MEMORANDUM ON BEHALF OF THE DEFENDANT

Team: 06

MOOT COURT EXERCISE: Xth SEMESTER

BEFORE THE HONORABLE DISTRICT COURT OF INDIA

Under Section 9 Of The Contract Act

(Civil) No.___/2023

In the matter of

SOHAN……………………………………………..……………….…………….PLAINTIFF

versus

MOHAN ………………..…….............................................................................DEFENDANT

AS SUBMITTED TO THE DISTRICT JUDGE OF THE HONORABLE

DISTRICT COURT OF INDIA
 MEMORANDUM ON BEHALF OF THE DEFENDANT

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~MEMORANDUM ON BEHALF OF THE DEFENDANT~

TABLE OF CONTENTS

LIST OF ABBREVIATIONS 3

INDEX OF AUTHORITIES 5

STATEMENT OF FACTS 7

SUMMARY OF ARGUMENTS 9

ARGUMENTS ADVANCED 11

PRAYER 23
 MEMORANDUM ON BEHALF OF THE DEFENDANT

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LIST OF ABBREVIATIONS

Abbreviations Full Form

Para Paragraph

¶ Paragraph Number

& And

AIR All India Reporter

COI Constitution Of India

Anr. Another

Sec. Section

HC High Court

Ed. Edition

Govt. Government

Hon’ble Honourable

IPC Indian Penal Code

Ltd. Limited

u/s Under Section

J’diction Jurisdiction

No. Number

v. Versus
 MEMORANDUM ON BEHALF OF THE DEFENDANT

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SC Supreme Court

SCC Supreme Court Cases

Sd/- Signed Down

Sec. Section
 MEMORANDUM ON BEHALF OF THE DEFENDANT

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INDEX OF AUTHORITIES

STATUES
1. The Indian Contract Act, of 1872.
CASES
1. Lincoln First Bank of Rochester v Healey
2. Ghaziabad Development Authority vs. UoI
3. Harvey v/s. Facey
4. Tenax Steamship Co Ltd v Brimnes

WEBSITES
1. www.lexisnexis.co.in
2. www.manupatra.com
3. www.SCC.com

STATEMENT OF JURISDICTION
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The jurisdiction of the civil court, in this case, is established under the provisions of the Indian
Contract Act, of 1872. The court has the authority to hear and decide civil disputes arising from
contractual agreements, as specified in Section 9 of the Act.
 MEMORANDUM ON BEHALF OF THE DEFENDANT

STATEMENT OF FACTS

1. On 1st November 2012, Mohan, residing in Hyderabad, sent a written offer to Sohan,
who lived in Bhillai, offering to sell his customized Volkswagen Polo motor car to Sohan
for Rs 5,00,000.
2. The offer explicitly stated that it would remain open until 5th November 2022.
3. Sohan received the offer on 2nd November, while he was away on a business trip to
Lucknow.
4. On 2nd November, Mohan sold the car to Kamal and sent a revocation of his offer to
Sohan's address in Bhilai.
5. The revocation letter was delivered to Sohan's Bhillai address on 3rd November.
6. On 4th November, Sohan sent an acceptance of the offer from Lucknow to Mohan's
business address in Kondapur, Hyderabad.
7. The acceptance letter was delivered to Mohan's office on 5th November, but he was
absent that day and did not read it until 6th November.
8. On 7th November, Sohan returned home and read the letter of revocation sent by Mohan.
 MEMORANDUM ON BEHALF OF THE DEFENDANT

STATEMENT OF ISSUES

ISSUE 1. WHETHER THERE EXISTED A CONTRACTUAL RELATIONSHIP

BETWEEN MOHAN AND SOHAN? IF YES, WAS THERE A BREACH OF THE
SAME?

ISSUE 2. WHETHER THERE WAS A VALID REVOCATION AS PER THE INDIAN

CONTRACT ACT, INCLUDING THAT THE ACCEPTANCE BY SOHAN WAS NOT
VALID NOW?

