MAIMS 2nd NATIONAL MOCK TRIAL COMPETITION

TEAM CODE:

CONTRACT MOOT – 1

Before

THE SUB-DIVISIONAL COURT LD. CIVIL JUDGE, JUNIOR DIVISION

CIVIL CASE NUMBER______/2023

SUIT FILED UNDER SECTION 9 OF CODE OF CIVIL PROCEDURE

IN THE MATTER BETWEEN

MR. KHARAK SINGH……………………………………………(PETITIONER)

Versus

COCKROCH (P) LTD. COMPANY……………………………………(RESPONDENT)

ON SUBMISSION TO THE SUB DIVISIONAL COURT LD CIVIL JUDGE, JUNIOR

DIVISION

MEMORIAL FOR DEFENCE

MEMORIAL FOR DEFENCE
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TABLE OF CONTENTS

Index of Abbreviations………………………………………3

Index of Authorities…………………………………………4

Statement of Jurisdiction………………………………….5

Statement of fact …………………………………………..7

Issues Raised…………………………………………………8

Summary of Arguments…………………………………… 9

Arguments Advanced…………………………………….23

Prayer of Relief ……………………………………………24

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INDEX OF ABBREVIATIONS

ABBREVIATION WORD

& And

Hon’ble Honorable

Sc Supreme court

Ltd Limited

Pvt. Private

Art. Article

S. Section

U/S Under Section

V. Versus

No. Number

Co. company

Corp. Corporation

p. Page

OR’s. Others

J. Justice

Const. Constitution of republic

INDEX OF AUTHORITIES

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CASES

1. Miles v Wakefield Metropolitan District Council (1987) .............13

2. Partridge v Crittenden (1968) .............................. 14
3. Esso Petroleum Co Ltd v Customs and Excise Commissioners (1976) ............................14
4. the Common cause vs Union of India [1999(6) SCC 667] ………. 16

STATUTES
1. The Indian contract act, 1872
2. Code of Civil Procedure, 1908

BOOKS
1. Contract book by RK Banga
2. Contract and specific relief by Avtar Singh
3. Textbook on law of contract by Dr. H.K Sahara
4. Contract law by Robert Duxbury
JOURNALS
1. http://www.indiancaselaws.org
2. http://www.judic.nic.in
3. http://www.lexisnexis.com
4. http://www.scconline.co.in

STATEMENT OF JURISDICTION

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The Plaintiff has approached this Hon'ble Court under Sec.9 of Civil Procedure
Code,1908 in form of a civil application in civil court.

Sec.9 of CPC- Courts to try all civil suits unless barred. The Courts shall (subject
to the provisions here in contained) have jurisdiction to try all Suits of a civil
nature expecting suits of which their cognizance is either expressly or impliedly
barred.

Explanation 1 - As suit in which the right to property or to an office is contested is

a suit of a civil nature, notwithstanding that such right may depend entirely on the
decision of questions to religious rites or ceremonies.

Explanation 2 - For the purpose of this section, it is immaterial whether or not any
fees are attached to the office referred to in Explanation 1 or whether or not such
office is attached to a particular place.

STATEMENT OF FACTS

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1. The Cockroach (P) Ltd., a pharmaceutical Delhi based company, made a multivitamin
capsule called the "Maggots-M".

2. The company claimed that the production of such capsules is purely for the overall
health, wellbeing and vitality of men, and therefore, these capsules are one of the best
diet health supplements as these capsules are very effective and a unique blend of
ginseng, vitamins and minerals.

3. The Cockroach (P) Ltd. published advertisements in the reputed newspapers and other
media channels on December 01, 2013, claiming the number of benefits for the
consumption of "Maggots-M" capsules such as a diet health supplement for men; a
unique combination of minerals, vitamins and ginseng; Provides energy and fights
against tiredness; Perfect for overall health and vitality; Enhances quality of life; Helps to
boost immunity; Strengthens and rejuvenates body organs; Enhances mental and physical
health; Helps to stay fit and active throughout the day.

