CONTRACT

DRAFTING_
UNDER THE SUPERVISION OF DR DIPANKAR DEBNATH

SUBMITED BY:-
NAME: YUVRAJ RAY
REGISRATION NUMBER: 0742105040001
EXAM ROLL NO: 210745010132
CLASS ROLL NO: 1
BA LLB (HONS) 3rd SEMESTER

DEPARTMENT OF LAW
UNIVERSITY OF NORTH BENGAL
RAJA RAMMOHANPUR, DARJEELING
WEST BENGAL

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 ACKNOWLEDGEMENT

At the outset, I, YUVRAJ RAY, student of B.A. LL.B. (Hons.), 3rd Semester,
Department of Law, University of North Bengal, would like to express my
heartiest gratitude to my highly acclaimed professor, Dr. Dipankar Debnath, for
his supervision, guidance throughout the work. His knowledge, advice indeed
helped me to learn, accumulate experiences and improve the quality of the
present work. I would also like to convey my indebtedness towards his for
providing me this opportunity

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 TABLE OF CONTENTS

PART A
CHAPTER 1…………………………………………………… 3
CHAPTER 2 …………………………………………………….4
CHAPTER 3……………………………………………………...4
CHAPTER 4………………………………………………………14
CHAPTER 5………………………………………………………16

PART B
FACTUAL PROPOSITION 1………………………………………18-21
FACTUAL PROPOSITION 2…………………………………...…..22-23
FACTUAL PROPOSITION 3…………………………………….....24-26
FACTUAL PROPOSITION 4……………………………………….27-29
FACTUAL PROPOSITION 5………………………………………..30-31

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 PART – A
Ch.1 - INTRODUCTION
The law relating to contract is governed by the “Indian Contract Act, 1872” and it
came into force from 1st September 1872. The term “Contract” is derived from the
Latin word “Contractum” which means “drawn together”. It is an agreement entered
into between two or more persons/parties subject to certain terms and conditions for
a lawful consideration.
In a contract, there are two parties namely the promisor or offeror. The other party is
promise or acceptor. The agreement which is enforceable is contract. Enforceability
means: if one party in a contract, fails to perform his contractual obligation, the other
party can file a suit against him for fulfilment of the obligation.
In certain contract like a “contract of guarantee”, there are three parties namely: (1)
Principal Debtor; (2) Creditor; and (3) Guarantor or Surety.
Section 2(h) of the Indian Contract Act, 1872 defines a contract as “an agreement
enforceable by law”. Thus, for the formation of a contract, there must be- (i) An
agreement and (ii) The agreement should be enforceable by law.1
Section 2(c) of the Act defines agreement as “Every promise and every set of
promises forming the consideration for each other, is an agreement”.
To constitute an agreement:-
(i) There must be two parties;
(ii)There must be a proposal or offer from one person/party;
(iii) There must an acceptance from the other person/party.
According to Section 10 of the Act, “All agreements are contracts, if
they are made by the free consent of the parties, competent to contract, for a lawful
consideration and with a lawful object and are not hereby expressly declared to be
void”2
In the event of breach of contract, the injured party may seek judicial remedies as
such as damages or rescission. Contract law, the field of the law of obligation
concerned with contracts, is based on the principle that agreement must be honoured.

CH.2 (II) INTRODUCTION TO CONTRACT DRAFTING :

Contracts are the foundations of the business world and may range from a simple to
a complex contract. Drafting a contract is the act of writing the details of the contract
in order to outline the obligations of both the parties to the contract in order to make
them understand their legal rights and responsibilities.Goal of Contract Drafting . To
make each parties understand the terms and conditions of the contract. To ensure

1
DR. REGA SUYRA RAO, Lectures on Contract - I (2d ed. 2010)
2
DR. R.K. BANGIA, CONTRACT I 2 (ALLAHABAD LAW AGENCY)

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 clarity and remove any ambiguity, the language used in the drafting of the contracts
must be simple, clear and specific. Drafting a contract is the process of explicitly
writing down the terms and conditions of an agreement and the goal of contract
drafting is to create a legally binding document in writing that is clear, concise, and
as close to the parties’ intentions as possible. It is one of the basic skills that all
lawyers, irrespective of the area they specialize in, are expected to posseses.

Ch.- II ESSENTIALS OF A CONTRACT

To constitute a contract the following conditions are to be satisfied3
(i) Two Parties: - In every contract, there must be atleast two parties, the offeror and
acceptor. The offer and acceptance must be communicated properly to each other
(ii) Consensus-ad-idem:- A contract to be valid, there must exist Consensus-ad-idem. It
means identity of minds between the parties to the contract

(iii) Capacity to contract: - The parties to the contract must be competent to enter into a
contract. Any person is competent to contract provided: -
(a) He is a major (not a minor);
(b) He is of sound mind (not of unsound mind) and
(c) He is not disqualified by law in force to contract.
(iv) Free Consent: - Two or more parties are said to consent, when they agree upon the
same thing in the same sense and at the same time. A consent is said to be free, when
it is not caused by- (i) Coercion; (ii)Undue influence; (iii)Fraud; (iv)
Misrepresentation and (v) Mistake.
(v) Lawful consideration: - Consideration is one of the most essential enforceable for
formation of a contract. It means something in return. A contract without
consideration is not valid and enforceable.
(vi) Legal Relationship: - A contract to be enforceable must create legal relationship
between/ among the Parties.
(vii) Lawful Object: - A contract to be valid, the object for which it has been entered into
must be lawful. An agreement into with lawful considerations declared void, if it is:-
(i) Forbidden by law; (ii) defeats any provision of law: (iii) Fraudulent (iv)causing
injury to a person or property of another; (v)immoral or opposed to public policy.
(viii) Terms must be certain: The terms and conditions of the contract must be clear and
certain. Otherwise, the contract is not valid and enforceable.
(ix) Performance: - If the performance of a contract is impossible, it is void. An
agreement to do an act impossible itself is void

II. PRINCIPLES OF CONTRACT DRAFTING

1) Identify the purpose: It is maximum essential to the drafting process, to make
certain that you have properly recognized what the object of the settlement is. A
proper communication with the client is the sole objective while drafting a contract.
3
DR. REGA SURYA RAO, Lectures on contract-I, (2d ed. 2010)