ISSUE 3. WHETHER THE DEFENDANT CAN BE MADE LIABLE TO REMEDY THE

PLAINTIFF FOR BREACH OF CONTRACT?
 MEMORANDUM ON BEHALF OF THE DEFENDANT

SUMMARY OF ARGUMENTS

1. WHETHER THERE EXISTED A CONTRACTUAL RELATIONSHIP BETWEEN

MOHAN AND SOHAN? IF YES, WAS THERE A BREACH OF THE SAME?

The issue at hand is whether the communication of Mohan's offer to Sohan was valid. According
to the Indian Contract Act, communication of an offer is complete when it comes to the
knowledge of the person to whom it is made. In this case, Mohan handed over a written offer to
Sohan's servant, Ram, who was authorized to receive such communications on Sohan's behalf.
Ram accepted the offer on behalf of Sohan and promised to communicate the acceptance to
Mohan. However, Ram failed to deliver the acceptance letter to Mohan and instead posted it to
Mohan's office, where it arrived after Mohan had already sent a revocation letter. It can be
argued that Ram's acceptance was not communicated to Mohan within a reasonable time and in
the manner specified by Mohan. Furthermore, it is important to consider whether Ram was an
authorized agent to accept the offer on Sohan's behalf. If Ram had the authority to receive and
accept offers on Sohan's behalf, then his acceptance would be binding on Sohan. However, if
Ram did not have the authority, his acceptance would not be valid.
In this case, the authority of Ram as Sohan's servant and agent is not clear. It is essential to
establish whether Ram had the express or implied authority to accept offers on behalf of Sohan.
Without such authority, Ram's acceptance would not be considered valid, and no contract would
be formed between Mohan and Sohan.

2. WHETHER THERE WAS A VALID REVOCATION AS PER THE INDIAN

CONTRACT ACT, INCLUDING THAT THE ACCEPTANCE
BY SOHAN WAS NOT VALID NOW?
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According to the Indian Contract Act, an offer can be revoked at any time before the
communication of its acceptance is complete as against the offeror. The revocation must be
communicated to the offeree for it to be effective. In this case, Mohan sent a revocation letter to
Sohan before Sohan's acceptance was communicated. The revocation was delivered to Sohan
before his acceptance letter reached Mohan.
Furthermore, the acceptance is considered complete when it is put into a course of transmission
to the offeror. Sohan's acceptance would be valid if it was posted before he received the
revocation. However, since the revocation was delivered to Sohan before his acceptance was
communicated, the revocation of the offer had already taken effect.
Therefore, it can be argued that no valid contract was formed between Mohan and Sohan.
Mohan's sale of the car to Kamal would not be considered a breach of contract since the offer
was effectively revoked before Sohan's acceptance was communicated to Mohan.

3. WHETHER THE DEFENDANT CAN BE MADE LIABLE TO REMEDY THE

PLAINTIFF FOR BREACH OF CONTRACT?

The issue here is whether Mohan's sale of the car to Kamal constituted a breach of contract with
Sohan. To determine this, it is necessary to establish whether a valid contract was formed
between Mohan and Sohan in the first place.
Based on the arguments presented for Issue 1, it can be contended that there was no valid
contract formed between Mohan and Sohan. The communication of the offer and acceptance was
not properly executed, and there are doubts regarding Ram's authority to accept the offer on
Sohan's behalf.
Since no valid contract existed, Mohan's sale of the car to Kamal would not be considered a
breach of contract with Sohan. Mohan was within his rights to sell the car to another party after
the revocation of the offer had been communicated to Sohan.
In conclusion, without a valid contract between Mohan and Sohan, Mohan's sale of the car to
Kamal cannot be considered a breach of contract, and Sohan would not have a legal claim
against Mohan.
 MEMORANDUM ON BEHALF OF THE DEFENDANT

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ARGUMENTS ADVANCED

1. WHETHER THERE EXISTED A CONTRACTUAL RELATIONSHIP BETWEEN

MOHAN AND SOHAN? IF YES, WAS THERE A BREACH OF THE SAME?

