Drafting and review
Contracts are drafted around how the business actually operates and where it is likely to fall out. Typical documents include supply, service and distribution agreements, shareholders’ and investment agreements, loan and security documents, leases and licences, non-disclosure and employment agreements, and settlement and exit documents.
- Payment and delivery terms that can be proved later, including invoices, acceptance and interest.
- Termination, notice and cure clauses that match the commercial reality.
- Liability caps, indemnities and liquidated damages drafted as a genuine pre-estimate of loss, since courts award reasonable compensation under Section 74 of the Indian Contract Act, 1872.
- Dispute resolution — governing law, seat and venue, a tiered mediation-then-arbitration clause, or exclusive jurisdiction of Delhi courts.
- Stamping and execution so that the document is admissible when it is needed.
When the other side defaults
- Review of the record — contract, correspondence, invoices, delivery proof and account statements, against limitation (generally three years from breach).
- Notice — a precise legal notice stating the breach, the sum or performance demanded and the consequence.
- Pre-institution mediation for commercial suits that do not need urgent interim relief (Section 12A of the Commercial Courts Act, 2015).
- Suit or arbitration — a summary suit under Order XXXVII where the claim is on a written contract or for a liquidated sum, a commercial suit for damages or recovery, or arbitration where the contract so provides.
- Interim protection — injunctions, deposit or attachment where there is a real risk that the claim will be defeated.
Specific performance and damages
Since the 2018 amendment to the Specific Relief Act, 1963, specific performance is no longer a purely discretionary remedy, which strengthens a party who still wants the contract performed rather than only compensation. The right remedy depends on whether the subject matter is unique, whether time was of the essence and whether the claimant was ready and willing to perform.
Frequently asked questions
Does the contract need to be registered or stamped?
Most commercial contracts do not need registration, but they must bear the stamp duty payable under the applicable stamp law, and instruments such as certain leases and transfers of immovable property do need registration. An insufficiently stamped instrument can be inadmissible until the deficiency is cured.
How long do I have to claim for breach?
The general limitation for a suit on breach of contract is three years from the date of breach, with different periods for particular claims. Do not wait to see if the other side responds.
General information. Whether a clause is enforceable, and what remedy to pursue, depends on the agreement and the facts.