4. Contracts with the increasing fatigue, weakness or any disease caused by taking multi-
vitamins "Maggots-M" capsules, after having used one capsule a day, according to the
printed directions supplied with the pack of 10, 30 and 60 capsules whose expiry period
will be of 5 years from the date of manufacturing. The statement regarding award of
Rs.50,000/- was printed on each pack of 10, 30 and 60 capsules."

5. During the period of 2014-15, people consumed thousands of "Maggots" multi-vitamin

capsules as preventive against body weakness; fatigue or any other disease due to
deficiency of any vitamin in the body and in no ascertained case any adverse effect was
found by those using these capsules.

6. Mr. Kharak Singh, aged 15 years, suffered from malnutrition; chronic fatigue syndrome
and vitamin deficiency that led to muscle weakness in the entire body system.

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7. He started consuming one capsule a day as per the instructions mentioned in each pack.
He consumed the entire capsules as per the instructions mentioned by the company for
nearly 10 months but after a week, he found that his body is heavily relying on these
capsules.

8. Mr. Kharak Singh after having been firmly believed that his body cannot smoothly work
without consuming these capsules and his body developed an addiction for such capsules,
he felt himself cheated by the company as he again cannot afford such a high price multi-
vitamin capsule. He, therefore, claimed Rs.50,000/- and other form of damages from the
Cockroach (P) Ltd. The company bluntly ignored the claim of Mr. Kharak Singh.

9. Mr. Kharak Singh now brought a claim to the court of law for seeking justice.

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ISSUES RAISED

ISSUE 1
1. WHETHER THE OFFER GIVEN BY DEFENDANT AND ACCCEPTENCE
COMMUNICATED BY THE PLANTIFF WERE VALID AS PER INDIAN
CONTRACT ACT, 1872?
ISSUE 2
2. WHETHER THE REVOCATION OF OFFER DONE BY THE DEFENDANT WAS AS
PER THR PROVISIONS OF INDIAN CONTRACT ACT, 1872?

ISSUE 3
3. WHETHER THERE WAS A CONTRACT FORMED BETWEEN THE PLAINTIFF
AND THE DEFENDANT AND WHETHER IT WAS BREACHED?

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SUMMARY OF ARGUMENTS

1. WHETHER THE OFFER GIVEN BY DEFENDANT AND ACCCEPTENCE

COMMUNICATED BY THE PLANTIFF WERE VALID AS PER INDIAN
CONTRACT ACT, 1872?
It is Humbly submitted before the honorable court that although the offer was valid, but
the communication of exception was not.

2. WHETHER THE PLAINTIFF IS ENTILED FOR THE DAMAGES AS

MENTIONED IN THE CASE AS PER THR PROVISIONS OF INDIAN
CONTRACT ACT, 1872?
It is humbly submitted before the honorable court that the plaintiff is not entitled for the
damages

3. WHETHER THERE WAS A CONTRACT FORMED BETWEEN THE PLAINTIFF

AND THE DEFENDANT AND WHETHER IT WAS BREACHED?
It is humbly submitted before the honorable court that there is no breach of contract on the
behalf of defendant as the letter of revocation has reached the petitioner before the letter of
acceptance came into knowledge of response so that contract was no preacher.

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ARGUMENTS ADVANCED

1.WHETHER THE OFFER GIVEN BY DEFENDANT AND ACCEPTANCE

COMMUNICATED BY THE PLAINTIFF WERE VALID AS PER INDIAN CONTRACT
ACT, 1872?
It is humbly submitted before the Hon'ble Court that the offer given by the defendant is valid
offer under sec. 2(a) of The Indian Contract Act, 1872 but the acceptance is not valid offer u's
2(b) of Indian Contract Act.
The Indian Contract Act, 1872 prescribes the law relating to contracts in India and is the key act
regulating Indian contract law. The Act is based on the principles of English Common Law. It is
applicable to all the states of India. It determines the circumstances in which promises made by
the parties to a contract shall be legally binding. Under Section 2(h), the Indian Contract Act
defines a contract as an agreement which is enforceable by law.
Sec 2(a) of Indian Contract Act, 1872 defines an offer as, "a proposal made by one person to
another to do an act or abstain from doing it." The person who makes the offer is known as the
promisor or offeror or and the person to whom an offer is made is known as the promise or the
offeree.
Determination of an Offer (Test of an offer) -
Every proposal made by an offeror is not legally regarded as an offer. Three tests are applied to
determine whether or not an offer has actually been made:
1. Does it create a legal relationship?
It is essential for a valid proposal that it must be made with the intention of creating a legal
relationship otherwise it will only be an invitation. A social invitation may not create a social
relationship. An offer must lead to a contract which creates legal obligations and legal
consequences in the case of non-performance of the contract. The legal relationship between
parties begins with the intention to create legal relations. In this case, Cockroach (P) Ltd.
demonstrated its intention through the advertisement, which, by offering a substantial reward,
indicated a serious commitment that would be legally binding if the conditions were met. In the
case of Mr. Kharak Singh and Cockroach (P) Ltd., the offer and acceptance, as manifested in the