1. It is humbly submitted before the Ld. Distt. and Sessions judge that there was no contract
between the parties since the beginning, therefore, no question of contractual relationship
and breach of the same arises because, firstly, not all the essentials of a valid contract
have been fulfilled, secondly, there was no breach of contract as no contract existed since
the beginning.
1.1 Not all essentials of the contract have been fulfilled
2. It is humbly submitted that a contract is nothing but a promise which is enforceable by
law. A contract exists when there is agreement and enforceability. In India, a contract is
governed by the Indian Contract Act, of 1842. The Indian Contract Act establishes the
framework for and validates contracts or agreements between parties. The Contract Act is
one of the most important pieces of legislation that governs and oversees all business
transactions including a deal or an agreement.
3. The term ‘Contract’ is defined under section 2(h) of the Contract Act, 1872 1 as “An
agreement enforceable by law”. Salmond defines a contract as: "An agreement creating
and defining an obligation between two or more persons by which rights are acquired by
one or more, to acts or forbearance on the part of others". Sir William Anson in his Book,
The Law of Contracts, says ‘The law of contract is that branch of law which determines
the circumstances in which a promise shall be legally binding on the person making it’.
1.1.a That the essentials of a valid acceptance and offer do not exist.
4. It is most humbly submitted that for a contract to be formed, certain essentials as
mentioned in section 10 of the Indian Contract Act need to be fulfilled and in the absence
of the same, a valid contract cannot be said to exist. Section 10 in Chapter II of the Indian
Contract Act mentions the essential elements in agreements which result in contracts-
1 "SCC Online® | The Surest Way To Legal Research." https://www.scconline.com/. Accessed 6 Jun.
2023.
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"All agreements are contracts if they're made with the free consent of the parties able to
get into a contractual relationship, with a lawful object and consideration."
ESSENTIALS OF A VALID CONTRACT
a. Offer And Acceptance
b. Lawful Consideration
c. Intention Of Giving Rise To Legal Obligations
d. Capacity
e. Free Consent
f. Lawful Object
g. Agreements Not Expressly Declared Void
h. Possibility Of Performance
5. It is submitted that thus, in simple words, we can say that anything which is an agreement
and enforceable in the court of law or by the law by the land is called the “Contract”. The
definition provided in the Contract Act has two major elements and which are
“agreement” and “enforceable by law”. Hence, in order to understand the concept of
contract under the provisions of The Contract Act, of 1872, we first need to see if these
two essential terms are in the definition of a contract. Section 2 (h) of the Act tells us that
agreements enforceable by law are contracts. The substances, which make an agreement a
legally enforceable contract, are referred to as the Essential Elements of a Contract.
6. It is to be noted that the term ‘agreement’ is defined under section 2(e) of the Contract
Act, 18722 as “every promise and every set of promises, forming the consideration for

each other”. The term ‘promise’ is defined under section 2(b) of the Contract Act, 1872 3
as “when the person to whom the proposal is made signifies his assent thereto, the
proposal becomes an accepted proposal. A proposal when accepted, becomes a promise”.
In simple words, an accepted promise is an agreement that is accepted by all the parties
who are involved or affected by the agreement.