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Listen to the client carefully and affirm with him, also double check with him i.e.
what you already know exactly is same as what he wants. Missing out to shield a
particular interest of the client or failing to cowl a danger that the patron wants to be
protected in a contract will defeat the reason of the settlement.
2) Thoroughly understand the legal provisions regarding the object: It is a
common mistake to suppose that drafting of a agreement isn't always very tough and
even a beginner can do it with the assist of several templates available online. It is
probably useful at instances. However, while stakes are high enough, humans flip to
a legal professional for their expertise, foresight and negotiation abilities. You are
speculated to draft a agreement free of loopholes, not to mention make an illegal and
void contract. Every clause is to be weighed and measured and heavily edited
because the settlement is placed out to the alternative celebration for his or her
attention. Lawyers additionally make certain that all the provisions in the agreement
are well suited with the law of the land and can be enforced. A contract may run into
dozens of pages and have loads of clauses relying on priority of a particular
organisation or how high the stakes are in a count number.
3) Avoid unnecessary complications: The language of the contract should be
simple and easy to understand and must be stated with conciseness and precision.
4) Payment terms :When goods or services are being secured, requirement of
prepayment, if any is to be virtually introduced out. When does the contract require
the party to the contract to pay? Pay in advance absolutely or partially or wait for
overall performance? It is surprising how oftentimes such contracts get disputed. It
is advisable to require charge after shipping, or to make payments matching
development of deliveries if the contract calls for overall performance over a time
frame.
5) Defining the parties and their obligations: While drafting a contract one must
make sure of defining the names of the parties who are legally bound to that
contract. To make the names specific and free of confusion, also one must point out
the address of the residence of the parties and in case of an enterprise, the date of its
incorporation and the address of its registered office. Also, disputes generally occur
due to the fact the settlement does no longer accurately specify the responsibilities or
the obligations of the parties. One must think through in this scenario as well as what
the party desires to be delivered as a product, and how the development will be
measured and tied to the duty to make fee or supply product or offerings.
6) Cover all the possible situations that may occur: Think of what are all the
feasible occasions that could affect the contract, such as the worst. This will help
you safeguard the client's best interests. A contract is drafted with the following
basic sections:4
I) Title: You can give any appropriate title to the agreement. It is best that if the
agreement has a title that is commonly understood in the market for example:-
Services agreement, shareholders agreement etc. or something that describes the
relationship between the parties like Distribution Agreement etc.
4
Kritika Sagar Sharma, Basic Principles of Drafting a Contract, (June 29,2020),
https://www.lawyersclubindia.com/articles/basic-principles-of-drafting-a-contract-11609.asp

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 II) Preamble: The preamble is said to consist of short sentences which are
separated with semicolons. These are preceded by the first clause of the contract,
and provide a basic background to it, thus further explaining what is the purpose
behind entering into the contract by the parties
III) Definitions: In contract it is expected that there is a specific definition of the
word or the phrase if that word or the phrase has technical meaning, which makes it
more easier for the parties to understand the terms of the contract. Therefore, define
the terms which have a technical meaning or to which you intend to give a technical
meaning.
IV) Effective Date (or sometimes, a condition Precedent clause coupled with
completion): The dates when the parties obligations are triggered should be
mentioned. It can be a specific date or a specific occasion when certain prerequisite
conditions are met (called as condition precedent clause). When these conditions are
met, a completion action from both the parties will activate the agreement.
V) Obligation of the parties and consideration: In a contract the key obligations
of the parties and the payment or the consideration should be specified.
VI) Subject matter of the contract: The terms and conditions on which the parties
have agreed to before entering into the contract must be specifically mentioned. For
example there should be mentioned what the parties are abstained from doing, what
are their obligations, how the services should be performed, the date of the delivery
of the services and other such pinots as may be mentioned or prescribed by the
client.
VII) Confidentiality: Who are the ones with whom the terms of the agreement can
be shared and under what occasions? What all cautions should be taken to keep the
contents confidential? Are there any exceptions? These above questions look like a
plain cut, copy and paste clause but it can be described and can be framed in many
different ways.
VIII) Term of the contract: The contract must mention the term for how long the
contract shall be in force i.e. the duration of the agreement should be mentioned as it
is closely tied to the termination and renewal clauses.
XI) Termination: Mention the conditions as in what all circumstances the
agreement can be terminated.
X) Representations and warranties: Every transaction is based on a set of
statements of fact or assertions about the quality and quantity of a specific
commodity. Breach of any of these activates the right to seek compensation. It can
also lead to the release of the other party from performing its obligations.
XI) Indemnification and Risk Allocation: The most important under the contract is
to provide the right of indemnification to the parties if the party finds out that the
other party has breached one or more of its representations. Sometimes breach of
responsibility by one party can lead to severe losses to the other party. In this way
representations serve as a mechanism for allocating economic risks between the
parties.

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XII) Governing Law: The contract should mention the law applicable to it.
XIII) Dispute resolution: If the parties want, they can add a clause directing the
parties to solve any dispute that arises out of the contract and the same can be heard
and disposed of by way of arbitration instead of going to the court.
XIV) Amendment: To set up a procedure of amendment inside the contract, you
could add an amendment clause, describing hoe the changes can be done in the
contract.
XV) Notice: It lets in the events to speak in a distinctive manner inside a
predetermined time limit when a sure unique condition takes place.
XVI) Severability: In an event if any provision within the contract is observed to
be invalid or illegal, the parties simply state that the remaining portions will continue
to be valid.
XVII) Set off: A set off clause disallows a party to deduct debts owed by the
opposite party to him, from the cash he's vulnerable to pay to such party.
XVIII) Force Majeure: The clause specifies the situations which are not in control
of the parties and are unforeseeable. Such situations include flood, earthquake etc.
XIX) Jurisdiction: It is advisable to mention the court of which state or country (in
case of an international contract) will have the jurisdiction over the matter in case of
any dispute arises.
XX) Signature and seal, location of execution and witnesses: Typically, the first
and the last pages contain full signatures along with the location of the execution of
the contract entered into by the parties and all others are initialed. Some contracts
like for transfer of immovable property, it may require attestation by the witness,
who has to sign in the same way as the parties.

CH.II (II) CONTRACT INTERPRETATION

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 What is Contract Interpretation?

Contract interpretation may be necessary if a dispute arises over the terms of the
contract or the language and definitions that were used in the contract. If the parties
to the contract cannot reach an agreement regarding what the terms mean, it may be
necessary to file a lawsuit in order to have the court review the contract. If this
occurs, the court will engage in contract interpretation in order to determine a
resolution for the disagreement. For example, suppose a shipping contract is entered
into where the parties are mistaken as to whether the word delivery means by air or
by land.5

In this case, a court would perform contract interpretation in order to determine

exactly what the parties mean by the term delivery when they drafted the contract.
The ultimate goal of contract interpretation is to come to a definition which most
clearly reflects the original intent of the parties who created the contract.

Contract interpretation usually becomes necessary when a mutual mistake is made.

A mutual mistake occurs when more than one party to the contract is mistaken.

In addition, contract interpretation may also be necessary if a unilateral mistake was

made. A unilateral mistake is a mistake in which only one party to the contract is
mistaken.

How Are Contracts Interpreted?

The laws which govern contract interpretation can vary by state. In addition, the
nature of the contract or the subject matter of the contract may influence how the
court interprets it. In general, the majority of courts follow certain basic principles
when interpreting contracts, including determining mutual intentions and ordinary
meaning.

When determining mutual intentions, the first step is to determine the intentions
which are shared by both parties. A court will first attempt to interpret a contract
according to what the authors originally intended.

5
Jennifer Corbett, Legal Match,
https://www.legalmatch.com/law-library/article/contract-interpretation.html

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 When possible, the mutual intentions will be determined strictly by using the written
provisions which were included in the contract. If the language of the contract is
clear and definable, that language will control the interpretation. If the language of
the contract is unclear, external evidence may be used to interpret the intent. For
example, a record of previous dealings between the parties may be used.

