ALLIANCE SCHOOL OF LAW

GENERAL PRINCIPLES OF CONTRACT MOOT MEMORIAL

Submitted by:
KondalaPhanipriya (PROV/BBALLB/7/060)
orator 1: addressed issue 1,2 and helped in finding
relevant case laws for issues
Inturu Thai Sahiti Mala(PROV/BBALLB7/23/079)
orator 2: addressed issue 3 and prayer and helped in
finding relevant sections

Disha K M (PROV/BBALLB/7/23/021)
Researcher: collected, organized and interpreted data
to explore issues

Submitted to :
Prof. Ritika Bahl
Course: BBA LLB (A section)
Batch: 2023-28

Memorandum On Behalf of Defendant 1 | Page

 MOOT COURT,2023

BEFORE THE HON’BLE CIVIL COURT OF BENGALURU

IN THE MATTER OF

Ready and Go Furniture ........................................................... Plaintiff

v.
Ms.Moraine Sedai........................................................................ Defendant

ON SUBMISSION TO HON’BLE CIVIL COURT OF BENGALURU

UNDER SECTION 9 OF CIVIL PROCEDURAL CODE OF INDIA

WRITTEN SUBMISSIONS ON BEHALF OF THE DEFENDANT

COUNSEL ON BEHALF OF THE DEFENDANT

Memorandum On Behalf of Defendant 2 | Page

 TABLE OF CONTENTS

1. LIST OF ABBREVIATIONS ......................................................... 4

2. INDEX OF AUTHORITIES ......................................................... 5
3. STATEMENT OF JURISDICTION .................................... 6
4. STATEMENT OF FACTS .................................................. 7
5. STATEMENT OF ISSUES ................................................... 9
6. SUMMARY OF ARGUMENTS .....................................................10
7. ARGUMENTS ADVANCED ............................................... 11
8. PRAYER ............................................................................... 14

Memorandum On Behalf of Defendant 3 | Page

 LIST OF ABBREVIATIONS

Abbreviations Full forms

s. section
ICA Indian Contract Act
SC Supreme Court
SRA Specific Relief Act
AIR All India Report
Hon’ble Honourable
Co. Company
Ltd. Limited
UOI Union of India
Or’s. Others
No. Number
i.e., That is
& And
v./vs/V. Versus
u/s Under section
u/cl Under clause
u/r Under rule

Memorandum On Behalf of Defendant 4 | Page

 INDEX OF AUTHORITIES

STATUTES

 The Constitution of India

 The Indian Contract Act
 The Civil Procedure Code, 1908
 The Specific Relief Act ,1963

Books
 AVTAR SINGH, CONTRACT & SPECIFIC RELIEF, Eastern Book Company (13th
Edition)
 CODE OF CIVIL PROCEDURE, Professional Book Publishers (2012)
 BARE ACT OF THE INDIAN CONTRACT ACT, 1872(2023)
Websites
1. "Manupatra - An Online Database for Legal Research." https://www.manupatrafast.com/.
2. Indian Kanoon, https://indiankanoon.org/.
3. "SCC Online® | The Surest Way To Legal Research." https://www.scconline.com/.
4. "Oxford Learner's Dictionaries | Find definitions, translations, and .... "
https://www.oxfordlearnersdictionaries.com/.
5. "LiveLaw." https://www.livelaw.in/.

List of cases

Sr. No. Name of the Case Citation

1 Bhagwandas Goverdhandas Kedia v. Girdharilal 1966 AIR 543, 1966 SCR (1)
656
Parshottamdas & Co
2 Tekanpur Sugar Works Ltd. v. Ram Saran Lal 1961 AIR 1747, 1962 SCR (2)
474
3 Niranjan Shankar Golikari v. Century Spinning 1967 AIR 1098, 1967 SCR (2)
and Manufacturing Co. Ltd. 378
4 Rama Narang v. Ramesh Narang. 1995 SCC (2) 513, JT 1995
(1) 515
5 Satya Jain v. Anis Ahmed Rushdie (2013) 8 SCC 131

Memorandum On Behalf of Defendant 5 | Page

 STATEMENT OF JURISDICTION

The Counsel for The Defendant Submits to The Jurisdiction of This Hon’ble Civil Court
of Bangalore Under Section 9 Of Civil Procedure Code of India.
The counsel of defendant recognizes the court’s competence and willing engages in legal
proceedings within the specified legal framework, ensuring a fair and lawful resolution
to the case of hand.
The given memorial contains the facts, contentions, and arguments of the present case.

Memorandum On Behalf of Defendant 6 | Page

 STATEMENTS OF FACTS

Introduction of the Parties

The parties involved in the present case are Ready and Go Furniture(plaintiff) & Ms. Moraine
Sedai(defendant)

Facts:

1. Ms. Moraine Sedai was a freelance interior designer based in Bangalore. In August 2022, she
applied for the post of Interior Design Manager at ‘Ready and Go Furniture’, a furniture
manufacturing and selling group in Bangalore. Ms. Moraine was called for a personal interview
on 18th August 2022 and thereafter an offer letter was sent via email to Ms. Moraine.

2. The letter stated “We are pleased to offer you an appointment as Interior Design Manager, at
‘Ready and Go Furniture’ on the terms and conditions as stated in the attached Employment
Agreement. Please indicate your acceptance of this offer by signing and dating the enclosed
copy of the Employment Agreement and returning it to the undersigned.”