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7. To say all the above information in very few words it can be summed up in the following
words, Agreement = Offer + Acceptance
Contract = Agreement (Accepted Proposal) + Enforceable by law (scope of law)
8. Agreement= Offer + acceptance
It is submitted that an offer is the first step towards the formation of a contract a
proposal/offer - it is when someone offers to do or not to do something. E.g., A proposes
to buy B's house. The Indian contract act defines a proposal in its interpretation clause -
section 2 (a).
9. Section 2 (a), Indian Contract Act - When a person expresses his desire to do or not to do
something, with a view of getting their approval for the same, is said to be making a
proposal. An offer should be definite, clear and not ambiguous. It should be
communicated duly to the other party. It should be lawful. An offer to kill a human
cannot give rise to a valid contract.
10. In Ghaziabad Development Authority vs. UoI, 2003, Hon'ble Supreme Court observed
that when the development authority announces a scheme for allotting plots, it is an
invitation to offer. The public made applications to avail of the benefits. Those
applications by members of the public are valid offers.
11. Communication of an offer is complete when it comes to the knowledge of the person to
whom it is made - Section 4, ICA. E.g., Person A writes via email to Person B, "Will you
sell me your Parker pen for Rs. 500?" When the email reaches B, communication is
complete. The ICA states that a proposal i.e. is an offer made by one interested party to
another party willing to enter into an agreement. The acceptance of such a proposal is
said to form an agreement. Defined under Section 2(a) of the ICA it is defined as “when
one party performs the duty to show interest to the other party for the willingness to
perform or not perform a particular act and thus to get the acceptance. This interest
shown is said to make an offer or a proposal”.
12. It is most humbly submitted that the second step is acceptance of that proposal, defined in
section 2 (b) of the Act. E.g., B accepts A's offer of buying the house. Section 2 (b) of,
the Indian Contract Act states that when the person to whom the proposal was
communicated, gives assent for it is said to have accepted the proposal. Just like an offer,
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an acceptance of an offer should also be definite and clear, not ambiguous and should be
duly communicated to the proposer.
13. It is submitted that as it has been held in the case of Harvey v/s. Facey, 1893 by House
of Lords that there was no acceptance by defendants to the plaintiff's proposal. Only the
lowest price was communicated and not their desire to sell. Hence, it was held that there
was no enforceable contract between the plaintiff and defendant.
It is also submitted that communication of acceptance is complete when (Section 4, ICA)
Against the proposer when it is put in a course of transmission to him, out of the
acceptor's power. Against the acceptor when it comes to the knowledge of the proposer.
E.g., Aman proposes to buy Raghav's sports bike. Raghav accepts Aman's proposal and
writes him a letter of acceptance. The acceptance is complete against Aman when the
letter is posted by Raghav, out of his power to take it back and it is complete against
Raghav when Aman receives the letter.
1.1.b The offer did not stand as revocation was communicated by Mohan-
communication of acceptance by Sohan from a different address
14. It is humbly submitted that in contract law, communication of offer and acceptance refers
to the exchange of proposals and agreement between two or more parties that creates a
legally binding contract. The Indian Contract Act, of 1872, defines the rules and
regulations for offer and acceptance that govern such communication. Therefore,
according to the Act, an offer is a proposal made by one party to another with the
intention of creating a legally binding contract. The communication of the offer must be
clear, unambiguous, and complete. The offeror must communicate the offer to the
offeree, and it must be capable of acceptance.
15. It is to be noted that once the offer has been communicated, the offeree can accept the
offer by giving their unqualified and unconditional assent to the terms of the offer. The
acceptance must also be communicated in a clear and unambiguous manner. It is essential
that the acceptance must be communicated before the offer lapses or is withdrawn by the
offeror. The communication of offer and acceptance is crucial to the formation of a valid
contract. Any misunderstanding or ambiguity in the communication can lead to the
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invalidity of the contract. Therefore, it is important that the parties communicate clearly
and understand the terms of the offer and acceptance before entering into the contract.
16. It is also submitted that section 4 of the Contract Act, 1872 deals with the completion of a
proposal, acceptance and revocation and states: The communication of a proposal is
complete when it comes to the knowledge of the person to whom it is made. The
communication of an acceptance is complete,— as against the proposer, when it is put in
a course of transmission to him so as to be out of the power of the acceptor; as against the