To determine whether the language of the contract is clear and indefinite, a court
will, in general, rely on the ordinary meaning of the word or the phrase in dispute.
This practice is also referred to as going by the dictionary definition of the term or
the common usage.

CH II (II) TIPS ON SENTENCE STRUCTURE

Contracts are meant to be read – and that means they must be readable. Parties who
understand their contracts are more likely to comply with them, and clearly written
contracts are less likely to be challenged in court. Clients, judges, and even other
lawyers prefer reading documents drafted in plain language.
Here are some tips for writing a clear contract6 :
1) Use short sentences.
2) Draft in active voice.
3) Avoid nominalizations.
4) Don’t repeat the agreement.
5) Watch out for “doublets.”
6) Use “shall” correctly.
7) Strike unnecessary words.
8) Drop the legalese.
9) Use white space.
10) Remember you’re the reader.

CH II (III) RULES OF CONSTRUCTION

A contract is a legally recognized agreement made between two or more people. In

most cases, a contract doesn’t have to be in writing. But even when the law doesn’t
require a written document, it is a good idea to put a contract in writing.

1) Whatever sense may be adopted, the construction must be reasonable.

2) The construction shall be liberal.
3) The construction shall be favourable.
4) The popular meaning of words shall be adopted.
6
Laura Genovich, Lawyer & Plain Language Expert, Contract Drafting (Feb 23,2022)
http://www.linkedin.com

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 5) Consider the whole agreement carefully.
6) Contract shall be taken most strongly against the contractor.

CH. III (I) ETHICAL ISSUES OF CONTRACT DRAFTING

I. Business contracts: They are legally binding documents; they are only effective
within an ethical framework that assumes most parties observe and fulfil their
contractual obligations. Competing for, obtaining and satisfying contracts ethically
is the basis for an efficiently functioning economy.

II. Determining Prices Ethically: An ethically negotiated contract strikes a balance

between the benefits to the supplier and purchaser. The successful execution of such
a contract delivers advantages to both parties, and both parties have a stake in
avoiding problems. Eg, Setting the prices for your contracts in this way is ethical,
while basing your prices on manipulation or hidden factors is not.7
III. Avoiding Conflicts of Interest: Some conflicts of interest are ethically
unacceptable, such as bidding on work for which you decide who is awarded the
contract. However, you can avoid other types of conflict of interest with
transparency.

IV. Competing Fairly: A competitive market gives you feedback on the value you are
offering to customers as compared with your competitors. When you obtain a
contract through fair competition, you know that you have been successful in
presenting exceptional value. When a competitor receives the contract, you have to
work on reducing prices or increasing quality.

V. Observing Laws and Regulations: Laws and regulations protect the consumer,
employees and other market participants. When you develop an offer and sign a
contract, you have to keep legal and regulatory constraints in mind.8

III. (II) CONTRACT NEGOIATION

Strategic process of coming to a dialogue table between two or more parties before
going towards an agreement. Agreement may be in term of business or some other
dealings. In a contract, there exist defined version of each party’s responsibilities
and authorities, all the terms and conditions are mentioned in it clearly. Legally, both
parties are bounded to perform their duties which are defined in contract. Both
parties show flexibility if there comes any collapse in contract in future.

7
ABA,https://www.americanbar.org/groups/business_law/publications/blt/2012/12/training_tomorrow/
(last visited on Dec. 12, 2022)

8
DR. Y.S.SHARMA, The law of Pleading, Drafting and Conveyancing (4th ed. 2022)

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 Contract negotiation strengthens relationship among parties so that both may carry
on further. Contract negotiations deliver long-lasting quality solutions that make
business more successful. Negotiation also makes things easier and controllable.
Contract negotiation knowledge helps practitioners to identify steps which makes it
victorious. Negotiation resolves conflicts and enhances contract values.

CH III (II) ESSENTIALS OF CONTRACT NEGOTIATION :-

In business contract negotiation each party informs other party about their point of
view and tries to hunt other to accept his point of view. During contract
negotiation, negotiators prioritized some strategies so that their focus remained on
it. These strategies are actually “five essentials of contract negotiation”. 9
1. Grasp prioritization
Giant knowledge of your prioritization strategies proves beneficial to you in
business contract. Get into your revenues and risks. Take heart in that, and then
come up with a plan for what you want to achieve.

2. Research about other party before contract Knowing what the other party
wants to achieve will help you in building your strategy. Is their aim to get the best
deal on price, is it to gain market share, expand into new markets or defeat their
opposition? Find out if they have a walk-away position and what it is?

3. Build your strong Negotiation team

Structured an experienced negotiators team that are loyal to the firm. Their
preferences and priorities must be for the company’s development. Contract
negotiations fail if each member’s loyalties, preferences and priorities are not
articulated.

4. Rehearsal Negotiation before table

Prepare your negotiation plan, that who will lead the team, who will analyse
technical as well as business points and make sure their discussion with
team members before implementing decision into contract. Present tactics and
strategies to team. Predominantly, team negotiation proves advantageous rather than
sole negotiator.

5. Avoid from blundering

Sometime contract negotiations are impaired due to the blunder of one of your own
team members. Blunders could affect the validity of contract. Here are some
common blunders in negotiation which actually exist;
 Taking negotiation personal
 Neglecting other party’s problem
 Making unreasonable demands
 Revealing secrets
 Letting price bulldoze other interests
 Starting work before the contract initiation
 Losing temper
 Neglecting BATNAs (“best alternative to negotiated agreement”)
 Searching too hard for common ground
9
Mustafa Syed, Essentials of Contract Negotiation, Engenius, 16 March 2022,
https://engeniusonline.com/essentials-of-contract-negotiation/

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 Don’t take negotiation personal, when you allow your emotions entering in business
negotiation, then you might get out of the way and ultimately will lose your focus.
You must adhere to opposition what are they pointing? Don’t harass another party
by making unreasonable demands. Keep control on yourself, never plunged yourself
in such a debate that flows away all of your firm’s secrets and you remain holding
your hands. Adopt positive approach while negotiating. So, be curious about these
mistakes and then went for negotiation. Then results will be in your hands.

CH.III. (III) FORMAT OF CONTRACT

Step 1: Go over any notes from discussions with the other parties about the details
of the transaction. Ask questions, if needed, to ensure clarity among everyone.
Step 2: Select a contract type and begin drafting the agreement. Include the names
of each party in the introductory paragraph, as well as contact information for all
parties involved. Be sure to also state the start date of the contract and when it
expires.3
Step 3: Next, add a detailed list of any key terms and definitions that appear
throughout the contract. This helps prevent any ambiguities and clarify vagueness.
For instance, for simplicity, the contract writer may use the words "Work Product"
throughout the contract in reference to the goods or services on offer. 10
Step 4: Define the complete scope of work involved in the business transaction.
Start with the deliverables, then discuss the roles and responsibilities of each party.
This includes any goods or services the seller must provide and any payments the
buyers must make. There's no need to use legalese. Keep the language simple,
succinct, and easy to understand. This helps reduce ambiguity and misinterpretation.
However, remember to provide as much detail as possible.
Step 5: Outline the payment terms. Include specifics about when payment is due
and how to make the payment. Be sure to also include a project schedule that clearly
outlines any deadlines for all parties. This is also a good place to note any
performance incentives or deductions for missed deadlines
Step 6: Provide details about the protective terms of the agreement, such as what
happens if any parties breach the contract. Also include liability, confidentiality,
dispute, termination, and ownership statements in this section if they apply. 11
Step 7: Give each party time to review the contract and negotiate the terms. Make
sure everyone feels comfortable with the details and understands any obligations and
expectations. Continue to revise the contract as many times as needed to get it right. 1
Step 8: Once all parties agree to the terms of the contract, an authorised
representative of each party must sign and date the contract. Signatures make the
contract legally binding.

