SVKM’s Narsee Monjee Institute of Management Studies

Kirit P. Mehta School of Law

Program: B.A., LL.B. (Hons.) 8101 & B.B.A., LL.B. (Hons.) 8102 Semester : III
Module: Law of Contracts II Module Code:
Teaching Scheme Evaluation Scheme
Lecture Practical Tutorial Internal Continuous Term End
(Hours (Hours (Hours Credit Assessment (ICA) Examinations (TEE)
per per per (Marks - 50) (Marks- 50
week) week) week) in Question Paper)
4 0 1 4 Marks Scaled to 50 Marks Scaled to 50
Pre-requisite: Knowledge of Law of Torts and Principles of Contract Law (Contract-I).
Objectives
1. To develop analytical thinking of the concepts of Indemnity and Guarantee.
2. To develop analytical understanding with respect to Specific contracts like contract
of Bailment, Pledge and Agency.
3. To develop analytical thinking with respect to Sale of Goods.
4. To develop analytical thinking about Partnerships as a form of business and LLP as
an emerging business model.
5. To delve into emerging issues related to smart contracts and digital platform
Outcomes:
1. To develop an understanding of the statutory provisions regarding Indemnity and
Guarantee and the difference between them (PLO 1a ,PLO 1b ,PLO 3a and PLO 3b)
2. To acquire ability to interpret various provisions pertaining to Special Contracts of
Bailment, Pledge and Agency. (PLO 2a, PLO 3a PLO 4a)
3. To gain an understanding on the statutory framework concerning a contract of Sale, its
essentials, rights and duties of buyers and sellers, conditions and warranties etc(PLO 2a,
PLO 3a and PLO 4a)
4. To evaluate and Comprehend Indian Partnership Act and Limited Liability
Partnerships and develop understanding about Partnerships as a form of business
model (PLO 1b, PLO 3a and PLO 5a , PLO 5b)
5. To critically evaluate the law and emerging issues pertaining to Smart Contracts in India
(PLO 4a, PLO 5a)
Detailed Syllabus: (per session plan)
Unit Description Duration
1. CONTRACT OF INDEMNITY: Introduction 3 Hrs
● Definition and Parties to an Indemnity Contract
● Indian law of indemnity v English law of indemnity
● Contract of insurance: Whether or not a contract of indemnity?
Basic Reading:
● Sec 124 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition, 2017)
Reference Reading:
● Adamson v Jarvis (1827)4 Bing 66
Pedagogy: Group Discussion on the differences and similarities between
contract of indemnity and insurance contract
 SVKM’s Narsee Monjee Institute of Management Studies
Kirit P. Mehta School of Law

2. CONTRACT OF INDEMNITY: Rights and Liabilities 2 Hrs

● Rights of an Indemnity Holder
● Nature and extent of liability of Indemnifier
● Recommendations of the Law Commission of India: 13 th
Report,1958, on the Indian Contract Act 1872.
Basic Reading:
● Sec 125 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
● Law Commission of India: 13th Report, 1958, on the Indian
ContractAct 1872 – September 26th 1958
Reference Reading:
● GajananMoreshwar v. Moreshwar Madan AIR 1942 Bom 302
Pedagogy: Case analysis and situation-based analysis on the extent of
the rights and liabilities of the indemnity holder and indemnifier
respectively
3. CONTRACT OF GUARANTEE- Introduction 3 Hrs
● Basic Essentials of a Valid Contract of Guarantee: Definition
and Parties to a contract of Guarantee
● Features of a Contract of Guarantee
● Difference between contract of Indemnity and contract of
Guarantee
Basic Reading:
● Sec 126,127 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● Punjab National Bank v Sri Vikram Cotton Mills AIR 1970 SC
1973
● Madan Lal Sobe v Rajasthan State Industrial Development &
Investment Corporation Ltd (2006)135 DLT 554
Pedagogy: Group discussion on the basic ingredients for a valid
contract of guarantee
4. CONTRACT OF GUARANTEE- Role of a Surety 3 Hrs
● Liability of Surety: Nature and extent
● Rights of Surety
Basic Reading:
● Sec 128,140,145 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● Amritlal GoverdhanLalan v State bank of Travancore AIR
1968 SC1432
● Central Bank of India v C.L Vimla (2015)7 SCC 337
Pedagogy: Case analysis of various rights of a surety in a contract of
guarantee
 SVKM’s Narsee Monjee Institute of Management Studies
Kirit P. Mehta School of Law