acceptor, when it comes to the knowledge of the proposer. The communication of a
revocation is complete,— as against the person who makes it when it is put into a course
of transmission to the person to whom it is made, so as to be out of the power of the
person who makes it; as against the person to whom it is made when it comes to his
knowledge.
17. It is to be seen that in order to determine if a contract exists, we typically look for three
essential elements: offer, acceptance, and consideration.
a. Offer: A made an offer to sell the car to B, which indicates an intention to enter
into a contractual agreement.
b. Acceptance: If B accepted the offer from A within the valid timeframe (before
November 5th), either by communicating acceptance or taking actions consistent
with acceptance, then acceptance would likely be considered valid.
c. Consideration: Consideration refers to the exchange of something of value
between the parties involved. In this case, B would provide consideration (e.g.,
payment) in exchange for the car.
18. If all three elements are present, it is likely that a contract was formed between A and B.
Selling the car to C on November 2nd after the offer was made and accepted, would
likely constitute a breach of that contract.
19. If A made an offer to B via post to sell a car, with a specified validity period until
November 5th, but A sold the car to C on November 2nd before B had a chance to accept
the offer, it is unlikely that a contract was formed between A and B.
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20. For a contract to be valid, acceptance of the offer is generally required. In this scenario, if
B did not have the opportunity to accept the offer before A sold the car to C, there would
be no acceptance and therefore no contract between A and B.
1.2 That there was no breach of contract- no fault of Mohan as he posted on the
correct address
21. It is humbly submitted that when a contract is formed between the parties and one of the
parties does not adhere to the provisions or terms and conditions of the contract it leads to
a breach of the contract. In other words, we can say that when a party does not perform
his part of the contract or does not fulfil the stipulations of the contract, it is called a
breach of the contract. This gives rise to serious implications, as the aggrieved party can
ask for the damages suffered by that breach.
22. It is also submitted that a breach of Contract can be described as a violation of the terms
and conditions which were agreed upon by the contracting parties at the formation of the
contract. In other words, when a party to the contract does not fulfil the obligations
completely or partly set upon him by the contract, this non-adherence to the terms and
conditions of the contract is called the Breach of Contract. The breach can be anything
from no or non-payment of rent to the landlord to a failure to deliver a promised asset. In
some cases of breach of contract, the contract itself states the process in which it is to be
dealt with. Or in a contract, other methods of resolution can also be provided such as new
contract, adjudication, mediation, alternative dispute resolution, etc.
23. It is to be seen that in the present case since the contract is legally binding on the parties
and it can be enforced in a court of law if there occurs a breach the aggrieved party may
take this to court and can ask for remedy since his right has been violated. It is kind of
imperative to prove that the breach has happened in order to successfully claim a remedy
for the breach of contract. Sohan sent his acceptance on November 4th, but this was after
Sohan received the revocation letter. As Sohan didn't read the revocation before sending
his acceptance, he likely wasn't aware that the offer had been revoked. Acceptance must
be communicated to the offeror (A) before any revocation is received. In this case, as
Sohan's acceptance was sent after B received the revocation, it may not be considered a
valid acceptance. Sohan should have been aware of the revocation before accepting the
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offer for a contract to be formed. Therefore, there is no breach of contract because no
contract was formed between Mohan and Sohan.
24. Sohan did not send his acceptance from Hyderabad but from Lucknow. As the acceptance
was not sent from the specified address, it may not be considered a valid acceptance
unless the offer specifically required acceptance from that particular location.
25. In contract law, the communication of a revocation is generally considered effective once
it is received by the offeree, regardless of whether they have actually read it or not. So, in
the situation you described, even if Sohan read the revocation letter late, the revocation
would still be considered effective once it was delivered to his address and he had the
opportunity to read it.
26. the offeree (Sohan) is responsible for promptly reading and taking note of any
communications related to the offer and contract. Failing to read a revocation in a timely
manner does not typically absolve the offeror (Mohan) of their right to revoke the offer.
Once the revocation is effective, the offer is no longer valid, and any subsequent
acceptance would not form a binding contract.

