MEMORANDUM ON BEHALF OF THE DEFENDANT

IN THE JUDICATURE OF HON’BLE CIVIL COURT JUDGE

SENIOR DIVISION AT________
Civil Suit No: _____of
20____.

R.D Parmanadaka Pvt Ltd ...... Plaintiff

Versus

Sapatrangi Pvt Ltd …… Defendant

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 2. TABLE OF CONTENTS: -

Sr. Titles Page Nos.

No. From To
1. Title Page 01

2. Table of Contents 02

3. List of Abbreviations 03

4. Index of Authorities 04

5. Statement of Jurisdiction 05

6. Statement of Facts 06 to 07

7. Statement of Issues 08

8. Summary of Arguments 09 to 12
9. Arguments Advanced 13 to 17
10. Prayer 18

MEMORANDUM ON BEHALF OF THE DEFENDANT

___________________________________________________________________________
3. LIST OF ABBERVIATIONS:

Sr. No. Abbreviation Full Form

1. Hon’ble Honorable

2. PIL Public Interest Litigation

3. u/s, sec Under Section, section

4. v/s, v. Versus

5. Art. Article

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 6. i.e That is

7. SC Supreme Court

8. Dtd Dated

9. s/d Signed

10. CISG Contracts of the International Sale of

Goods

MEMORANDUM ON BEHALF OF THE DEFENDANT:

4. INDEX OF AUTHORITIES: -

A. CASELAWS:
1. COMMISSIONER OF CUSTOMS V AAFLOAT TEXTILES INDIA LIMITED
AND OTHERS 2009 11 SCC 18
2. TCI DISTRIBUTION CENTRES LTD V OFFICAL LIQUIDATOR, 2009 SCC
MAD 1481.
3. ISMAIL ALLARAKHIA V DATTATRAYA R GANDHI, AIR 1916 BOM 209
4. KUMAR PAUL V BOARD OF TRUSTEES FOR THE PORT OF KOLKATA
AND ORS, 2012 SCC CAL 9431.

B. BOOKS:
1. Civil Procedure Code (CPC), Bare Acts:
2. Indian Contract Act,1872

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 3. Sales of Goods Act,1930

C. DICTONARIES:
1. Oxford English Dictionary.
2. Lexis Nexis
3. Webster’s Dictionary

D. INTERNET SITES:
1. www.goggle.com
2. www.indiankanoon.com
3. www.livelaw.com
4. www.lawoctopus.com
5. www.manaupatra.com

MEMORANDUM ON BEHALF OF THE DEFENDANT:

5. STATEMENT OF JURISDICTION: -

A. It is humbly submitted that the plaintiff has approached the Hon’ble Court under
section 2(4) of The Code of Civil Procedure, 1908.

B. Section 2 (4): "district" means the local limits of the jurisdiction of a principal
Civil Court of original jurisdiction (hereinafter called a "District Court"), and
includes the local limits of the ordinary original civil jurisdiction of a High Court.

C. The suit concerning “breach of contract and related issues” is filed in the Court of
the Senior Civil Judge in accordance with the Section 6, Section 9 and Section 20
of the Civil Procedural Code.

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 D. The Court has the jurisdiction to decide all the matters referred to it for decision.
Both the parties shall accept the Court’s decision as final decision and execute in
good faith.

MEMORANDUM ON BEHALF OF THE DEFENDANT:

__________________________________________________________________________________

6. STATEMENT OF FACTS: -

1. BACKDROP

A company “R D”, in the name of R.D Parmanandka Pvt. Ltd. operates in ladies’ wear. It
earned huge profits and after some years, decided to expand its business by introducing a
number of varieties for kids wear.

2. CONTRACT OF SALE

In order to achieve abovementioned objective, they approach the Sapatrangi Pvt. Ltd., a
large manufacturer of garments in kids wear. “R D” entered into contract for the purchase of
kids wear garments.

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 CONSIDERATION: The contract price was Rs. 6,00,000 and both parties agree upon a
payment schedule.
SCHEDULE AS TO PAYMENT AND DELIVERY: R.D Parmanandka Pvt.Ltd., agreed
to pay Rs.4,00,000 partially upon delivery of the kids wear clothes on 1st January
2017and a final payment of Rs. 2,00,000/ on 1st march, 2017.
PERFORMANCE OF CONTRACT: Sapatrangi Pvt. Ltd delivered the garments to R.D
Parmanandka Pvt Ltd. on the agreed date i.e 1st January 2017 as per the contract.