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advertisement promising a reward for using "Maggots-M" capsules and Mr. Kharak Singh's
continuous use of the capsules, indicate the creation of a legal relationship

2. Are terms of offer clear and definite?

Knowledge of the Intention of the parties is very essential as without this the courts will not be
able to decide what the parties want to do. Therefore, the terms of the offer must be clear and
definite and not vague and loose. An offer is a proposal made by one party indicating a
willingness to enter into a contract on certain terms. In this case, Cockroach (P) Ltd. made an
offer through its advertisement, which promised a reward of Rs.50,000. The offer was directed at
individuals experiencing fatigue, weakness, or disease due to the "Maggots-M" capsules. Section
2(a) of the Indian Contract Act defines an offer as a proposal made with the intention of being
accepted.

3. Whether the offer is communicated or not?

Communication or expression of the willingness by the offeror to enter into a contract or abstain
from doing so is essential for a valid offer. Mere desire or willingness to do or not to do
something is not enough and will not constitute for an offer. Acceptance is the unequivocal
expression of agreement to the terms of the offer. Mr. Kharak Singh accepted the offer made by
Cockroach (P) Ltd. by purchasing and continuously using the "Maggots-M" capsules as per the
advertised conditions. His actions demonstrated his willingness to be bound by the terms set
forth in the advertisement.

Section 10 of the Indian Contract Act deals with the concept of acceptance. In the case of
unilateral contracts, such as the one implied by the advertisement, performance of the specified
act (here, using the capsules as directed) is treated as acceptance. The communication of
acceptance is completed through the act itself. The offer was made to the public at large, and Mr.
Kharak Singh accepted it by performing the required act without the need for direct
communication.

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Sec.2(b) of Indian Contract Act states "When the person to whom the proposal is made signifies
his assent thereto, the proposal is said to be accepted, proposal when accepted becomes a
promise" Thus, acceptance of the offer must be absolute and unqualified. It cannot be condition.
And in the given case offer was made through the advertisement's promise of a reward, and Mr.
Kharak Singh accepted this offer by performing the specified act. Sections 2(a) and 10 of the
Indian Contract Act establish the foundational concepts of offer and acceptance, crucial in
determining the existence and validity of the contract in this case.

Sec.4 of The Indian Contract Act: - Communication of Acceptance The communication of an

acceptance is complete: -

(I) as against the proposer, when it is put in the course of transmission to him, so as to be out of
the power of the acceptor, and

(ii) as against the acceptor, when it comes to the knowledge of the offeror

Section 7 - Acceptance Must Be Absolute:

 For acceptance to be valid, it must be absolute and unqualified.

 The acceptance must be in conformity with the terms of the proposal; any variance might
amount to a counter-proposal, not an acceptance.

Section 8 - Acceptance Must Be Communicated:

 Acceptance must be communicated for it to be valid unless the proposer prescribes the
mode of communication.

 Silence cannot be construed as acceptance unless prescribed by the proposer or the

subject matter indicates such an intention.

Section 9 - Promises, Express and Implied:

 In case the communication of acceptance is to be made by an act, it is important that the

act is performed according to the terms of the proposal, to constitute a valid acceptance.

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Section 23 - Consideration an Essential Element:

 For an agreement to be enforceable by law, it must be supported by some form of

consideration.