10
Up Counsel, https://www.upcounsel.com/contract-drafting-sample ( Dec. 15, 2022).

11
DR. Y.S.SHARMA, The law of Pleading, Drafting and Conveyancing (4th ed. 2022)

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III.(II) FORMAT OF CONTRACT :
Motor Vehicle Sale Agreement
THIS AGREEMENT made at, the day of __________, 2013 BETWEEN: 1. Sri.
_________________, s/o______, r/o_____________________________ hereinafter
called “the Vehicle Owner and Seller” of Vehicle ________________(which
expression shall, unless it be repugnant to the context or meaning thereof, include
their respective heirs, executors, administrators and assigns) of the ONE PART
AND 1. __________________ s/o______, r/o_____________________________
hereinafter called “the Buyer” (which expression shall, unless it be repugnant to the
context or meaning thereof include his/her heirs, executors and/or administrators and
assigns) of the OTHER PART WHEREAS : The Seller has the absolute ownership
with all rights of ownership and possession without any liability of Motor Vehicle
(Make, Registration Number)_________________ and Chassis Number
____________ and Engine Number ___________ Effective from the
__________2013, for value consideration as per mutual consent of Rs. _________in
form of payment _________ (cash/cheque/dd), seller has agreed to sell, convey and
transfers the vehicle described in to the buyer by handing over Original RC,
Insurance, Valid PUC Certificate, All Original Keys, Bank Documents and any other
documents pertaining to the transfer of the car with signed RTO Forms. The seller
understands that he transfers the sole right of ownership of the motor vehicle
referred in to the buyer to be used at sole discretion of buyer at his or her own will.
The buyer takes the full ownership of the Motor Vehicle (Make, Registration
Number)- _________________ and Chassis Number ____________ and Engine
Number ___________ and consents to complete all transfer formalities to transfer
vehicle in RTO, Insurance in his/her name on the earliest basis. The Buyer Consents
that he has taken the delivery of the car and consents to be in possession of all
material papers and documents pertaining to the Vehicle. Buyer Understands that all
responsibility, challan, risks associated after date and time of executing this
agreement will be his/her responsibility Seller warrants that:- all disclosures to buyer
and other matters in connection with such transaction, are in all respects as required
by, and in accordance with, all applicable laws and regulations prevailing at time of
signing this sale agreement with no material facts hidden in.
IN WITNESS WHEREOF the Seller and the Buyer respectively have hereunto set
their respective hand the day and year first hereinabove written.
SIGNED
AND
DELIVERED
by the Witness Seller :
1) Buyer :
2) Dated: _________________________

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 CH IV. (I) PRACTICAL SUGGESTIONS ON FORM OF FORMAT:
• The first element necessary for drafting a contract without flaws comes before the
drafting process itself. It involves communicating with the client about the
agreement between the parties, relevant facts and the client’s intentions to create an
outline for the contract.
• While drafting a contract, one has to ensure that the language is clear and devoid
of any ambiguity. The use of legal jargon unnecessarily should be avoided since a
person not having a legal background should still be able to clearly understand the
terms of the contract. The goal is to be able to think like a lawyer but not write like
one.
• Having concrete knowledge of the provisions of the law relevant to the contract is
one of the most essential skills necessary for drafting a proper contract.
Understanding the law to its full extent and interpreting it in a way for all the parties
to easily comprehend is crucial in the process
• A good contract should be complete in the sense that it should be devoid of any
loopholes and be able to deal with and protect the client against all the potential
issues which might arise.
• One should also be able to negotiate the terms of a contract between the parties to
come to a mutual agreement.
• Setting up a plan before beginning to draft helps in making it easier to fulfil the
objectives of a contract.
• Having a solid grasp of the English language is perhaps the most basic but
unavoidable skill required since the clarity and overall quality of a contract is first
and foremost determined by control over the language it is to be written in.12
The contract date is important for two reasons. It is the date by which all specified
information must have been provided to your customer. It is the base date for
cancellation rights and the returns procedure.

CH IV (II) EXECUTION AND DELIVERY:

An executed contract is a finalized agreement that has passed the sign stage and
been agreed to by all necessary parties. The agreement is now effective and
enforceable. The executed agreement creates a contractual relationship between
two or more parties and each must now fulfill the legal obligations they agreed
upon in the written agreement. Others may use the term “executed contract” to
refer to one that has not only been signed, but has also been completed. If all of
the obligations of the contract have now been fulfilled, many people will refer to
this as an executed contract. This may also be referred to as a “fully executed”
contract to differentiate it from an agreement that has simply been signed and
12
https://www.pmmag.com/articles/102141-contract-basics-practical-tips-for-drafting-construction-
contracts Last visited at 6:45 , 26/12/2022

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finalized. This definition is also valid, and it is common to hear this phrase used in
either situation. One of the distinguishing factors about the execution of a deed as
compared to a contract is that a deed must be “delivered”. Delivery fixes the date
from which the executing party is bound by the deed, and once delivered, a deed is
irrevocable in the absence of an express right of revocation. At common law, a
deed is delivered when a party expresses an intention to be bound by the deed,
even if it retains possession of the document. The best way to deal with delivery of
a deed is to have clear wording in the document setting out that the deed will be
delivered on the date appearing at the head of the document. Where a deed is
executed by a company, legislation provides that it is presumed to be delivered on
execution, unless a contrary intention is proved. There is no such presumption for
execution by an individual. Clear wording in the document confirming the position
on delivery will avoid confusion and unintended consequences.

CH IV(III) DATE AND IMPORTANCE OF DATE:

Date of Contract means the date on which both the parties have signed the Contract
Agreement or any other date mentioned in the Contract/Letter of Award, as the
effective date of Contract, whichever is earlier. Date of Contract means the date on
which both the parties have signed the contract agreement. The contract date is
important for two reasons. It is the date by which all specified information must
have been provided to your customer. It is the base date for cancellation rights and
the returns procedure.

CH IV(IV) NUMBERING AND TABULATION :

For whatever reason, when attorneys draft contracts they don't just write the
numerals like regular people. Instead, attorneys typically write out numbers in words
as well as add the numerals in parentheses. For example, instead of writing “45
days”, an attorney would write “forty-five (45) days”.
The two-digit identifier is called a contract number, even though you can assign
alphanumeric characters or symbols as the contract number. The contract number
determines what type of contract you are creating.