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2. WHETHER THERE WAS A VALID REVOCATION AS PER THE INDIAN

CONTRACT ACT, INCLUDING THAT THE ACCEPTANCE
BY SOHAN WAS NOT VALID NOW?

1. According to Section 5 of the Indian Contract Act, an offer may be revoked at any time
before the communication of its acceptance is complete as against the offeror. The
revocation becomes effective when it comes to the knowledge of the offeree.
2. It's important to note that revocation must be communicated to the offeree for it to be
effective. If the revocation is not communicated to the offeree and the offeree learns
about it from a reliable source other than the offeror, the revocation is not valid. The
communication of revocation can be done by any means that have a reasonable chance of
reaching the offeree.
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3. If the offeror has sent a letter of revocation, but the offeree has not yet read it, the
revocation is generally not considered effective until it comes to the knowledge of the
offeree. According to the Indian Contract Act, communication of revocation is
considered complete when it becomes known to the person to whom it is addressed.
4. Under the Indian Contract Act, of 1872, a valid revocation procedure refers to the act of
cancelling or terminating a contract by one party, thereby releasing both parties from
their obligations and bringing the contract to an end. The Act provides certain rules and
procedures for revoking a contract, which are outlined below:
Revocation by Offeror
5. The offeror may revoke the offer at any time before it is accepted by the offeree.
However, the revocation must be communicated to the offeree before acceptance.
6. The revocation may be communicated directly to the offeree or through a reliable third
party. It can be conveyed orally or in writing.
Revocation by Offeree
7. The offeree may revoke the acceptance of an offer at any time before the communication
of acceptance is complete, as per the provisions of Section 4 of the Indian Contract Act.
8. The revocation must be communicated to the offeror before or at the same time when the
acceptance is communicated.
Modes of Communication
9. Revocation of an offer or acceptance must be communicated through any reasonable and
appropriate mode. It can be communicated orally, in writing, or through conduct.
10. If the offeror has specified a particular mode of communication, the revocation should be
made using the same mode mentioned in the offer.
Communication of Revocation
11. For revocation to be valid, it must be properly communicated to the other party or parties
involved in the contract.
12. Communication is considered complete when it is put in a course of transmission and
becomes known to the person to whom it is addressed.
Timeframe for Revocation
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13. Revocation of an offer must be made within a reasonable time. The concept of
reasonableness is subjective and depends on the circumstances of each case.
14. Once the offer is accepted, the revocation of the offer becomes ineffective, and the
contract is formed.
In the current case,
15. Offer and Acceptance: Mohan made a clear offer to sell his car to Sohan, specifying the
price and the duration of the offer. However, Sohan's acceptance was communicated after
the revocation had been sent by Mohan. So, it can be argued that no valid contract was
formed between Mohan and Sohan because the acceptance was communicated after the
offer had been revoked.
16. Revocation of Offer: According to the Indian Contract Act, an offer can be revoked
before it is accepted. In this case, Mohan sent a revocation letter to Sohan on 2nd
November, which was delivered on 3rd November. The revocation is considered
effective when it comes to the knowledge of the offeree. Therefore, the revocation was
communicated to Sohan before his acceptance letter reached Mohan.
17. Communication of Acceptance: The acceptance letter sent by Sohan from Lucknow was
delivered to Mohan's office on 5th November, but it remained unopened until 6th
November. As per the general rule, acceptance is complete when it is put into a course of
transmission to the offeror, meaning when it is properly posted. Sohan's acceptance
would be considered valid if it was posted before he received the revocation. However,
since the revocation was delivered to Sohan before his acceptance was communicated,
the revocation of the offer had already taken effect.
18. Considering these factors, it can be argued that no valid contract was formed between
Mohan and Sohan. Mohan's sale of the car to Kamal would not be considered a breach of
contract since the offer was effectively revoked before Sohan's acceptance was
communicated to Mohan.

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3. WHETHER THE DEFENDANT CAN BE MADE LIABLE TO REMEDY THE
PLAINTIFF FOR BREACH OF CONTRACT?

19. It is most humbly submitted before this honourable court that the plaintiff is not entitled
to receive any remedy under the India Contract Act or under the Specific Relief Act as
there is no breach of contract.
3.1 Remedy for breach of contract
20. it is submitted that the remedy for breach of contract which provides for entitlement to
composition, specific performance, and injunction is specifically provided under three
legislations i.e. The Indian Contract Act, The specific Performance Act, and the Code of
Civil Procedure respectively.
21. Whenever a breach of contract takes place, the remedy for 'damages' is the one that
comes to mind immediately as the consequence of the breach. The word 'damages' means
monetary compensation for loss suffered.
22. A breach of contract may put the aggrieved party at some disadvantage or inconvenience
or may cause a loss to him. The court would desire the guilty party to accept
4
responsibility for any such loss of the aggrieved party and compensate him adequately.
23. It is submitted that in certain cases of breach of contract, damages may not be an
adequate remedy. Then the Court may direct the party in breach to carry out his promise
according to the terms of the contract. This is a direction by the Court for specific
performance of the contract at the suit of the party not in breach. But in general, Courts
5
do not wish to compel a party to do that which they have already refused to do.
24. Cases where specific performance may be ordered:
(i) Where there exists no standard for ascertaining the actual damage caused to the
aggrieved party by the non-performance

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 MEMORANDUM ON BEHALF OF THE DEFENDANT