5. CONTRACT OF GUARANTEE- Discharge of Surety 3 Hrs

● Co-surety
● Discharge of Surety
Basic Reading:
● Sec 131 – 139, 142, 143, 146, 147 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● M SAnirudhan v Thomco’s bank Ltd AIR 1963 SC 746
● Kahn Singh v Tek Chand AIR 1968 J&K 93
● State Bank of Saurastra v ChitranjanRangnath Raja (1980) 4 SCC
516
Pedagogy: Case analysis on scenarios where a surety stands
discharged based on the fulfillment of conditions prescribed
6. CONTRACT OF GUARANTEE- Different Kinds 1 Hr
● Continuing Guarantee
● Bank Guarantee
Basic Reading:
● Sec 129, 130of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● Hindustan Steelworks Construction Ltd v Tarapore& Co AIR
1996SC 2268
Pedagogy: Case analysis
7. CONTRACT OF BAILMENT: Introduction 2 Hrs
● Definition and Essentials
● Parties to a contract of Bailment
Basic Reading:
● Sec 148, 149 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● New India Assurance Co Ltd v DDA AIR 1991 Delhi 298
Pedagogy: Group discussion on real life examples and their
identification ofbeing a contract of Bailment
8. CONTRACT OF BAILMENT:Duties of Bailor and Bailee 3 Hrs
● Duties of Bailee
● Duty of reasonable care
● Duty to not make unauthorized use of goods
● Duty not to mix goods
● Duty to return
● Duty to not set up jus tertii
● Duty to return increase
● Duties of Bailor
Basic Reading:
● Sec 150 -157 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● Shiv Nath Rai Dhari v UOI AIR 1963 SC 422
 SVKM’s Narsee Monjee Institute of Management Studies
Kirit P. Mehta School of Law

● Mahendra Kumar Chandulal v C.B.I AIR 1984 Guj 53

● Prakash Road Lines Ltd v Oriental Fire and General Insurance
ILR1987 KAR 3576
Pedagogy: An analysis of the illustrations appended to the sections and
application of the law to such similar circumstances
9. CONTRACT OF BAILMENT:Rights of Bailor and Bailee 3 Hrs
● Rights of Bailee
● Right to compensation
● Right to expenses or remuneration
● Right of lien: General and Particular
● Right to sue
● Rights of Bailor
Basic Reading:
● Sec 158, 164,170,171,180,181of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● Syndicate Bank v Vijay Kumar AIR 1992 SC 1066
● R D Saxena v Balram Prasad Sharma AIR 2000 SC 2912
Pedagogy: An analysis of the illustrations appended to the sections and
application of the law to such similar circumstances
10. PLEDGE 3 Hrs
● Definition and Essentials
● Parties to a contract of Pledge
● Rights of Pledgee or Pawnee
● Difference between Pledge and Hypothecation
Basic Reading:
● Sec 158, 164,170,171,180,181of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)

Reference Reading:
● MorviMerchantile Bank Ltd v UOI AIR 1965 SC 1954
● Suneel Kumar Gupta v Punjab & Sind Bank AIR 2006 UTT 26
● SBI v Manglabai G. DeshmukhAIR 2005 Bom 221
Pedagogy: Case analysis
11. CONTRACT OF AGENCY: Introduction 2 Hrs
● Definition, Meaning and Parties to a contract of Agency
● Features of Contract of Agency: Qui facit per aliumfacit per se
● Kinds of Agents
● Modes of Creation of Agency
Basic Reading:
● Sec182 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● National Textile Corporation Ltd v
NareshkumarBadrikumarJagad AIR 2012 SC 264
● Loon Karan Sohan Lal v John & Co AIR 1967 A11 308
● Lakshminarayan Ram Gopal & sons Ltd v Govt of
 SVKM’s Narsee Monjee Institute of Management Studies
Kirit P. Mehta School of Law