In the case, the plaintiff’s actions did not adhere to the precise process or steps specified in the
offer to claim the reward. As per Section 7, any deviation from the terms specified in the
proposal could potentially amount to a counter-proposal, rather than a valid acceptance.
Furthermore, Section 9 emphasizes the necessity for the act constituting acceptance to align with
the terms of the proposal. If the plaintiff’s actions did not strictly adhere to the outlined
procedures or if there were specific steps mentioned in the offer for claiming the reward, the
defendant might assert that these were not duly followed, rendering the acceptance invalid.

In the case of Miles v Wakefield Metropolitan District Council (1987) , the issue cantered on the
enforceability of an exemption clause within a contract. Mr. Miles was a council tenant, and after
an accident where he fell down a staircase, he sought damages for his injuries. The stairs were
poorly lit, and there was no handrail in place. The council had included an exemption clause in
their tenancy agreement, which attempted to limit their liability for certain types of damages.
Specifically, it excluded liability for personal injury arising from defects within common areas of
the building. When considering this case, the relevance lies in understanding the enforceability
of exemption clauses, particularly in the realm of consumer contracts. If the company in the
"Maggots-M" scenario attempts to rely on disclaimers or exemption clauses within their
advertisement, the precedent set by the Miles case could be referenced in discussions about the
validity and enforceability of such clauses.

The court in Miles v Wakefield Metropolitan District Council determined that the exemption
clause was unenforceable due to several reasons:

1. Unfair Contract Terms Act 1977: This Act regulates contracts by setting guidelines for
exclusion clauses, particularly where one party has significantly more bargaining power.
The court found that the exemption clause in the tenancy agreement attempted to exclude

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liability for personal injury that was clearly a fundamental right and could not be
contracted out.

2. Test: Under the Unfair Contract Terms Act, exemption clauses must be reasonable. The
court examined whether the clause was fair, just, and reasonable. They held that the
exemption clause was unfair, as it sought to absolve the council from liability for
essential safety aspects of the property.

The Miles case could be cited to argue against the enforceability of such clauses. If the
advertisement disclaimers are deemed unreasonable or if they attempt to exclude liability for
essential aspects of health or safety, they might be considered unenforceable in the context of a
contract formed through the advertisement.

In Partridge v Crittenden (1968), Mr. Partridge placed an advertisement offering "Bramble finch
cocks and hens for sale." He was charged with illegally offering wild birds for sale. The court
ruled that the advertisement was an invitation to treat rather than a specific offer for sale. This
meant that a customer's attempt to purchase the birds was considered their offer, and the seller's
acceptance of that offer formed the contract. The advertisement for the "Maggots-M" capsules
was an invitation to treat rather than a specific offer, the following points prove the statement:

Nature of Advertisement: The advertisement was not a direct offer but rather an invitation for
customers to make an offer to purchase the capsules. They might claim that their advertisement
was more akin to an invitation to negotiate or make an offer, rather than a unilateral offer.

1. Intention to Treat: the language and context of company’s advertisement were not
definitive enough to constitute a firm offer. The advertisement was portrayed as an invitation
for customers to consider purchasing the capsules, leaving the actual offer and acceptance to
occur when a customer attempts to buy the product.

2. Offer by Customer: a customer, Mr. Singh, attempted to purchase the capsules, it

constituted an offer on the customer's part. The company's fulfilment of the purchase by
selling the capsules could then be seen as acceptance, forming the contract.

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So, it is humbly submitted to the court that the company didn't directly offer to sell the capsules
but rather invited customers to make an offer to buy them, with the company subsequently
accepting those offers.

Esso Petroleum Co Ltd v Customs and Excise Commissioners (1976) is a case that involved
estoppel, a legal principle preventing a party from denying a fact that has already been settled,
especially if that denial would cause injustice to another party.

The company had previously made statements in their advertisements and other materials that
led Mr. Singh to reasonably believe in the effectiveness and necessity of the capsules, it could be
argued that they are estopped from denying the truth of these statements in subsequent actions or
disputes.

1. Representation by the Company: The company made specific representations about the
effectiveness and necessity of the capsules in their advertisements. These representations
led Mr. Singh, and potentially other consumers, to believe in the product's benefits as
stated.