CH IV (V) HEADINGS :
This Standard Clause, also referred to as a headings and captions, captions, or titles
clause, provides that headings used to identify an agreement's provisions, including
the articles, sections, clauses, exhibits, and schedules, do not have any substantive
meaning or interpretive value. It usually appears in the boilerplate section of an
agreement. This resource has integrated drafting notes with important explanations
and drafting and negotiating tips.

CH.V (I) AMENDMENTS :-

A contract addendum is a post-contract attachment that modifies, alters, or totally
changes some of the terms of a previously established contract. Typically, this adds

xvi
 something new to a pre existing document. Once all parties named in a contract
agree to an addendum, it becomes a part of the new contract.
There is no specific time for changing the whole or part of your contract. As long as
both parties are in agreement, the process can take off. In the case of minor
modifications, the parties can handwrite them and include them in the original
document.13

CH V.(II) WAIVERS :-
The word "waiver" means to forgo an interest or right by intentionally or
unintentionally choosing to give up the opportunity to enforce it. Simply put,
waiving 10 something means not enforcing it. Therefore, a waiver clause in a
contract is a clause that governs the way a contractual party can waive a right and
the consequences of the waiver. To a certain extent, most contracts have a waiver
clause. It's important to clearly understand a wavier clause because it specifies the
circumstances in which a contractual provision becomes enforceable and the specific
actions that may lead to a forfeiture of your rights.
Most of the agreement includes a no waiver clause which is a standard clause. The
purpose of the waiver or no waiver clause in the agreement is to make sure that a
party’s failure to implement its legal rights whether purposely or accidentally does
not constitute a waiver of those rights or remedies for their breach. Like, a party may
not strictly enforce the provision of the agreement under certain situations. For
example, to accept late payments without charging any penalty or late fees, so it
does not mean that the party is waiving its future rights as well in order to comply
with other terms and conditions of the agreement.

CH V.(III) CONSENTS :
When two parties wish to enter into an agreement, they can use a contract, which
will outline the rights and responsibilities of all parties. Several important elements
exist in a contract, including consent. In basic terms, consent is the understanding
that the parties have of the contract. Both parties in the contract must give their
consent voluntarily. If there are certain mistakes, or if one party attempts to deceive
or pressure the other, consent will not be considered voluntary or genuine. When it
comes to contracts, consent is a type of deliberation. When a person possesses the
mental ability to come to a reasoned decision, they can demonstrate their consent by
completing an action that was requested by another person.
With consent, there is an assumption that you have the physical ability to act. In
order for consent to be present, a party should not be influenced by outside forces.
These circumstances will eliminate consent in a contract:
• Duress
• Fraud

13
DR. Y.S.SHARMA, The law of Pleading, Drafting and Conveyancing (4th ed. 2022)

xvii
• Certain types of mistakes
If only one party in a contract makes a mistake, this is known as a unilateral mistake.
If the other party is not aware of the mistake, the contract's enforceability will not be
affected. When a unilateral mistake is related to a fact, the contract will not be
affected. When both parties in a contract make the exact same mistake, and this
mistake is related to an important fact in the agreement, the contract will be voided.
If the mistake is related to the legal consequences of the contract, however, the
contract is still valid and binding.

xviii
PART B

(1)Factual Proposition

Pragati Construction, a Factory situated at Bhakti Nagar, New Jalpaiguri,

District: - Jalpaiguri, PIN: -734007(W.Bengal), makes Concrete sleepers ,
which are exclusively used in Railway Tracts. Their products are mainly
supplied to the entire N.F.Railway. The Company requires a Supervisor for
their Factory. Accordingly, they published an advertisement in the leading
News Papers of North Bengal.
Mr. Biman Paul Son of late Krishanapada Paul, a resident of Madhya
Shantinagar, Post: Dabgram, Siliguri, District: Jalpaiguri, PIN: -
734004(W.Bengal) who is a Diploma Engineer having experience in the
working of Railway Tack Maintenance works has successfully passed the
interview.
Pragati Construction, agrees to engage Mr. Bimal Paul, as Supervisor in their
company. Draft an AGREEMENT FOR EMPLOYMENT between Pragati
construction and Mr. Bimal Paul

AGREEMENT FOR EMPLOYMENT

An AGREEMENT made on this 5th day of April,2022 BETWEEN Mr.

Indrajit Lahiri son of Mr Ranadip Lahiri , a resident of Pradhan Nagar, Post:-
Siliguri, District :- Darjeeling, PIN:-734003(W.Bengal)represented by its
Managing Director of Pragati Construction , (hereinafter called the
‘Employer” of the One Part
AND
Mr. Biman Paul Son of late Krishanapada Paul, a resident of Madhya
Shantinagar, Post: Dabgram, Siliguri, District: Jalpaiguri, PIN: -
734004(W.Bengal) (hereinafter called the “Employee” of the Other Part.

1. The Employer is engaged in the business of making Concreate Sleepers for

Railway Track and maintains business premises at Bhakti Nagar, New
Jalpaiguri, District:- Jalpaiguri,PIN:-734007(W.Bengal).

xix
2. The employer wants to appoint a suitable person to work as Supervisor for
his business
concern;

3. The Employee, the party of the Other Part, has agreed to serve as Supervisor
for the
business concern on the terms and conditions hereinafter set forth.

NOW this agreement witnesseth and the parties hereto and hereby agree as
follows:

1. AGREEMENT TO EMPLOY AND BE EMPLOYED

The Employer hereby employs the Employee as Supervisor at Pragati

Construction, Bhakti Nagar, New Jalpaiguri, District: - Jalpaiguri, PIN: -
734007(W.Bengal).
and the Employee hereby accepts and agrees to such employment.

2. DESCRIPTION OF EMPLOYEE’S DUTIES

Subject to the supervision and pursuant to the orders, advice, and direction of
the
Employer, the Employee shall perform such duties as are customarily
performed by one
holding such position in business concern. The Employee shall additionally
render such
other and unrelated services and duties as may be assigned to him from time to
time by
employer

3. MANNER OF PERFORMANCE OF EMPLOYEE’S DUTIES

The Employee shall at all times faithfully, industriously, and to the best of
his/her ability,
experience, and talent, perform all duties that may be required of and from
him/her
pursuant to the express and implicit terms hereof, to the reasonable satisfaction
of

xx
employer. Such duties shall be rendered at the abovementioned premises and
at such
other place or places as employer shall in good faith require or as the interests,
needs,
business, and opportunities of employer shall require or make advisable.

4. DURATION OF EMPLOYMENT
The term of employment shall commence on )5-04-2022 and continue till such
date
the Employee works in the business concern subject, however, to prior
termination as
provided in Clause 9 hereof or by resignation by the Employee. In case of
resignation, the
Employee shall give one-month prior notice to the Employer and on failure to
do so, shall
forego his salary for the notice period.

5. REMUNERATION
The Employer shall pay a salary of Rs 60,000/-(Rupees Sixty thousand) only
to the Employee for the services rendered to the business concern. The details
of the salary are mentioned in Annexure A of the document. In addition to the
foregoing, the employer shall also reimburse the expenses incurred by the
Employee while travelling for and on behalf of the Employer pursuant to the
employer’s direction.

