AOL COURSE OUTLINE FORMAT

SBM-NMIMS: COURSE TEACHING PLAN

Assurance of Learning AOL Specific

Course Code
Business Contracts
Course Title
Ashish Ahuja
Course Instructor/s
3
Credit Value
Programme & MBA Law Trimester I
Trimester
-
Pre-requisite

CLOs – (in bracket state the PLOs to map)

CLO 1) To understand contract law, through the exploration of essential principles of the
Indian Contract Act, 1872 (PLO 2a)

CLO 2) To identify the importance of precise and unambiguous language in commercial

Learning Objectives
contracts based on the terms used in contracts. (PLO 5a)

CLO 3) To examine common contracts used in business (PLO 2a)

CLO 4) To learn to Read, Vet and Draft contracts (PLO 6c)

1) Identify the type of contract to be entered into based on the requirements of the
business

2) Appreciate the importance of terms used in a commercial contract

Learning Outcomes
(Must be connected to 3) Gain knowledge about the process of negotiation, drafting and vetting of contracts
Learning Objectives)
4) Gain an understanding of contract law, through an exploration of the essential
principles of the Indian Contract Act

Written contracts are an integral part of the conduct of business. This course is aimed at
enabling students to understand the theoretical basis of the law of contracts and to put it
into practice. It includes aspects of business negotiations, commercial understanding,
drafting and vetting of contracts. Thereby students are equipped to understand the
content of commercial contracts and their significance. The purpose of this course is to
Course Description take the students into the depth of certain aspects of contract law and its application,
including judgments and thereby understand the real-life application of the provisions of
the Contracts Act, 1872. The course intent is also to help them understand why certain
provisions in certain specific agreements are drafted in a particular way, which would
strengthen their general contract drafting skills.

Specific 3 1.5 AOL CLO CLO CLO CLO

assessm Cred Credit Instruments 1 2 3 4
ent it (*)
Evaluation Pattern
methods
Class 20 Oral and
Participa written
tion communicatio
 n and
participation
in course
activities and
exercises
Quiz 20 Embedded 10 10
Questions
Group 20 Group 10 10
Project Project:
Report Report and
and Presentation
Presentat
ion
Final 40 Embedded 20 20
Exam Questions
Total 100 30 10 10 30

*AOL Assessment Instruments:

 Embedded Questions: Quiz, Class Test, Midterm Examination, Final Examination

 Rubrics: Case & Article Discussion, Individual Assignment Group Projects &
Viva’s, Case Problem analysis, Oral and written communication presentations, Role
Play, Group Presentation, Group Project etc.
Chapter detail Pedagogy adopted for
Topics / Sub -topics / Article Reference / Case class engagement
Sessions
Studies Learning Outcomes
session wise
Introduction – Bare Act of Indian Case Analysis
Importance and Contracts Act, 1872
relevance of business Reference reading: Gain an understanding of
contracts 1. Indian Contract & contract law, through an
Specific Relief Act, exploration of the essential
 Elements of a valid
Vol. I &II by Pollock principles of the Indian
contract- Contract Act
 Offer- invitation to & Dinshaw Fardunji
offer, revocation of Mulla, Lexis Nexis –
offers, advertisements as 2018
offers 2. Ramaswamy B S,
 Acceptance Contracts and their
Management, 5th Ed.,
LexisNexis (2016)
Cases:
1
1. Pharmaceutical Society
of Great Britain v. Boots
Cash Chemists
(Southern) Ltd., [1952]
2 QB 795
2. Dickinson v. Dodds
[1876] 2ChD 463
3. Carlill v. Carbolic
Smoke Ball Co., [1893]
1 QB 256
4. Leonard v. Pepsico, 88
F. Supp. 2d (1999)
5. Harvey v. Facey, [1893]
3 App. Cas. 459
 6. R v. Clarke (1927) 40
CLR 227 (Australia)