2. Reliance by Mr. Singh: relying on these representations, purchased and consumed the
capsules, believing in the promised benefits. This reliance was reasonable, given the
explicit claims made by the company in their advertisements.

3. Detrimental Reliance: Mr. Singh's reliance on these statements resulted in his continued
consumption and eventual reliance on the capsules for his well-being. The sudden
increase in price and subsequent inability to afford the product caused him detriment,
impacting his health and well-being.

4. Estoppel as a Défense: Based on the principle of estoppel, the defence contend that due
to the representations made by the company and Mr. Singh's justifiable reliance on these
statements, the company should be estopped from denying the truth of these claims.
Denying the efficacy and necessity of the capsules, after inducing reliance through their
prior representations, would result in injustice to Mr. Singh.

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The council humbly submits that the company's prior representations in their advertisements
created a reasonable belief in the product's benefits, which Mr. Singh relied upon to his
detriment. Estoppel, in this context, would prevent the company from denying the truth of these
representations in any subsequent actions or disputes related to the efficacy and necessity of the
capsules. Hence, acceptance is not valid as per Indian contract act, 1872.

2.WHETHER THE PLAINTIFF IS ENTITLED FOR THE DAMAGES AS

MENTIONED IN THE CASE.

The respondent humbly summits that it is clear from the discussion of issue no.1 that there is not
valid contract formed between plaintiff and respondent. So, the company is not liable to pay
damages.

 There are several remedies for breach of contract, such as award of damages, specific
performance research and restitution in courts of limited jurisdiction. The May remedy is
an award of damages
 The term “Damages” is not defined in the Indian Contract Act. 1872. However, in
common parallels, it means an award of money to be paid by a defaulting party to
unknown defaulting party as a compensation for loss or injury cased on count of the
defaulting parties preach of the terms and conditions of contract.

In a leading case:

In the Common cause vs Union of India [1999(6) SCC 667], The Supreme Court extracted the
definition of the word damages as propounded by MC Gregor at Para 127 as follows:

“Damages are the pecuniary compensation obtainable by success in an action for a wrong which
is either a taught or a breach of contract The compensation being in the form of a lamp sum
which is awarded unconditionally”.

Types of damages:

1. Compensatory Damages:

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 General Damages: These are non-monetary losses that are difficult to quantify
precisely, such as pain and suffering, emotional distress, or loss of consortium.

 Special Damages: These are quantifiable monetary losses that can be specifically
calculated, such as medical expenses, property damage, or lost wages.

2. Punitive Damages:

 Awarded to punish the wrongdoer rather than compensate the victim.

 Generally awarded in cases of intentional misconduct or gross negligence.

 The aim is to deter the defendant and others from similar conduct.

3. Nominal Damages:

 A small amount awarded when a legal wrong has occurred, but there is no
substantial injury or financial loss.

 Symbolic in nature, acknowledging a violation of rights.

4. Liquidated Damages:

 Pre-determined or stipulated damages agreed upon by the parties in a contract.

 Specified in advance to provide certainty in cases of breach.

5. Compensatory Damages:

 Also known as "consequential" or "special" damages.

 Arise indirectly from the defendant's actions and are not the direct result of the
wrongful act.

6. Restitutionary Damages:

 Aimed at restoring the unjust enrichment gained by the defendant at the expense
of the plaintiff.

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 Focuses on restoring the plaintiff to the position they were in before the unjust
enrichment occurred.

7. Statutory Damages:

 Damages set by statute, often in intellectual property or consumer protection laws.

 Provide a predetermined amount per violation, regardless of the actual harm

suffered.

These are the following arguments, relying on specific sections of the Indian Contract Act, 1872.
To build a robust defense against the plaintiff's claim for damages,

1. Compliance with Representations (Section 18 and 19):

Argument: The defendant argue that the representations made in the advertisements about the
"Maggots-M" capsules were not false. Section 18 and 19 of the Indian Contract Act deal with the
concept of misrepresentation. the capsules contain the claimed blend of ginseng, vitamins, and
minerals, and were produced for overall health and vitality, the plaintiff's claim of false
representation should be refuted.

