Company Ltd. retracting his request for the allocation of shares and asking
for the return of the deposit. He also declined to sign the company's articles of association and
accept any shares that were allotted to him by the company in the aforementioned letter. The
Company accordingly received the letter.

Later on November 23, 1864, the Company's directors adopted a resolution mandating a $4 first
call for shares that was due upon share allocation. The Secretary's Department also informed
Montefiore in a letter that same day that he had been given the 50 shares he had requested and
that he needed to pay the first call amount by December 5th, 1864, at the latest.

Montefiore declined to accept the shares and make the initial call payment. The Company then
filed a lawsuit against him to recoup the money owed for the initial call. This case was combined
with another one whose facts were similar. In that instance as well, the plaintiff, Ramsgate Victoria
Hotel Company Ltd., had requested payment from the defendant, Goldsmid, on the initial call. Like
Montefiore, Goldsmid had refused to make the required payment. The distinction between the
two cases was that Goldsmid, unlike Montefiore, had not withdrawn his application via letter.

Plaintiff's Arguments:

● The business is allowed to reclaim the sum owed from the initial call under the current
circumstances. There is a legal contract between the business and the aforementioned defendants.
They must therefore accept the assigned shares and make the required payment.

● In accordance with the Companies Act of 1862, the lists and registers created and
submitted by the Secretary prior to the defendant's notice of withdrawal must be deemed to be a
proper register of shares. Therefore, the list created on November 23rd, 1864, cannot be
disregarded.

● Despite the fact that the shares weren't distributed until November 23rd, 1864, the
allotment took place on that date. Given the circumstances, the defendant had no right to
disregard the legally-binding contract that already formed between him and the business.

● In any case, Goldsmid must pay the sum due on the first call since he neither gave the
notification to withdraw his request for share allotment nor did he demonstrate any intention of
doing so. As a result, the Company is not obligated to return the deposits made by the defendants.

Defendants' Arguments

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● The request for allotment was withdrawn long before the directors made their allocation
or the defendant received any notification of the allocation, therefore there was no commitment
to take the shares, and even if one did, it was not legally binding.

● There was no agreement to accept the share, and even if there had been one, it was not
enforceable because the defendant was not notified or allotted the share in a timely manner.

● Before the names of applicants were listed in any document meeting the legal criteria of a
company's register, requests were withdrawn.

● The defendants cannot be regarded as members of the Ramsgate Victoria Hotel Company
Ltd. for a number of reasons. Therefore, they are not bound by the company's Articles of
Association.

● The prospectus's information was taken into account when the request for the allotment
was made. The prospectus indicated that the deposit money would be returned in the event of
non-allotment. Therefore, the defendants have a right to the refund.

JUDGMENT

In this instance, the Court determined that the Company's attempt to compel the defendants to
pay the sum owing on the initial call was ineffective. Because of the passing of time, the
defendant's offer or proposal was no longer tenable.

The proposal may be revoked after a set period of time or a reasonable period of time. In this
instance, the corporation ought to have conveyed the acceptance in a timely manner given that no
fixed period was specified. The proposal expired since the corporation didn't follow through.

The plaintiffs lost the lawsuit. They had the right to receive their deposits returned and were not
required to pay any money.

CONCLUSION

The current case is one of the earliest to deal with the idea of withdrawal of an offer due to the
passage of a reasonable amount of time. According to the case, an acceptance cannot be
considered valid unless it is communicated within a reasonable amount of time. This idea is of the
utmost importance and is currently covered by Section 6 Clause 2 of the Indian Contract Act of
1872 as well as British contract law.

The case, however, did not make it clear exactly what constitutes a reasonable time frame. Even
after more than 50 years, there is still no definitive answer to this question because it entirely
depends on the specific facts and circumstances of each case.

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ISSUE 2
The council representing the RESPONDENT i.e. PRIMEX respondent humbly
submits before the HON’BLE High court of PRABHAT. The council deny to
accept that the final confirmation made via email can be considered as a valid
communication of acceptance of offer by PRIMEX under sec 2(b) and sec 29 of
THE INDIAN CONTRACT ACT 1872.

SECTION 2
INTERPRETATION CLAUSE: –
B) When the person to whom the proposal is made signifies his assets there
to, the proposal is said to be accepted. A proposal who accepted, becomes a
promise;
SECTION 29
AGREEMENTS VOID FOR UNCERTAINTY–Agreements, the meaning of which is
not certain, or capable of being made certain, are void.

CASE REFERRED
M/S Girdharilal Parshottam Das & Company V. Kedia Ginning Factory Oil Mills of
Khamgaon
FACTS
M/S Girdharilal Parshottam Das & Company (“Plaintiffs”) has initiated an action against Kedia
Ginning Factory Oil Mills of Khamgaon (“Defendants”) in the City Civil Court of Ahmedabad for a
decree of Rs. 31,150/- and the Plaintiffs have taken the plea that the Defendants had failed to
supply the cottonseed cake which they are supposed to supply by an oral contract between them
dated 22.07.1959, made via a telephone call. In this case, the Plaintiff had contended that the
Cause of Action had arisen in Ahmedabad as the offer of the Defendants was accepted by the
Plaintiffs in Ahmedabad and also because the Defendants were supposed to supply the aforesaid
goods in Ahmedabad, and because the Defendants were supposed to receive the payment for the
goods which were to be supplied through a Bank situated in Ahmedabad. On the other hand, the
Defendants contended that the Plaintiffs had, through telephone, communicated to purchase the
cottonseed cake and the Defendants had accepted that offer in Khamgaon and also the delivery of
goods had to be made at Khamgaon. The Defendants had also contended that the price for the
supply of goods has to be paid at Khamgaon and therefore no part of the cause of action has arisen
in Ahmedabad under the territorial jurisdiction of City Civil Court of Ahmedabad.