3. AFTER DELIVERY OF CLOTHES

However, shortly after taking delivery of the clothes, R. D. Parmanandka Pvt. Ltd. loses
a profitable contract with its large booking agents which resulted in a significant down
in the demand for their kids wear garments.
Sapatrangi Pvt. Ltd, was also suffering from financial difficulties due to a number of
legal actions brought against it.
It was realised by Sapatrangi Pvt. Ltd that R.D Parmanandka Pvt. Ltd would be unable
to pay the remaining amount of Rs. 2,00,000.
On 1st March, 2017, Sapatrangi Pvt. Ltd. agreed to accept Rs. 50,000/ in full
satisfaction of the debt. R.D Parmanandka Pvt. Ltd. duly paid such amount on 1st March
2017.
On 3rd march 2017, Sapatrangi Pvt. Ltd delivered the remaining clothes to R.D
Parmanandka Pvt. Ltd.

I. THE PROCEEDINGS AND BACKGROUNDS

On 4th march a notice was sent to Sapatrangi pvt. Ltd., to exchange the low-quality
clothes. The notice was acknowledged and accepted by Sapatrangi Pvt. Ltd. However, no
exchange took place. On 20th march second notice was sent, which was neither
acknowledged nor replied.

R.D Parmanandka pvt. Ltd. Filed a suit against Sapatrangi Pvt Ltd and claims Rs.
1,50,000 for breach of contract. Saptrangi Pvt Ltd. contended that it was not bound to pay the
amount claimed in the suit because the clothes were of good quality.

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MEMORANDUM ON BEHALF OF THE DEFENDANT:

7. STATEMENT OF ISSUES: -

ISSUE 1: - Whether the acceptance of a sum different than

that in the contract was valid and if it was then what was

the effect of it on the original contract?

ISSUE 2: - Whether there was any breach of contract by

Sapatrangi Pvt. Ltd.?

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 ISSUE 3: - Whether losses were accrued to the plaintiff due

to the breach?

ISSUE 4: - Whether the losses accrued to the plaintiff

amounted to Rs. 1,50,000?

MEMORANDUM ON BEHALF OF THE DEFENDANT:

8. SUMMARY OF ARGUMENTS:

1) Whether the acceptance of a sum different

than that in the contract was valid and if it was
then what was the effect of it on the original
contract:
1. The Defendant admits that he accepted a sum of Rupees Fifty
Thousand (50000) from the Plaintiff, but says that he delivered the
goods on 3rd March 2017.

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 2. The sum of acceptance of Rupees Fifty Thousand (50000) was
accepted in full satisfaction between the plaintiff and the
defendant on the basis of the difficulties faced by the plaintiff on
account of losing a profitable order from the third party.
3. As per the consensus between the parties, Defendants were
considerate enough to grant of 1,50,000 to the plaintiff since the
delivery of the goods were made to plaintiff, that clearly shows
the intent of the defendant and he will fully comply with the said
contract.
4. As per Section 50 of the Indian Contract Act, 1872 the
defendant discharged their duty by delivering the kids garments
to the plaintiff which makes the contract legally valid in the eyes
of law

2) Whether there was any breach of contract by

Sapatrangi Pvt. Ltd:

1. Defendant is not liable for any damages cause to the plaintiff

because the defendants complied with delivery of the
consignment.
2. As per the knowledge of the defendants, RD Parmanandka had
lost a profitable contract with its large booking agents which

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 resulted in a significant down in the demand of kids wear
garments.
3. Therefore due to this reason the plaintiff cannot seek any
damages from the defendant.
4. As per the legal maxim of Caveat Emperor (let the buyer be
aware) means that the buyer relies on his knowledge and skill
when he purchases a particular product as he has an opportunity
to verify and examine the goods before placing the order or the
delivery of the goods. Since the plaintiff had verified and
examined the kids garments before placing the order, so the
defendant should not be responsible for the damages claimed by
the plaintiff.
5. The defendant had fulfilled the said consignment on 3rd March,
2017; therefore, it was the duty of the plaintiff to verify the kids
garments before accepting the same from the defendant. As per
the terms and conditions of the defendant, in case the plaintiff
had pointed out any quality issues during the delivery of the goods
then the defendant would have willfully replaced the goods within
the next day itself.
6. The Defendant is a large manufacturer of kids garments and
production of kid’s garments takes place at a very large scale at
various factories.
7. The defendant states that the quality standards for production
of kid’s garments would not specifically change for a particular
order.