2. Disclaimer and Exclusion Clauses (Section 62):

Argument: The defence rely on Section 62 of the Indian Contract Act, which deals with the
principles of performance of reciprocal promises. the company included a disclaimer or
exclusion clause on the product packaging, stating that individual reactions may vary and the
company is not responsible for dependency issues, the defence humbly submits that the plaintiff
had agreed to such terms, and the company is not liable for the alleged damages.

3. No Adverse Effects on General Consumers (Section 15):

Argument: The defence argue that during the period of 2014-15, thousands of consumers used
the "Maggots-M" capsules without reporting adverse effects. Section 15 of the Indian Contract
Act highlights that a contract is not voidable merely because it was caused by a mistake as to any

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law in force in India. Hence, lack of adverse effects in the general population supports the safety
and efficacy of the product.

4. Contributory Negligence (Section 73):

Argument: If the plaintiff continued to consume the capsules for an extended period despite
experiencing issues, there is contributory negligence on the part of plaintiff. Section 73 of the
Indian Contract Act allows for the reduction of damages if the plaintiff's actions contributed to
the loss. If Mr. Singh continued to consume the capsules despite adverse effects, the defence may
assert that he was negligent in not discontinuing usage.

5. Absence of Foreseeability (Section 73):

Section 73 of the Indian Contract Act, 1872, deals with the measure of damages in the case of
breach of contract. It states:

"When a contract has been broken, the party who suffers by such breach is entitled to receive,
from the party who has broken the contract, compensation for any loss or damage caused to him
thereby, which naturally arose in the usual course of things from such breach, or which the
parties knew, when they made the contract, to be likely to result from the breach of it."

Argument: The defence humbly submits that the damages suffered by Mr. Kharak Singh,
including alleged dependency and distress, were not foreseeable consequences of using the
"Maggots-M" capsules as directed.

the defense, by invoking Section 73, aims to establish that the damages suffered by the plaintiff
were not foreseeable based on the information available at the time of entering into the contract.
This argument seeks to mitigate the extent of compensation payable by asserting that the
consequences were beyond what the parties could have reasonably anticipated.

6. Good Faith in Advertising [Section 16(1)]:

The defence assert that the company marketed the product in good faith, believing in the health
benefits without foreseeing extreme dependencies. Section 16(1) of the Indian Contract Act

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acknowledges that mistakes as to any law in force in India do not make a contract voidable. the
company genuinely believed in the product's benefits.

So, the council humbly submits that the plaintiff is not entitled for damages as mentioned
in the case.

3. WHETHER THERE WAS A CONTRACT FORMED BETWEEN THE PLAINTIFF AND

THE DEFENDANT AND WHETHER IT WAS BREACHED?

It is humbly submitted before the Hon'ble Court that there was no breach of Contract on behalf
of defendant as it is not a valid contract as per the provisions of The Indian Contract Act, 1872.

VALID CONTRACT

A contract is an agreement made between two or more parties which the law will enforce.
Sec2(h) defines contract as an agreement enforceable by law". Basically, a contract unfolds when
an offer by one party is accepted by the other party. The accepted offer should be without any
qualification and be definite. An offer needs to be clear, definite, complete and final. It should be
communicated to the offeree. A proposal when accepted becomes a promise or agreement. the
offer and acceptance must be 'consensus ad idem' which means that both the parties must agree
on the same thing in the same sense i.e., identity of wills or uniformity of minds.

It is humbly submitted before the Hon'ble court that there was no contract established as because
the communication made by the offeree or petitioner was not completed.

Absence of a Valid Contract:

Argument: The defendant contends that there was no valid contract formed between the plaintiff
and the defendant. The foundation of this argument lies in the absence of essential elements
required for a contract to be legally binding.

Legal Terms:

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1. Offer (Section 2(a)):

 An offer, according to Section 2(a) of the Indian Contract Act, is a proposal made
by one party to another with the intention of obtaining the assent of that other
party to enter into a contract.

 Argument Point: The defence may scrutinize whether there was a clear and
unequivocal offer made by the defendant. If there is ambiguity or if the
communication does not meet the criteria of a legal offer, it raises doubts about
the formation of a contract.