Elements of a valid Bare Act of Indian Case Analysis

contract (contd.) - Contracts Act, 1872
 Consideration Cases: Gain an understanding of
 Consent- Coercion, 1. M.P. Sugar Mills v. State contract law, through an
Undue influence, of U.P., AIR 1979 SC exploration of the essential
Fraud, 621[Promissory principles of the Indian
Misrepresentation, Estoppel] Contract Act
Economic Duress 2. Tweddle v Atkinson,
 Capacity to Contract- [1861] 1 B & S 393
Minor, Unsound mind [Privity of Consideration]
 Legality 3. Chikham Amiraju v.
Chikham Sesamma, 1917
41 Mad. 33
4. Subhash Chandra
Mushib v. Ganda Prasad
Mushib, AIR 1967 SC
878
5. Vokes v. Arthur Murray,
2
212 So. 2d 1906 (1968)
6. Bhagwani Bai v. LIC,
Jabalpur, AIR 1984 MP
126
7. Universe Tankships Inc
of Monrovia v
International Transport
Workers’
Federation [1982] 2 All
ER 67
8. Mohri Bibi v. Dhuromdas
Ghose, 1903 30 IA 114
9. Mathai v. Joseph Mary
(2015) 5 SCC 622
10. Niranjan Shankar
Golikari v. Century
Spinning & Manufacturing
Co. Ltd., AIR 1967 SC 1098
 Discharge of Contracts Bare Act of Indian Case Analysis
 Quasi contracts Contracts Act, 1872
 E-Contracts: Clickwrap, Cases: Gain an understanding of
Browse wrap and 1. Cutter v Powell, (1795) contract law, through an
Shrinkwrap 101 ER 573 (attempted exploration of the essential
 Smart Contracts performance) principles of the Indian
2. Taylor v. Caldwell, QB Contract Act.
3 (1863) 3 B & S: 122 ER
309 (impossibility of
performance)
3. Murlidhar Chatterjee v.
International Film Co.,
AIR 1943 PC 34
(discharge by breach)
  Time is of the essence in 1. Bestech India Pvt. Ltd. V.
contracts
 S.9 – Specific
performance of contract
 S.21 – Power to Award
Compensation
4  S.27/28 Rescission of
Contract
 S.31-33 Cancellation of
an Instrument
 2018 Amendments to
Specific Relief Act.
Case Analysis
Best on Health (2014
P&H High Court) Quiz I
Gain an understanding of
contract law, through an
exploration of the essential
principles of the Indian
Contract Act.

Relevance of various Discussion on the various

clauses in a Contract clauses of a boilerplate
• Structure of Contract: commercial contract
Naming Clause,
Recitals, Operative Quiz II
Clauses and Signature
Clauses Appreciate the importance
• Definitions of terms used in a
• Scope of the Contract commercial contract
• Obligations of the
parties
• Contractual liability
• Documentation
5-6 • Termination
• Validity
• Waiver
• IPR protection
• Force majeure
• Dispute & methods of
dispute resolution
• Jurisdiction in cases of
dispute
• Confidentiality
• Non – compete clauses
• Non-disclosure
• Novations
• Severance

LOI/ Term Sheet Activity based session

MOU Sample LOI and MOU
presented and discussed in
class
Students will be presented
with a set of facts on the
basis of which LOI will
7
have to be prepared

Gain an understanding
common commercial
contracts and to understand
their sector wise relevance.

Employment contracts 1. Drafting restrictive Discussion on contracts

8 non-compete and non- covenants employment shared with class
disclosure contracts
 contracts – Ralph Gain an understanding
Anzivino common commercial
2. Superintendence contracts and to understand
their sector wise relevance.
Company of India v.
Krishnan Murgai (1980
AIR 1717)
3. Gujarat Bottling Co. v.
The Coca Cola Co. (1995
SCC (5) 545)

Real estate contract sale Nanak Builders And Discussion on contracts

and lease of property investors Pvt. Ltd. vs. shared with class
agreements Vinod Kumar Alag [AIR
Development contracts 1991 Del 315] Gain an understanding
9
common commercial
contracts and to understand
their sector wise relevance.

IP/ licenses/ franchisee 1. Intellectual Property Discussion on contracts

contracts Rights , Research and shared with class
Derivative contracts Development Contracts
Gain an understanding
(Available: here)
10 common commercial
2. Legal Issues in contracts and to understand
Franchising in India their sector wise relevance.
(Available: here)

M&A contracts 1. Reading: M&A Discussion on contracts

shareholder agreement/ Contracts: purposes, shared with class
share transfer/ share types, regulation, and
subscription patterns of practice Gain an understanding
common commercial
11 (available: here)
contracts and to understand
2. Structure of M&A their sector wise relevance.
Contracts, Thompson and
Reuters

Negotiation of contracts 1. Negotiation: Strategies Lectures and class

What is negotiation for Mutual Gain – discussions
Strategies for negotiation Lavinia Hall
Pre and post contract Gain knowledge about the
2. Negotiation Impasses:
negotiation process of negotiation,
Types, causes and drafting and vetting of
resolutions (available: contracts
12
here)
3. Negotiation and
Drafting of contract
boilerplate – Tina L.
Stark

Negotiation of contracts Basic legal negotiation

The most important clauses activity in class
13 in a contract
Gain knowledge about the
process of negotiation,
 drafting and vetting of
contracts