Hyderabad AIR 1954 SC 364

Pedagogy: Case analysis
12. CONTRACT OF AGENCY: Duties 2 Hrs
● Duties of Agent and Principal
Basic Reading:
● Sec 211 - 218of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● PannalalJankidas v Mohanlal AIR 1951 SC 144
● Sushiladevi v State of Bihar 2005 AIHC 1514
Pedagogy: Case analysis
13. CONTRACT OF AGENCY: Rights of an Agent 2 Hrs
● Rights of an Agent in a contract of Agency: remuneration,
retainer, lien, indemnity, compensation
Basic Reading:
● Sec 217 – 225 of Indian Contract Act, 1872
Reference Reading:
● Gopaldas v Thakurdas AIR 1957 MB 20
Pedagogy: Case analysis
14. CONTRACT OF AGENCY:Agent’s authority 2 Hrs
● Implied and Express Authority
● Scope and extent of Authority
● Authority in emergency
● ratification
● When Agent exceeds authority
Basic Reading:
● Sec 186 - 189, Sec 196 -200, Sec 226,227 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● State of UP v Murari Lal & Bros Ltd AIR 1971 SC 2210
Pedagogy: An analysis of the illustrations appended to the sections and
application of the law to such similar circumstances
15. CONTRACT OF AGENCY:Liability of an Agent 2 Hrs
● Personal liability of an Agent
● Misrepresentations and Frauds
● Rights and liabilities of undisclosed principal
Basic Reading:
● Sec 230 – 238 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)

Reference Reading:
● PremNath Motors Ltd v Anurag Mittal AIR 2009 SC 567
● National Textile Corpn Ltd v NareshkumarBadrikumarjagad
AIR 2012 SC 264
Pedagogy: Case analysis
 SVKM’s Narsee Monjee Institute of Management Studies
Kirit P. Mehta School of Law

16. CONTRACT OF AGENCY: Termination 3 Hrs

● Termination of Agency
● Liability to compensate in cases of revocation
● Agency in cases where Agent has an interest in subject matter
● Effect of termination
Basic Reading:
● Sec 201 -210 of Indian Contract Act, 1872
● Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
Reference Reading:
● DirghayuMahavir Diagnostic v State of Bihar AIR 2015 Pat 110
● Popular Shoe Mart v k Srinivasa Rao AIR 1990 NOC 87(AP)
Pedagogy: Case analysis
17. Sale of Goods Act, 1930 : Introduction 3 Hrs
● Contract of Sale – Definitions
● Goods
● Principle of Nemo Dat Quad Non Habet and Exceptions
● Difference between Sale and Agreement to Sell
● Contract of Sale
Basic Reading:
● Sec 1 – 10 of the Sale of Goods Act, 1930
● Avtar Singh, Principles of the Law of Sale of Goods and Hire
Purchase (Eastern Book Company, Revised by Dr. Patrukar 9th
Edition. 2021).
Reference Reading:
Commisioner of Sales Tax v M.P Electricity Board (1969)1 SCC 200
Pedagogy: Critical analysis of the concepts and the difference between
The agreement to sell and sale
18. Sale of Goods Act, 1930 : Conditions and warranties 3 Hrs
● Express
● Implied
● Caveat emptor—its exceptions and the changing dimensions
● Exclusion of implied terms (conditions and warranties)
Basic Reading:
● Sec 11 – 17 of the Sale of Goods Act, 1930
● Avtar Singh, Principles of the Law of Sale of Goods and Hire
Purchase (Eastern Book Company, Revised by Dr. Patrukar 9th
Edition. 2021).
Reference Reading:
● G Pillai v K.M Mani AIR 1984 SC 216
● Kailash Sharma v Patna Municipal Corp AIR 2009 Pat. 10
Pedagogy: Critical analysis of the concepts with
Contemporary developments in them.
 SVKM’s Narsee Monjee Institute of Management Studies
Kirit P. Mehta School of Law