2. Acceptance (Section 2(b)):

 Acceptance, as defined in Section 2(b) of the Indian Contract Act, is when the
person to whom the proposal is made signifies his assent, and when accepted, it
becomes a promise.

 Argument Point: The defence may question whether the plaintiff's actions or
communication unequivocally signified assent to the terms offered by the
defendant. If acceptance is not clearly established, it raises doubts about the
mutual agreement required for a valid contract.

3. Consideration (Section 2(d)):

 Consideration, under Section 2(d), is the price paid by one party for the promise
of the other. It is an essential element for the validity of a contract.

 Argument Point: The defence may examine whether there was a tangible benefit
or detriment exchanged between the parties. If the consideration is missing or
unclear, it weakens the contract's validity.

4. Intention to Create Legal Relations (Section 10):

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 The intention to create legal relations is a crucial aspect mentioned in Section 10

of the Indian Contract Act. Parties must intend their agreement to be legally
binding.

 Argument Point: The defence may question whether there was a genuine
intention by both parties to be legally bound by the terms of their agreement. If
there is evidence suggesting a lack of such intention, it raises doubts about the
contract's legal enforceability.

Conclusion:

In conclusion, the defence’s argument centres on the absence of a valid contract due to potential
deficiencies in the offer, acceptance, consideration, or the intention to create legal relations. By
challenging these essential elements, the defence aims to cast doubt on the formation of a legally
binding contract between the plaintiff and the defendant.

Essentials of a valid contract with respect to case:

1. Ambiguity in Contract Formation:

Definition: Ambiguity refers to a lack of clarity or precision in language, making the meaning of
terms uncertain or open to multiple interpretations.

2. Importance of Clear Terms and Conditions:

 A fundamental principle of contract law is the requirement for clear and unequivocal
terms in the formation of a contract. The terms and conditions of a contract serve as the
foundation, outlining the rights and obligations of each party.

3. Challenging the Existence of a Valid Contract:

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 The defence contends that there was ambiguity in the terms and conditions, it challenges
the very formation of a valid contract. A valid contract requires a meeting of the minds
with a clear understanding of the rights and responsibilities of both parties.

4. Requirement for Mutual Assent:

 Contract formation involves an offer by one party and an acceptance by the other,
resulting in mutual assent. If the terms are ambiguous, it raises doubts about whether both
parties truly understood and agreed to the same set of conditions.

5. Communication of Essential Terms:

 For a contract to be enforceable, essential terms must be communicated effectively. This

includes details such as the price, quantity, and nature of the goods or services.
Ambiguity in these critical aspects may render the contract void or unenforceable.

6. Potential for Disputes:

 Ambiguous terms can lead to disagreements and disputes between the parties, as each
may interpret the terms differently. This lack of clarity may result in confusion regarding
contractual performance and obligations.

7. Legal Implications:

 The defence, by highlighting ambiguity, aims to question whether a legally binding

contract was ever formed. If the terms were not sufficiently clear, it raises doubts about
the enforceability of any alleged contractual obligations.

It is humbly submitted to the court that the burden of proving the existence of a valid and
clear contract rests with the plaintiff. the plaintiff fails to demonstrate the clarity of terms, it
weakens their position in asserting a breach of contract.

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PRAYER FOR RELIEF

WHEREFORE IN THE LIGHT OF FACTS STATED, ISSUES RAISED, ARGUMENTS

ADVANCED, REASONS GIVEN AND AUTHORITIES CITED, THIS HONOURABLE
COURT MAY BE PLEASED:

TO REJECT THE APPLICATION OF THE PETITION FILED BY THE PETITIONER

AS THERE WAS NO BREACH OF CONTRACT.

AND/OR

PASS ORDER, DIRECTION, OR RELIEF THAT MAY DEEM FIT IN THE INTERESTS OF
JUSTICE, FAIRNESS, EQUITY AND GOOD CONSCIENCE. FOR WHICH, THE COUNSEL
SHALL FOREVER PRAY

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 MEMORIAL FOR DEFENCE

COUNSEL FOR THE RESPONDENT

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