6. EMPLOYEE’S LOYALTY TO EMPLOYER’S INTEREST

The Employee shall devote all his time, attention, knowledge, and skill solely
and
exclusively to the business and interests of the Employer, and the Employer
shall be
entitled to all benefits, emoluments, profits, or other issues arising from or
incident to any
and all work, services, and advice of the Employee. The Employee expressly
agrees that
during the term hereof he will not be interested, directly or indirectly, in any
form, or

xxi
manner, as partner, officer, director, stockholder, advisor, employee, or in any
other form
or capacity, in any other business similar to the employer's business or any
allied trade,
except that nothing herein contained shall be deemed to prevent or limit the
right of
employee to invest any of his surplus funds in the capital stock or other
securities of any
corporation whose stock or securities are publicly owned or are regularly
traded on any
public exchange.

7. NON-DISCLOSURE OF BUSINESS INFORMATION

The Employee will not at any time, in any form or manner, either directly or
indirectly
divulge, disclose, or communicate to any person, firm, or corporation in any
manner
whatsoever any information of any kind, nature, or description concerning any
matters
affecting or relating to the business of employer, including, without limitation,
the names
of any its customers, the prices it obtains or has obtained, or at which it sells or
has sold
its products, or any other information concerning the business of employer, its
manner of
operation, or its plans, processes, or other date of any kind, nature, or
description without
regard to whether any or all of the foregoing matters would be deemed
confidential,
material, or important.
The parties hereby stipulate that, as between them, the foregoing matters are
important,
material, and confidential, and gravely affect the effective and successful
conduct of the
business of employer, and its good will, and that any breach of the terms of
this section is
a material breach of this agreement.

xxii
8. LEAVE
The Employee will be entitled for one day leave for a completed month of
service. Apart
from this the employee will also be entitled to medical leave of 15 days in a
year subject
to submission of medical certificate in case the medical leave period exceeds
three days.

9. TERMINATION OF SERVICE
i. The Employer shall terminate the services of the Employee without any
previous
notice, if the employer is satisfied based on medical evidence that the
employee is
unfit and is likely for considerable period to continue to be unfit by reason of
ill
health for discharge of his/her duties.
ii. The Employer shall terminate the services of the Employee without any
previous
notice, if the Employee is found guilty of any in-subordination, intemperance,
moral turpitude or other misconduct or of any breach or non-performance of
any
of the provisions of these conditions, or if otherwise found unsuitable for the
efficient performance of his /her duties.

10. SETTLEMENT OF DISPUTE

Any claim or controversy that arises out of or relates to this agreement, or the
breach of
it, shall be settled by arbitration in accordance with the provisions of the
Arbitration and
Conciliation Act, 1996 and relevant labour legislations.

11. WAIVER OR MODIFICATION EFECTIVE ONLY IN WRITING

No waiver or modification of this agreement or of any covenant, condition, or
limitation

xxiii
 herein contained shall be valid unless in writing and duly executed by the party
to be
charged therewith. Furthermore, no evidence of any waiver or modification
shall be
offered or received in evidence in any proceeding, arbitration, or litigation
between the
parties arising out of or affecting this agreement, or the rights or obligations of
any party
hereunder, unless such waiver or modification is in writing, duly executed as
aforesaid.

12. AGREEMENT GOVERNED BY LAW

This agreement and performance hereunder and all suits and special
proceedings
hereunder shall be construed in accordance with the laws of the State of West
Bengal, India.

13. BINDING EFFECT OF AGREEMENT

This agreement shall be binding on and inure to the benefit of the respective
parties and their respective heirs, legal representatives, successors, and assigns.

IN WITNESS WHEREOF
On behalf of the party of the ONE PART and by the party of the OTHER
PART have hereto and hereby set their hands the day, month and year above
mentioned:

Indrajit Lahiri
1. Signature of the Party of the ONE PART (Employer)

Biman Paul
2. Signature of the Party of the OTHER PART (Employee)

In the presence of

xxiv
1. Mr. Pares Chanda, Accounts Assistant, Pragati Construction, Bhakti Nagar,
New Jalpaiguri, District: - Jalpaiguri, PIN: -734007(W.Bengal). (Name,
designation and address)
2. Mr. Ramesh Sharma, Manager (HR), Pragati Construction, Bhakti Nagar, New
Jalpaiguri, District: - Jalpaiguri, PIN: -734007(W.Bengal)

(2) Factual Proposition

Sri. Adhir Sen, Son of: - Sri Arun Sen, resident of Mahananda Railway
Colony, Po: - Pradhan Nagar, Siliguri, District: - Darjeeling. PIN:733003(W.
Bengal), a Railway employee is the owner of a Hero Splender Plus Motor
Cycle. After getting a promotion, he wanted to sell his Motor cycle so that he
can buy the latest model of Yamaha bike.

Sri Jit Roy, son Of Sri Parimal Roy, a resident of South Deshbandhu Para, Po:
- Siliguri, District: - Darjeeling, PIN: -734004(W. Bengal), is a student of
MBA in the University of North Bengal, Siliguri.
As the university is situated at a far distant from his residence, he also wanted
to buy a second-hand Motor Cycle considering his budget.

Draft a Contract Agreement for sale of Motor Cycle (Movable Property) for
them

Contract Agreement for Sale of Moveable Property ( Motor

Cycle)

xxv
THIS AGREEMENT made at SIliguri, the day of 14th August, 2022
BETWEEN:

1. Sri. Adhir Sen, son of: - Sri Arun Sen, resident of Mahananda Railway
Colony, Po: - Pradhan Nagar, Siliguri, District: - Darjeeling. PIN:733003(W.
Bengal) hereinafter called “the Vehicle Owner and Seller” of Hero Splender
Plus Motorcycle (which expression shall, unless it be repugnant to the context
or meaning thereof, include their respective heirs, executors, administrators
and assigns) of the ONE PART
AND
2. Sri Jit Roy, son Of Sri Parimal Roy, a resident of South Deshbandhu Para,
Po: - Siliguri, District: - Darjeeling, PIN: -734004(W. Bengal) hereinafter
called “the Buyer” (which expression shall, unless it be repugnant to the
context or meaning thereof include his/her heirs, executors and/or
administrators and assigns) of the OTHER PART

WHEREAS:

1.The Seller has the absolute ownership with all rights of ownership and
possession without any liability of Hero Splender Plus Motorcycle (Make: -
Hero Motorcycles Registration Number:-W.B-74/2018 , Chassis Number:-
XBZ76842 and Engine Number :- MNP 0987433, for value consideration as
per mutual consent of Rs. 45,000/-(Rupees Forty five thousand) only in form
of Cash payment , seller has agreed to sell, convey and transfers the vehicle
described in to the buyer by handing over Original RC, Insurance, Valid PUC
Certificate, All Original Keys, Bank Documents and any other documents
pertaining to the transfer of the car with signed RTO Forms. The seller
understands that he transfers the sole right of ownership of the motor vehicle
referred in to the buyer to be used at sole discretion of buyer at his or her own
will.