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Contention of the parties in the case

PLAINTIFF SIDE

In the above case, the Plaintiffs had contended that the making of an offer is part of the cause of
action and that the court would have the jurisdiction under whose territorial jurisdiction the offer
was made by the offeror, which after its acceptance had become a contract. Plaintiff had also
contended that the communication of acceptance of the offer is an essential part of the contract
formation and the contract is said to be made at the place where the communication of
acceptance has been received by the offeror.

RESPONDENT SIDE

The Defendants contended that in the cases where the contract is made through a conversation on
the telephone, the place where the offer made by the offeror is accepted can be said to be the
place where the contract is made or the place of contract and the court under whose territorial
Jurisdiction that place comes had the jurisdiction.

Judgment

The Supreme Court held that the making of an offer at a place that has been accepted elsewhere
does not form a part of the cause of action in a suit for breach of contract or in a suit for damages.
It was held by the Supreme Court that ordinarily, it is an acceptance that gives rise to a contract.
The communication must be indicated or demonstrated by some external manifestation which the
law regards as sufficient. It was said that the draftsmen of the Indian Contract Act might not have
predicted the use of telephone conversation for making contracts and therefore could not have
intended to make any law on that behalf. The Supreme Court held that the Trial Court was right in
taking the view that part of the cause of action arose where the acceptance of the offer was
communicated to Plaintiff through telephone, i.e. Ahmedabad. The Supreme Court had dismissed
the appeal. So according to the Supreme Court, the contract is said to be made at a place where
the communication of acceptance is made to the offeror. Justice Hidayatullah gave the dissenting
opinion in the above case.

The after effects of the case

The case of Bhagwandas Goverdhandas Kedia Vs. Girdharilal Parshottam Das & Co. had clarified
the position pertaining to the contracts which are made through telephonic conversations and also
clarified the jurisdiction of the courts for that matter. It was clarified that when the parties are in
the presence of each other than the communication will largely depend upon the nature of the
offer and the surrounding circumstances under which it was formed.

Conclusion

The rule pertaining to the place of formation of contract through a conversation on Telephone
which was laid down in Bhagwandas Goverdhan Das Kedia vs. Girdharilal ParshottamDas & Co. has
become a settled principle of law in India. In a contract which was concluded or made through a
telephonic conversation or through a teleprinter, the parties to that contract will be said to enter
into a contract in the presence of each other and the place of acceptance will be the place where
the communication of acceptance is received by the person who made the offer or we can say the

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place where the offeror is present. It was also noted that the rule for communication through an
instantaneous mode between the parties is different from the rule of communication through the
post. In case of communication through the post, the communication is said to be complete when
the letter of communication is put in the post box, i.e. when it is out of the control of the person
who is making the communication of the acceptance and that is said to be the place of contract
formation whereas, in case of telephone and other modes of instantaneous communication, the
contract is said to be made when the communication of acceptance is received by the person who
makes the offer (offeror) and the place of contract formation is the place where the offeror is
present. The same rule is used in many European Countries and on the contrary in the US the rule
for communication through post and telephone is the same.

The case (primex v. nedanta) focuses on the aspect of a

reasonable time. It highlights that once a reasonable period
has passed without the acceptance being communicated, no
acceptance thereafter can be considered to be valid. It also
explains that even if the withdrawal is not communicated
before the acceptance is received, the proposal will still be
considered to have been revoked if the reasonable time has
passed.
RULLING OF THE CIVIL COURT
The civil court ruled in favor of the Respondent- Primex,
stating that the contract made via email cannot be
considered as a valid contract.

THE SUIT
The appellant- Nedanta, aggrieved by the decision of the civil
court, has now challenged it in this Hon'ble High Court of
Prabhat. The matter is scheduled for final arguments.

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PRAYER
WHEREFORE IN THE LIGHT OF THE ISSUES RAISED, ARGUMENTS
ADVANCED AND AUTHORITIES CITED, IT IS HUMBLY PRAYED THAT
THIS HON‟BLE COURT
1. To declare, that the contract is not valid.
2. To declare, my client PRIMEX is not liable for any compensation.
3. To hold, nedanta i.e. plaintiff for miscommunication.

AND PASS ANY OTHER ORDER, DIRECTION, OR RELIEF THAT THIS

HON‟BLE COURT MAY DEEM FIT IN THE INTERESTS OF JUSTICE,
EQUITY AND GOOD CONSCIENCE.

All of which is humbly

prayed,

KRISH PARMAR
Roll no: - 39
Sem 1 Sec A

Counsels for the Respondent

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