Drafting of a contract 1. A Manual of style for Gain knowledge about the

Language and flow of a contract drafting – process of negotiation,
contract Kenneth A Adams drafting and vetting of
14 contracts
2. A checklist for drafting
good contracts
(available: here)
Drafting of a contract Basic legal drafting
The most important activity in class
clauses in a contract
Gain knowledge about the
15
process of negotiation,
drafting and vetting of
contracts

Vetting of contracts and Class discussions

due diligence
Basics of Vetting (What Gain knowledge about the
to process of negotiation,
add/modify/reject/accept) drafting and vetting of
Providing alternate contracts
solutions (A Clause being
16 substituted by a more
equitable clause)
Fair Drafting (A draft
being fair to both sides)
Basics of a Due Diligence
Exercise
Preparation of a Due
Diligence Report
Vetting of a contract – Workshop mode
Exercise 1 Contract vetting activity
in class

17 Gain knowledge about the

process of negotiation,
drafting and vetting of
contracts

Vetting of a contract – Workshop mode

Exercise 2 Contract vetting activity
in class

18 Gain knowledge about the

process of negotiation,
drafting and vetting of
contracts

Presentation and viva Evaluation and Feedback

of project

Gain knowledge about the

19-20
process of negotiation,
drafting and vetting of
contracts
Reading List and References
(must be comprehensive and
complete with all details.)
Reference Books:
1) Indian Contract & Specific Relief Act, Vol.I &II by Pollock & Dinshaw
Fardunji Mulla, Lexis Nexis – 2018
2) Ramaswamy B S, Contracts and their Management, 5th Ed., LexisNexis -
2016
3) Ansons Law of Contract, Oxford - 2016
4) Anderson M. and Warner V., Drafting and Negotiating Commercial
Contracts. 2nd Ed, Tottel Publishing - 2007
5) Macdonald, E. Exemption Clauses and Unfair Terms, 2nd Ed., Bloomsbury
Professional – 2006
6) Ward. E., Contract Negotiation Handbook: Getting the Most Out Of
Commercial Deals, 1st Ed., Wrightbooks – 2011
7) V.G. Ramachandran, Law of Contract in India

Prepared by Faculty Team Area & Program chairpersons

Approved by Associate Deans Approved by Dean SBM

Annexure 1

Guidelines for Submission of Detailed Project Report and Presentation

The Project Report should inter alia cover, to the extent directly and indirectly applicable to
the assigned topic, the following major points with detailed bullet points as narratives from
all legal, regulatory and commercial perspectives:
i. The importance of the topic from a global business perspective
ii. The primary area of law and the regulatory practices governing the area to which the
topic pertains
iii. Analysis of the clauses from a commercial and legal perspective.
iv. Practical difficulties in execution of such a contract
v. Cases (if any) where such contracts or part of such contracts were challenged.
vi. Landmark judgments pertaining to the area of law, if any.
vii. Impact of such a contract/ clause on other areas of practice.
viii. Any other points as relevant to the specific requirements of the assigned project.
ix. Criticism/ recommendation/ suggestion of the group with major justifications.
Guidelines for Report Submission and Presentation

1. The main report is to be prepared in minimum 2000 words. As many appendices as are
required may be added to the main report. Annexures should include print copies of
excel sheets for valuation wherever applicable.
2. The report is to be tested for plagiarism and a certificate is to be attached immediately
after the cover page and the second slide for presentation.
3. To be printed in Times New Roman with font size 12. Headings and subheadings are
to be in bold fonts.
4. The report must be submitted minimum four days before the appointed date for
presentation.
5. Power point presentation file has to be submitted one day before the appointed date for
presentation.

Assessment Rubric for Project Submission and Presentation

Excellent Satisfactory Needs

Improvement
Project Clear understanding Reasonable Vague
Report and application of understanding of understanding of
Diligence the law and related the law and related the law and related
and sectoral regulations. sectoral regulations. sectoral
application Distinctly identified Fairly well regulations. Poorly
(Out of 15 practical difficulties identified practical identified practical
marks) in the execution of difficulties in the difficulties in the
2 marks will the contract and execution of the execution of the
be deducted provided feasible contract and contract and gaps in
for late recommendations. reasonable the
submission (12-14 marks) recommendations recommendations
provided. provided.
(10-12 marks) (5-9 marks)
Presentation Clear and precise Reasonable
(Out of 5 presentation of presentation of
marks) information in a information in a
logical manner. understandable
Crux of the report format. Fair
clearly brought and explanation of the
explained. crux of the report.
(4-5 marks) (2-3 marks)