2.The buyer takes the full ownership of the Hero Splender Plus Motorcycle
(Make:- Hero Motorcycles Registration Number:-W.B-74/2018 , Chassis

xxvi
Number:- XBZ76842 and Engine Number :- MNP 0987433) and consents to
complete all transfer formalities to transfer vehicle in RTO, Insurance in
his/her name on the earliest basis.

3.The Buyer Consents that he has taken the delivery of the Hero Splender Plus
Motorcycle and consents to be in possession of all material papers and
documents pertaining to the Vehicle. Buyer Understands that all responsibility,
challan, risks associated after date and time of executing this agreement will be
his responsibility.

4.Seller warrants that: - all disclosures to buyer and other matters in

connection with such
transaction, are in all respects as required by, and in accordance with, all
applicable laws and
regulations prevailing at time of signing this sale agreement with no material
facts hidden in.

IN WITNESS WHEREOF the Seller and the Buyer respectively have hereunto
set their respective
hand the 14th day of August, 2022and first hereinabove written.

SIGNED AND DELIVERED by the Witness

Seller: 1) Adhir Sen 1. Mr. Dipak Dey, S/o:-.

Prabhat Dey
Mahananda Railway Colony,
Po: - Pradhan Nagar,
Siliguri, District: -
Darjeeling. PIN:733003(W.Bengal)

xxvii
Buyer: 2) Jit Roy 2. Babu Nath, S/O:- Lt.
H.C.Nath
South Deshbandhu Para,
Po: - Siliguri,
District: - Darjeeling, PIN:
-734004(W. Bengal)

Dated: 14-08-2022

(3)Factual Proposition

Sri Radheyshyam Agarwal Son of Lt. Radhey Kishan Agarwal resident of

Tulshitala Mohanbati, Post & P.S: Raiganj, District: - Uttar Dinajpur, PIN:-
733134 (West Bengal) is an eminent business person of Raiganj. He is a
religious person and at present he is 65 years old.
He likes to set up a Temple on his land which is just Infront of his residence

Sri Ramnath Tewari, Son of Lt Dibakar Tewari, (2) Sri Ramen Mukherjee,
Son of Shri Mukul Mukherjee, and (3) Sri Mohan Jain, Son of Lt. Suman Jain,
all are the resident of Tulshitala Mohanbati, Post & P.S: Raiganj, District: -
Uttar Dinajpur, PIN: - 733134 (West Bengal), the friend of Sri Radheyshyam
Agarwal and also in various business in same locality.
Sri Agarwal, wants to make a trust by his three friends for the establishment of
the temple. Draft a Trust Deed for Sri Agarwal.

TRUST DEED FOR ESTABLISHMENT OF A TEMPLE

THIS TRUST DEED is made between Sri Radheyshyam Agarwal Son of Lt.
Radhey Kishan Agarwal resident of Tulshitala Mohanbati, Post & P.S:

xxviii
 Raiganj, District:- Uttar Dinajpur, PIN:- 733134 (West Bengal) hereinafter
referred to as "the Donor" of the one part
AND
(1) Sri Ramnath Tewari, Son of Lt Dibakar Tewari,
(2) Sri Ramen Mukherjee, Son of Shri Mukul Mukherjee, and
(3) Sri Mohan Jain, Son of Lt. Suman Jain, all are the resident of Tulshitala
Mohanbati, Post & P.S: Raiganj, District: - Uttar Dinajpur, PIN: - 733134
(West Bengal) (hereinafter referred to as “the trustees," which expression shall
include the trustee or trustees for the time being) of the other part.

WHEREAS the Donor is desirous of establishing a Hindu temple for worship

and for promoting and encouraging Hindu culture and philosophy and for the
said purpose proposes to provide a plot of land located at Tulshitala
Mohanbati, Post & P.S: Raiganj, District: - Uttar Dinajpur, PIN: - 733134
(West Bengal) more specifically stated in the schedule enclosed hereto and
also to settle a sum of Rs.50,00,000/-(Rupees Fifty lakh) only on trust to the
trustees for building of temple at the said plot of land.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. As per his desire, the Donor hereby transfers, assigns and convey, ALL that
land stated in
Schedule I enclosed hereto and sum of Rs.50,00,000/-(Rupees Fifty lakh) only
for establishing a Hindu temple for worship and for promoting and
encouraging Hindu culture and philosophy.

2. The trustees shall use the money as laid by the donor for building a temple
on the said plot of land as per the plan given in schedule II enclosed hereto and
on completion of the said temple the deities of Sri Ram, Laxman, Sita, Sri
Hanuman, Lord Ganesha and Lord Shiva shall be installed thereon according
to Hindu rites/ceremonies.

xxix
3. The trustees shall be empowered in appointing/removing such number of
priests for doing
Puja and for celebrating festivals and other employees for the maintenance and
upkeep of the
temple as deemed fit.

4. The expenditure of the temple and expenditure of celebrating festivals shall

be met out of the income of the temple i.e., donation/money offered to the
deities. If it is deficient, the expenditure can be satisfied out of the corpus of
the trust fund. If found surplus, the Trustees shall be empowered in investing
such surplus funds in securities/bonds as deemed fit.

5. The trustees are empowered in borrowing money for the expenditure of

temple against
security of the trust property excepting temple.
6. The trustees shall keep proper accounts/books for donation/money offered
to deities and for expenditure spent on different accounts, daily. The trustees
shall get the accounts audited by a Chartered Accountant as per the provisions
of the Income Tax Act, 1961.
7. Only majority decision of the trustees will adjudge matters of trust.
8. If vacancy falls among the trustees owing to death or resignation or
incapability of any trustee or otherwise the donor shall select another trustee to
fill up the vacancy and if the donor is dead, the remaining trustees shall make
the selection.

9. The trust shall be a public charitable trust and the trust fund shall in no case
revert to the donor of the trust or any of his descendants or to any other person.

10. The trust fund shall not be used for any other object excepting those for
which the trust has been made.

xxx
 IN WITNESS WHEREOF, the parties hereunto have signed this on 5 th day
September, 2022 at Raiganj

Date: 05-09-2022
Place: - Raiganj

Radheyshyam Agarwal
1. Signature of The Donor

2. Signature of The Trustees: -

(1) Sri Ramnath Tewari

(2) Sri Ramen Mukherjee
(3) Sri Mohan Jain

Witness: -

1. Dr. Abhay Saha 2. Sri Bihari Mandal

Tulshitala Mohanbati, Tulshitala Mohanbati,
Post & P.S: Raiganj, Post & P.S: Raiganj
District: - Uttar Dinajpur, District: - Uttar Dinajpur,
PIN: - 733134 (West Bengal) PIN: - 733134 (West Bengal)

xxxi
(4) Factul Proposition

Sri Kiran Sankar Mitra, son of Lt. Subhara Mitra, and resident of Kadam Tala,
Post & District :Jalpaiguri, PIN:-735101 (Bengal) has a house of 2000 sq
Feet. His only son is working at Bangaluru. His wife also expired about one
year ago. As, he resides at Jalpaiguri alone, his son wants to take him at
Bangaluru. As such, Sri Mitra wants to sale his house.