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(ii) Where monetary compensation will not be adequate relief. For example a contract for
the sale of a rare antique
(iii) Where the plaintiff's property is held by the defendant in the capacity of his agent or
trustee
(iv) Where the act to be done is in performance of the trust
25. The term 'Injunction' is a court order or decree to a person asking him to refrain from
doing a contemplated act or from continuing an ongoing act. Such an order of injunction
becomes a remedy for the aggrieved party when the court orders the guilty party to
refrain from doing precisely what is causing the breach of contract.
26. In a way, an injunction is a mode of securing the specific performance of the negative
terms of a contract. But for the performance of the positive terms of the contract, the
aggrieved party may seek other remedies like damages
27. It is humbly submitted that the plaintiff would have been entitled to one of the aforestated
remedies, i.e., seeking composition if supposedly there was a breach of contract, but the
case is contrary here.
3.1.a Non-entitlement of any remedy
28. It is humbly submitted that the intention of the plaintiff in filing the suit is to seek its
natural consequence, i.e., remedy, thereby, the legal maxim, Ubi jus, ibi remedium –
meaning 'where there is a right, there is a remedy, comes into play. In order for the
plaintiff to seek any remedy under any law for breach of contract, it is essential that the
right created by a contract should have existed which has been breached.
29. For the reason stated above as to why there exists no contract and hence no breach of
contract, the plaintiff is not entitled to any remedy. The same reasons will be summarised
hereunder
30. Pertinently, there is no contract between the parties as the essentials of a valid contract
are not fulfilled
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6
31. Firstly, the offer was not clear and unambiguous as required by The India Contract Act,
due to the term ‘UNTIL’ used by the defendant for limiting the period for which the offer
was open and valid.
32. In the case of Lincoln First Bank of Rochester v Healey, it was held that the term ‘until’
is ambiguous; it is capable of including or excluding the date referred to.
33. In furtherance to the same, it is also submitted that while a reference is placed on the
definition of the leading dictionary such as Webster and Oxford for the word ‘until’ they
even state that it intended to exclude the date mentioned or indicate a time period before
the specified date.
th
34. Thereby, secondly, because the offer was accepted after the offer lapsed i.e. on 5
November 2012. (through reason of falling under the exception of the applicability of the
postal rule (the exception- Where it is unreasonable to use the post as a means of
th
communication) the date of acceptance will be 5 November 2012 as the plaintiff here
was reasonably expected to communicate the acceptance through faster means due to
shortage of time.)
35. Another aspect that pertinently leads to the non-formation of the contract is revocation, as
the proposal can be revoked any time before the communication of acceptance even
within the fixed period given by the offeror for acceptance.
36. Similarly in the present case as well the revocation is communicated/served to the
plaintiff at his usual address thereby, all reasonable efforts have been made to present the
intention of revocation. Also, it is imperative to note that in the case of Tenax Steamship
Co Ltd v Brimnes, it was held that ‘Notice of revocation shall be deemed to have been
served when it reaches the offeree's address.’
37. Henceforth, it is humbly submitted that based on substantiated reasoning, the averment is
presented and proved that there lies no contract hence the question of its breach and
remedy for such breach does not arise.

"SCC Online® | The Surest Way To Legal Research." Accessed June 6, 2023.
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 MEMORANDUM ON BEHALF OF THE DEFENDANT

23

PRAYER

WHEREFORE, in light of the facts presented, issues raised, arguments advanced and authorities
cited, the Counsel on Behalf of the Defendant humbly prays before the Hon’ble Civil Court, that
it may be pleased to adjudge and declare:

1. Declare that no valid contractual relationship existed between Mohan and Sohan due to
the improper communication of the offer and acceptance, and the lack of clarity regarding
Ram's authority as Sohan's agent.
2. Affirm that the revocation of the offer by Mohan was valid and effective, as it was
communicated to Sohan before his acceptance was conveyed to Mohan.
3. Dismiss the claim of breach of contract against Mohan, as there was no enforceable
contract established between Mohan and Sohan.
4. Deny any remedy or compensation sought by Plaintiff for the alleged breach of contract.

And/Or

Pass any other Order, Direction, or Relief that it may deem fit in the best interests of
Justice, Fairness, Equity and Good Conscience.

FOR THIS ACT OF KINDNESS, THE DEFENDANT SHALL DUTY-BOUND FOREVER

PRAYS.

The Defendant.
Sd/-
..............................
(Counsel for the “Defendant”)