19. Sale of Goods Act, 1930 3 Hrs

Performance of the contract
● Rights of an Unpaid Seller
● Suit for Breach of Contract
Basic Reading:
● Sec 31- 44, Sec 45 – 49 , Sec 55 – 61 of Sale of Goods Act, 1930
● Avtar Singh, Principles of the Law of Sale of Goods and Hire
Purchase (Eastern Book Company, Revised by Dr. Patrukar 9th
Edition. 2021).
Reference Reading:
● Antim Dubey vs The State of Madhya Pradesh
Pedagogy: Critical analysis of the concepts
20. Partnership Agreement 1 Hr
● Indian Partnership Act, 1932: Introduction
● Definition, Essentials of Partnership
● Types of Partners
Basic Reading:
● Sec 1 – 8 of Indian Partnership Act, 1932
Reference Reading:
● Cox v. Hickman(1860) 8 H.L. 268
● K. D. Kamath & Co vs C.I.T
Pedagogy: Group discussion and Case analysis
21. Partnership Agreement: Rights and Duties of Partners 2 Hrs
● General duties
● Mutual right and liabilities
● Partner as an agent of the firm
Basic Reading:
● Sec 9 – 21 of Indian Partnership Act, 1932
● Avtar Singh, The Law of Partnership—Principles, Practice and
Taxation (Eastern BookCo, 11th Edition, 2019).
Reference Reading:
● M/s Glorious Plastics Ltd v Laghate EnterprisesAIR 1993 Bom.
224
● Dena Bank v BhikhabhaiPrabhudas Parekh and Co and
others2000
(5) SCC 694
Pedagogy: Group discussion and Case analysis
22. Partnership Agreement: Minor Partners 1 Hr
 Rights of Minor
 Liability of Minor
 ‘Right to elect’: whether to continue
as partner on attaining majority
Basic Reading:
● Sec 30 of Indian Partnership Act, 1932
● Avtar Singh, The Law of Partnership—Principles, Practice and
Taxation (Eastern BookCo, 11th Edition, 2019).
Reference Reading:
● Shivagouda v ChandrakantAIR 1965 SC 212
 SVKM’s Narsee Monjee Institute of Management Studies
Kirit P. Mehta School of Law

Pedagogy: Group discussion on Minors as partners

23. Partnership Agreement: Incoming and Outgoing Partners 2 Hrs
 Retirement of a Partner
 Expulsion of a Partner
 Insolvency of the Partner
 Deceased Partner
Basic Reading:
● Sec 31 – 37 of Indian Partnership Act, 1932
● Avtar Singh, The Law of Partnership—Principles, Practice and
Taxation (Eastern BookCo, 11th Edition, 2019).
Reference Reading:
● Board Of Revenue U.P. vs Auto SalesAIR 1979 All 312
● Mohd. Laiquiddin & Anr vs Kamala Devi Misra (Dead) By Lrs. & Ors
2010
Pedagogy: Critical analysis of the concepts
24. Partnership Agreement: Registration and Non registration 1 Hr
Basic Reading:
● Sec 58 – 63 of Indian Partnership Act, 1932 - Registration of Firm
● Section 69 of Indian Partnership Act, 1932 – Effects of non-
Registration of Firm
● Avtar Singh, The Law of Partnership—Principles, Practice and
Taxation (Eastern BookCo, 11th Edition, 2019).
Reference Reading:
● Beacon Industries vs Anupam Ghosh2005 (1) ALD Cri 6
Pedagogy: Critical analysis of the concepts
25. Partnership Agreement: Dissolution of a Partnership firm 1 Hr
● Various kinds of dissolution
● Rights and Liabilities after dissolution
● Sale of goodwill after dissolution
Basic Reading:
● Sec 39 – 52 of Indian Partnership Act, 1932
● Avtar Singh, The Law of Partnership—Principles, Practice and
Taxation (Eastern BookCo, 11th Edition, 2019).
Reference Reading:
● B.K.Kapoor&Anr vs Mrs.Tajinder Kapoor &Anr
Pedagogy: Critical analysis of the concepts
26. Limited Liability Partnerships 2 Hrs
● Introduction
● Basic features of a LLP
● Incorporation of a LLP
● Extent and limitation of liability
Basic Reading:
● Sec 3,8,11, 22, 23, 26, 27, 30of the Limited Liability Partnership Act,
2008
Reference Reading:
● M/S Diamond Nation vs Deputy State Tax Commissioner on
26June, 2019
 Jayama Xavier v. Registrar of Firms (2021)
 SVKM’s Narsee Monjee Institute of Management Studies
Kirit P. Mehta School of Law