Sri Bibhas Saha, son of Lt. Bitan Saha, resident of School Para, P.O &P.S :-
Jalpaiguri, PIN:735101(W. Bengal) is living in a rented room. Sri Saha wants
to buy the house .
Draft a agreement for Sale of a House for A an B.

AGREEMENT FOR SALE OF HOUSE

xxxii
This agreement made at Jalpaiguri on this 05 th day of November 2022
between Sri Kiran Sankar Mitra, son of Lt. Subhara Mitra, and resident of
Kadam Tala, Post & District :Jalpaiguri, PIN:-735101 (W.Bengal)
(hereinafter called the seller) of the one part
And

Sri Bibhas Saha, son of Lt. Bitan Saha, resident of School Para, P.O &P.S :-
Jalpaiguri, PIN:735101(W. Bengal) (hereinafter called the purchaser) of the
other part:

Witnesseth as follows:

1. That the seller agrees to sell and the purchaser agrees to purchase for the
sum of Rs 50,00,ooo/-(Rupees Rupees fifty lakh.), House No :57 owned and
possessed by the seller as an absolute owner and situated on .Kadam Tala,
Jalpaiguri and bounded as follows:—
North : Main Road
South : Faith Kindergarten School
East : House of Kamalika Banerjee
West : Pond
containing by admeasurement 2000(Two thousand) square metres of land
together with all
buildings, structures and outhouses and rights, easements and privileges
enjoyed
therewith.

2. That Rs 10,00,000 (Rupees Ten Lakhs) have been paid as earnest money by
the
purchaser to the seller by means of Cheque No. xba123456 dated 18-02-2022
drawn on SBI, Main Branch, Jalpaiguri and the balance of Rs
40,00,000(Rupees Forty lakhs only) shall be paid at the time of the execution
of the sale-deed (or before the Registering Officer).

3. That the sale-deed shall be executed on or before the 15 th day of April

2023whereupon

xxxiii
the purchaser shall be entitled to immediate possession of the property sold to
him.

4. That the seller shall guarantee his sole and absolute title in the property to
be sold and
shall enter into all the usual covenants.

5. That the property sold is free from encumbrances [or that the property is
subject to
the following encumbrances (details of encumbrances) and shall be sold
subject to
them, or which shall be discharged by the seller before the completion of the
sale in favour
of the purchaser].

6. That within two days from to-day the seller shall produce all the title-deeds
of the house
for inspection of the purchaser or of his nominee at Jalpaiguri and that in case
the
seller is unable to prove the marketable title that he has agreed to sell to the
purchaser in
the property agreed to be sold, it shall be open to the purchaser to cancel this
agreement
and to demand the return of the earnest money paid by him, and which shall be
immediately returned by the seller.

7. That all taxes and expenses relating to the property up to the date of the
completion of the
sale shall be paid by the seller, and thereafter by the purchaser, and that all
rents, profits
and income up to that date shall be taken by the seller and thereafter by the
purchaser.

xxxiv
8. That if the seller makes default in the performance of any of the conditions
of this
agreement, he shall pay Rs10,00,000/-(Rupees ten Lakh )only by way of
compensation to the purchaser for such default; and if the purchaser makes
default in the performance of any of the conditions to be performed by him
under this agreement, then the seller shall be entitled to forfeit the whole of the
earnest money of Rs10,00,000/-(Rupees ten Lakh 0 only paid to him; and that
the party not in default shall be further entitled at his discretion either to annul
this agreement or to specifically enforce it, in addition to any remedy that may
be open to him.

9. That the expenses of the sale shall be paid by the seller/ purchaser/by both
parties in
equal shares.

10. That the title deeds of the property shall be handed over to the purchaser
by the seller at
the time of the completion of the sale (or that the seller shall retain but will
undertake to
produce for inspection by the purchaser, whenever reasonably required to do
so, the
following title deeds which relate to the property sold along with the other
property of the
seller).

11. That this agreement shall bind the above parties and their respective heirs,
representatives
and assigns.

12. That if there be any difference or dispute between the parties on any matter
arising
hereunder or claimed so to rise, the same shall be referred to the arbitration of
whose
award thereon shall be final and binding on the parties.
xxxv
In witness whereof the seller and the purchaser have here unto set and
subscribed their respective
hands /signatures in the presence of:

WITNESSES
1………………… Signature of the seller……………………………….
2………………… Signature of the purchaser…………………………..

(5)Factual Proposition

xxxvi
 New Jalpaiguri Railway Hospital, requires hundred quintals of wheat foe their
indoor patients. The authority floated the tender for supply of wheat. Siliguri
food Supply Ltd, having its office at Matigara, PO:- Pradhannagar, Siliguri,
District:- Darjeeling, PIN: 734003(West Bengal), have finally obtained the
order for supply of wheat.
Draft an agreement for the same.

Agreement to supply Wheat

This Agreement made on this 5th day of December 2022 between, the President
of India acting through The Chief Medical Director, New Jalpaiguri Railway
Hospital, NF.Railway, Po:- Bhaktinagar, Siliguri, District: Jalpaiguri, PIN:-
735007(West Bengal) , hereinafter called the Railway Administration of the
One Part
AND
Sri Amar Bose, son of Sri Paritosh Bose, a resident of Matigara, PO:-
Pradhannagar, Siliguri, District:- Darjeeling, PIN: 734003(West Bengal), The
proprietor of Siliguri food Supply Ltd, having its office at Matigara, PO:-
Pradhannagar, Siliguri, District:- Darjeeling, PIN: 734003(West Bengal),
hereinafter called the Seller of the other part.
WHREBY it is agreed asfollows:-
1. The seller will supply 100(Hundred) Quintals of wheat according to the
samples sealed in bottles with the seal of the seller and placed with the
Railway Administration and in bottles sealed with seal of the Railway
administration and placed with the seller, on the terms and conditions
hereinafter mentioned.

2. The total quantity of wheat agreed to be supplied shall be delivered to the

Railway Administration within two months from this date in such instalment
and on such dates as the Railway Administration may from time-to-time order

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 provided that such order should be served on the seller at least one week
before the date fixed for delivery of any instalment.

3. The Railway Administration shall pay for the wheat supplied by the seller at
the rate of Rs Rs 4500/-(Rupees Four thousand five hundred) only per quintal.
Payment of each instalment shall be made within one week of the delivery.

4. If any wheat supplied by the seller is not according to the sample, the Railway
Administration will have the option to be exercised within one week of
delivery of either rejecting the same and purchasing the same quantity of
wheat from the market at the risk of the seller or accepting the same on such
reduced rate of price as may be mutually agreed upon.

5. The time fixed for the delivery of any instalment of wheat shall in each case be
regarded as of the essence of contract, and if the seller shall fail to deliver the
wheat on such date, the Railway Administration may annul the whole of whole
of this contract and purchase the wheat from any other person including any
firm or company and claim the difference in price and in expenses and
damaged incurred by him from the seller.
IN WITNESS WHEREOF the Railway Administration and the seller
respectively have hereunto set their respective hand on the 5 th day of
December, 2022and first hereinabove written.

1. Signature of Railway Administration

2. Signature of the seller

Witness

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1

2.

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