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 8. Since the defendant is facing many legal actions already, why
would a company will spoil its goodwill or reputation by doing
such an act.
9. Therefore it is submitted by the defendant that the goods were
of good quality to the plaintiff, hence the defendant is not liable to
pay any compensation and damages to the plaintiff.

3) Whether losses were accrued to the plaintiff

due to the breach of contract by defendant:
1. The Defendant states that no losses were accrued to the
Plaintiff due to the breach of contract.
2. According to the Defendant they have already informed to the
Plaintiff that due to the unavoidable circumstances which arose in
the factory they will not be able to supply those goods 1st March
2017 and delivered them on 3rd March 2017.
3. Plaintiff did not proof that the loss caused was due to quality of
goods; also, Plaintiff did not return those goods to the Defendant.
4. All of our other clients don’t face any such issues. Therefore,
from the above fact it is crystal clear that the goods were of good
quality.

4) Whether the losses accrued to the plaintiff

amounted to Rs. 1,50,000:
1. It is humbly submitted that the Defendant is not liable for any
losses caused to the Plaintiff.
2. Since Saptrangi is a large manufacturer of kids wear garments,
they would not have specifically changed their quality

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 standards for production of a certain lot of garments; which
would have jeopardized its own reputation.
3. The legal maxim Caveat Emptor or let the buyer beware leads
to the presumption that a buyer relies on his skill of judgement
when he purchases a good; since he has the opportunity to
examine the goods before purchasing it.
4. It is humbly submitted that same has been held by the hon’ble
court in Ismail Allarakhia v/s Dattatraya R. Gandhi, AIR 1916
BOM 2093.
5. It is clear that plaintiff paid only R.s 50,000/- in full satisfaction.
The remaining amount of R.s 1,50,000/- was not paid by RD.
hence it was the loss of defendant company.

MEMORANDUM ON BEHALF OF THE DEFENDANT:

9. ARGUMENTS ADVANCED:

ISSUE 1 - Whether the acceptance of a sum

different than in the contract was valid and if it was

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 then what was the effect of it on the original

contract: -

1. The Defendant admits that he accepted a sum of

Rupees Fifty Thousand (R.s 50000) from the Plaintiff,
but says that he delivered the goods on 3rd March
2017.
2. The sum of acceptance of Rupees Fifty Thousand
(R.s 50000) was accepted in full satisfaction between
the plaintiff and the defendant on the basis of the
difficulties faced by the plaintiff on account of losing
a profitable order from the third party.
3. As per the consensus between the parties,
Defendants were considerate enough to grant of R.s
1,50,000 to the plaintiff since the delivery of the
goods were made to plaintiff, that clearly shows the
intent of the defendant and he will fully comply with
the said contract.
4. As per Section 50 of the Indian Contract Act, 1872
the defendant discharged their duty by delivering the
kids garments to the plaintiff which makes the
contract legally valid in the eyes of law. section 50
states that it is the duty of the promisee a person to
whom promise is made (defendant) to prescribes or
state or sanctions, the date, time, manner of
performance of promise.
Therefore, it is clear that the acceptance of sum
different than that in the original contract by

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 defendant was valid and there will be no effect on
the original contract.

ISSUE 2 – Whether there was any breach of contract by

Sapatrangi Pvt. Ltd. –

It is humbly submitted that the contract entered into by the

parties Sapatrangi Pvt. Ltd. and “R D” for the purchase of kids
wear garments.

CONSIDERATION: The contract price was Rs. 6,00,000 and both

parties agree upon a payment schedule.

DATE OF DELIVERY: 1 January 2017

SCHEDULE AS TO PAYMENT AND DELIVERY: R.D Parmanandka

Pvt.Ltd., agreed to pay Rs.4,00,000 partially upon delivery of
the kids wear clothes on 1st January 2017 and a final payment
of Rs. 2,00,000 on 1st march, 2017.

PERFORMANCE OF CONTRACT: According to section 50 of

Indian Contract Act, 1872:

“Performance in manner or at time prescribed or sanctioned by

promisee.—The performance of any promise may be made in
any manner, or at any time which the promisee prescribes or
sanctions. —The performance of any promise may be made in
any manner, or at any time which the promisee prescribes or
sanctions.”