Pedagogy: Group discussion on LLP as a business model in comparison to

a partnership firm
27. Introduction to Smart Contracts 2 Hrs
Reference Reading:
● An Introduction to Smart Contracts and Their Potential and Inherent
Limitations by Stuart D. Levi and Alex B. Lipton, 2018, Harvard
Law School Forum on Corporate Governance
Pedagogy: Workshop can be conducted by an Industry expert
Total 60 Hrs
Text Books:
1. Avtar Singh: Law of Contract, (Eastern Book Co. 12th Edition,2017)
2. Avtar Singh, The Law of Partnership—Principles, Practice and Taxation (Eastern BookCo,
11th Edition, 2019).
3. Avtar Singh, Principles of the Law of Sale of Goods and Hire Purchase (Eastern Book
Company, Revised by Dr. Patrukar 9th Edition. 2021).
4. Bare Acts- Indian Contract Act, 1872, Sale of Goods Act, 1930, Indian Partnership Act, 1932
and Limited Liability Partnership Act, 2008.
Reference Readings:
1. Mulla, DF, Mulla, The Indian Contract Act, LexisNexis’ Student Series, Edited by
AnirudhWadhwa (15th Edition LexisNexis Butterworths India 2015) (Classic)
2. Pollock and Mulla, The Indian Partnership Act, GC Bharuka (8th ed) (LexisNexis
Butterworths Wadhwa , 2019
Any other information :
1. The course shall contain 15 hours of tutorials, as per tutorial guidelines.
i) 7 out of 15 hours of Tutorials to be used for ICA – Group Discussion (GD).
ii) The remaining tutorials will be used for the proposed tutorial plan.
2. Latest Updated Statutes, Act, Rules and Regulations and Case Law will be taught after discussion
In the Multi-Campus Program Coordination (MPC) Meeting.

Focu
Sr. No Topic Pedagogy
s
1 Drafting and A session on drafting of contracts and practical aspects with an CLO
Assignment assignment based on that 1,2
,3
2 Visit Visit to a Company Secretaries office for understanding the CLO
procedure of registration of Partnership and LLP and students 4
must send a report on both the topics
3 Case Study Case Study Method for evolution on types of Contract from CLO
Method Traditional contracts to Smart Contracts and report based on it 5
4 Data Empirical Data Collection to understand effectiveness of Smart CLO
Collection Contracts in Indian Scenario and a reports based on that 5
5 ICA - GD Includes Group discussion in form of Dramatization or Debate CLO
or Talking Circle 1,2,3
,4,5
 SVKM’s Narsee Monjee Institute of Management Studies
Kirit P. Mehta School of Law

Details of Internal Continuous Assessment (ICA): 50 Marks

Description of ICA Marks
Test 1 20 Marks
Quiz 10 Marks
Group Discussion 10 Marks
Class Participation 10 Marks
Total Marks : 50 Marks

Signature Signature
(Prepared by Ms. Madhura Bhangle) (Approved by Dean Dr. Durgambini Patel)
Date : 2024