Drafting of Commercial Contracts

Explore corporate transactions, including M&A, JVs, and VC work, and learn to drive revenue through commercial contracting by clarifying performance and payment obligations in client and vendor agreements.

Learn how to convert LOIs and MOUs into formal contracts through negotiation. Explore RFPs and tender processes, government terms, and the shift from non-binding agreements to binding clauses.

Explain performance and payment obligations in mergers and acquisitions, licensing transactions, and joint ventures, navigate discussions and due diligence, and emphasize non-disclosure agreements to protect information for clear contract drafting.

Learn to draft enforceable commercial contracts with offer and acceptance, consent free of coercion or undue influence, and lawful object, while recognizing void terms like wagering or restraint of trade.

Identify a void contract when there is no valid consideration or unlawful objects, and prevent unenforceability by fixing clear dates of performance to avoid uncertainty.

Explore how MOU, LOI, and term sheets can be binding or non-binding, and why an LOI should limit binding effects to the non-disclosure clause and exclusivity terms.

Oral contracts can be valid, but under the Indian Contract Act, writing and stamp duty affect enforceability; without stamping or clear payment terms, especially for MSMEs, enforceability suffers.

Emails can constitute enforceable contracts, offering a documentary record, but enforceability depends on clear intent, defined terms, and jurisdiction; treat emails carefully to avoid unintended commercial communications.

Understand how stamp duty affects enforceable contracts, including payment timing and online options. Learn how deficit stamp duty can be cured via rectification and the penalties incurred during litigation.

Explore the enforceability of emails, oral contracts, and letterheads in India. Discuss defects, stamping, signatures, and remedies for international contracts versus Indian practice.

Analyze enforceability of non compete clauses, outlining time period, paid or unpaid terms, geographic scope, named competitors, and non solicitation obligations in the Indian context.

Explain how indemnities in india are hard to enforce, pushing reliance on performance bank guarantees, earnest money deposits, liquidated damages, and service level credits to secure contracts.

Assess the legality of fantasy leagues like Dream11, arguing they are games of skill rather than games of chance, balancing public policy and the right to trade.

Clarify that inadequate consideration never voids a contract; examine force majeure, price escalation clauses, and payment terms in commercial contract drafting.

Master the structure of a commercial contract by identifying the introductory clause, recitals, definitions, operative clauses, boilerplate, and schedules, and focus on key provisions like indemnities, liability caps, and warranties.

Recitals outline the parties and the business relationship, then define terms clearly and capitalize them to ensure definitions align across the contract, termination, and dispute resolution.

Identify how operative clauses weave reps, warranties, indemnities, and payment, linking performance, liability, and termination. Highlight how term, termination, force majeure, and liability caps shape risk and contract outcomes.

Learn that recitals set the tone and inform interpretation when read with the operative provisions, and have binding value only when considered with the full contract.

Learn how commencement and effective dates shape binding agreements in mergers and acquisitions, how due diligence reveals defects, and how dates govern payment, performance, renewals, and non compete terms.

Explore privity of contract in guarantees, including parent guarantees and subsidiary agreements, and how enforceability in India relies on standalone letters or annexures.

Negotiate representations and warranties for service contracts by time-boxing warranties, applying disclaimers, and requiring written notices to protect the vendor and manage risk.

Set-off of payments due against liquidated damages should be treated cautiously; liquidated damages are onerous, so cap them or include termination provisions to protect project profitability.

Define the relationship between the parties to avoid exposure and misclassification in employer-employee or consultancy contexts, clarifying roles as principal, agent, or delegate, and outlining consequences of non-performance and non-payment.

Weigh arbitration costs against litigation, including stamp duty and arbitrator fees. Favor institutional arbitration with a clear venue and place of performance to balance enforceability in India and overseas.

Assess the five governance factors—place of execution, place of performance, domicile, residence, and national character—to determine the governing law and venue in an India–US services contract with arbitration.

Identify dispute prone areas in a contract by analyzing existence of the contract, performance terms, time of essence, payment terms, dispute resolution clauses, and the interplay of jurisdiction and arbitration.

Draft boilerplate clauses clearly and simply, including indemnity, arbitration, and jurisdiction terms, to reduce ambiguity and disputes.

Identify and manage disputes by mapping obligations, timelines, and breach remedies in complex contracts, using contract management tools to monitor risk allocation and performance.

Identify remedies for contract disputes by informing the client and conducting a risk-reward analysis, weighing arbitration costs against litigation, and pursuing settlement when possible.

Parties may resolve disputes through accord and satisfaction, novation, or anticipatory breach, seek damages with injunctions or specific performance, and consider arbitration depending on contract terms.

Discover alternative dispute resolution mechanisms, arbitration, conciliation, and mediation, and how clear written intent enables faster, practical dispute resolution in contracts.

Opt for arbitration over litigation for timely, cost-conscious dispute resolution. Sector-specific arbitrators and flexible procedures support faster, time-bound outcomes and limited appellate grounds.

Explore liquidated damages in commercial contracts. Understand caps, like five or ten percent of contract value, and the implications under Contract Act sections 73 and 74.

Explain how covid-era disputes arose from license and lease issues and supply contracts, as courts functioned imperfectly, with parties invoking indemnity, dispute resolution, and jurisdiction clauses while conserving cash.

Mandating mediation undermines consent and adds a box-ticking step; mediation works best when parties are willing, and costs in Western courts encourage settlement, unlike India's litigation environment.

Questioning mandatory conciliation within arbitration clauses, the lecture argues it risks premature section nine relief. Highlight potential losses and who bears them when conciliation delays litigation.

Arbitration lets parties and arbitrators choose a flexible procedure, including hearings by video conferencing to avoid travel and cut costs.

Analyze whether non-stamped documents affect arbitral proceedings under IBC, and distinguish evidence from demonstrating an arbitration clause in court amid stamp duty concerns.

Examine securities like bank guarantees, performance guarantees, corporate guarantees, MDA, and retention money in commercial contracts to secure performance and understand that remedies depend on the contract.

Highlight the value of a clearly defined termination process in contracts, outlining default steps while enabling parties to renegotiate or walk away based on mutual intention and bargaining power.

Negotiate rent relief under force majeure in covid-19, as landlords and tenants avoid litigation and adapt to exceptional circumstances.

In India, any relief claimed must be in aid of the final remedy, as held by the BALCO case and Supreme Court, even for contracts with foreign governing law.

Understand how to rectify insufficiency of stamping in a contract and secure court relief while stamping is completed within 3 to 4 weeks under the legally permissible time frame.