Sapatrangi Pvt. Ltd delivered the garments to R.D

Parmanandka Pvt Ltd. on the agreed date i.e., 1st January 2017
as per the contract.

It is pertinent to mention that the delivery of clothes as on 3rd

march 2017 does not form part of the original contract as per
the facts of the case as delivery was due and accordingly made

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on 1st January 2017. Whereas, only the payment was to be
made in part.

Accordingly with reference section 62 of The Indian Contract

Act,1872,

In the facts and circumstances of the present case the delivery

of remaining clothes as on 3rd march, 2017 would amount to a
material alteration of the terms of contract which would further
render the contract void.

It is humbly submitted that the same as been held in many

cases by the hon’ble court in COMMISSIONER OF CUSTOMS V
AAFLOAT TEXTILES INDIA LIMITED AND OTHERS 2009 11 SCC
18, TCI DISTRIBUTION CENTRES LTD V OFFICAL LIQUIDATOR,
2009 SCC MAD 1481.

ISSUE – 3 Whether losses were accrued to the plaintiff

due to the breach.

It is humbly submitted that defendant is not liable for any

damage caused to the plaintiff. In fact, the defendant’s
company has duly performed the contract. According to the
facts and circumstances of the case, shortly after taking
delivery of the clothes, R.D. Parmanandka Pvt. Ltd. loses a
profitable contract with its large booking agents which resulted
in a significant down in the demand for their kids wear
garments. it was the only significant reason for the the
plaintiff’s company and there are no special damages that the
plaintiff can seek through the defendant.

It is humbly submitted that the clothes supplied were of good

quality. Since, the company Sapatangi Pvt. Ltd was a large
manufacturer of kids wear garments they would not specifically
change their quality standards for production of certain lot of
garments only because they are meant to be supplied to the
plaintiff’s company. Why would a company spoil its own

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reputation by such an activity even when it is already facing
difficulties on grounds of number of legal actions.

It is humbly submitted that it is the buyer’s responsibility to be

cautious i.e., the doctrine of caveat emptor. The legal
maxim Caveat Emptor or “let the buyer beware” means that
the buyer relies on his skill and judgment when he purchases. It
does not mean that the buyer should ‘take a chance’, but it
means he should ‘take care.’ This Maxim leads to the
presumption that a buyer relies on his quality of skill and
judgment when he purchases a good as he has the opportunity
to examine the good before purchasing it and the seller would
not be responsible for any default in the bought good. This rule
is not absolute and is limited to some exceptions but its
exception is not applicable in the present case.

It is humbly submitted that the same as been held in many

cases by the hon’ble court in ISMAIL ALLARAKHIA V
DATTATRAYA R GANDHI, AIR 1916 BOM 209, KUMAR PAUL V
BOARD OF TRUSTEES FOR THE PORT OF KOLKATA AND ORS,
2012 SCC CAL 9431.

ISSUE – 4 Whether the losses accrued to the plaintiff

amounted to Rs. 1,50,000?

1. It is humbly submitted that the Defendant is not

liable for any losses caused to the Plaintiff.
2. Since Saptrangi is a large manufacturer of kids
wear garments, they would not have specifically
changed their quality standards for production of a
certain lot of garments; which would have
jeopardized its own reputation.
3. The legal maxim Caveat Emptor or let the buyer
beware leads to the presumption that a buyer

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 relies on his skill of judgement when he purchases
a good; since he has the opportunity to examine
the goods before purchasing it.
4. It is humbly submitted that same has been held
by the hon’ble court in Ismail Allarakhia v/s
Dattatraya R. Gandhi, AIR 1916 BOM 2093.
5. It is clear that plaintiff only paid R.s 50,000/- in full
satisfaction. The remaining amount of R.s
1,50,000/- was not paid. Hence it was the loss of
defendant of R.s 1,50,000/-

10. PRAYER

IT IS HUMBLY PRAYED THAT,

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 Wherefore in the light of the issues raised, arguments advanced and
authorities cited, it is humbly prayed that this Hon’ble Court may be
pleased to adjudge and declare that:
 There has been no breach of contract.
 The defendant isn’t liable to pay any claim.
 The suit will be dismissed.

And pass any other order which this hon’ble court deem fit in the light
of justice, equity and good conscience. and for this act of kindness of your
lordship, the defendant shall be duty bound as ever pray.

Sd/-

(Advocate for Defendant Company)

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