3. The relevant provisions of the Employment Agreement are provided below

I. I shall join for duty from September 01, 2022 and my period of employment shall be
for a period of one year and shall be further renewable by mutual consent, subject to
satisfactory performance.
II. I agree that during the period of my employment I shall not participate, directly or
indirectly, in any capacity, in any business or activity that is in competition with ‘Ready
and Go Furniture’.
III. I agree that either party to this agreement may terminate this agreement without giving
any reason after providing one month’s notice or salary in lieu of one month.

4. Ms. Moraine did not sign the Employment Agreement but instead informed the HR Manager
of ‘Ready and Go Furniture’ of her intention to accept the offer verbally.

5. She started working for ‘Ready and Go Furniture’ on September 1, 2022.

6. On October 30, 2022, the Managing Director, Mr. Tijori Randhawa, sent a letter to Ms.
Moraine, accusing her of providing interior design services to her earlier clients while
employed at ‘Ready and Go Furniture, which he considered a breach of her employment terms.

Memorandum On Behalf of Defendant 7 | Page

7. On October 31, 2022, Ms. Moraine replied, stating she was unable to stop rendering services
to her long-standing clients and decided to resign immediately. She offered to forfeit her salary
for October in lieu of the notice period required by the agreement.

8. ‘Ready and Go Furniture’ filed a lawsuit against Ms. Moraine, seeking an injunction to stop
her from providing services to her previous clients and specific performance of the
Employment Agreement.

9. Ms. Moraine argued that the agreement was not validly enforceable due to the absence of a
signed contract and that the non-compete clause constituted an unreasonable restraint of trade.

Memorandum On Behalf of Defendant 8 | Page

 STATEMENTS OF ISSUES
The following questions are presented before the hon’ble court in this instant
matter

ISSUE 1

WHETHER THE EMPLOYMENT AGREEMENT IS VALID AND ENFORCEABLE

BETWEEN BOTH THE PARTIES?

ISSUE 2

WHETHER THE RESTRICTION ON PROVIDING SERVICES TO EARLIER

CLIENTS (NON- COMPETE CLAUSE) IS VALID OR NOT?

ISSUE 3

WHETHER THE TERMINATION OF AGREEMENT IS POSSIBLE OR NOT?

Memorandum On Behalf of Defendant 9 | Page

 SUMMARY OF ARGUMENTS

ISSUE 1: WHETHER THE EMPLOYMENT AGREEMENT IS VALID AND

ENFORCEABLE BETWEEN BOTH THE PARTIES?

The counsel humbly states before the Hon’ble Civil Court of Bangalore that the agreement
between the two parties is not valid and enforceable as the agreement was never signed by Ms.
Moraine as per the conditions mentioned in the mail. So, there is legal binding between both
parties. Also the offer letter and terms were not clear and explicit, under section 10 of ICA
consensus ad idem is missing, where it expresses the absence of mutual consent due to the lack
of signed agreement.

ISSUE 2: WHETHER THE RESTRICTION ON PROVIDING SERVICES TO

EARLIER CLIENTS (NON- COMPETE CLAUSE) IS VALID OR NOT?

The counsel humbly states before the Hon’ble Civil Court of Bangalore that the non-compete
clause in the employment agreement is not valid and enforceable under applicable laws and
regulations as it is not reasonable and not reaching all conditions. So, under section 27 of ICA,
the terms of the agreement constituted a restraint in trade.

ISSUE 3: WHETHER THE TERMINATION OF AGREEMENT IS POSSIBLE OR

NOT?

The counsel humbly states before the Hon’ble Civil Court of Bangalore that under section 9 of
employment agreement Ms. Moraine Sedai has choice terminate this agreement without any
reason after providing one month’s notice or salary in lieu of one month. So, Ready and Go
Furniture is not entitled to seek the Court order for fulfilling terms by Ms. Morine by making
her work for the remaining 9 months.

Memorandum On Behalf of Defendant 10 | Page

 ARGUMENTS ADVANCED

ISSUE 1: WHETHER THE EMPLOYMENT AGREEMENT IS VALID AND

ENFORCEABLE BETWEEN BOTH THE PARTIES?

According to s.2(h)1of ICA, an agreement enforceable by law is a Contract. And s.7(2) 2 of

ICA specifies the requirement for acceptance to be made in a prescribed manner. In this case
the mail sent to Ms. Morine clearly mentioned that the agreement should be signed and the
enclosed copy to be submitted returned. If the offeror's terms require a written acceptance or
a signed agreement, it is important to comply with those terms to ensure the validity and
enforceability of the contract. Failure to meet the specific requirements specified in the offer
may render the acceptance invalid. Here, Ms. Morine told her intention in a call orally and
had never signed the agreement, though mail prescribed her to do it in a specific manner.

If we look at Bhagwandas Goverdhandas Kedia v. Girdharilal Parshottamdas & Co. 3, SC held

that when the offer required acceptance in writing, oral acceptance would not be valid as it
did not comply with the terms of the offer. The court emphasized the importance of adhering
to the specific requirements mentioned in the offer for acceptance.

Even in case of Tekanpur Sugar Works Ltd. v. Ram Saran Lal4 In this the court held that if
the offer expressly required the acceptance to be in writing, an oral acceptance would not be
sufficient to form a valid contract. The court emphasized that parties must adhere to the terms
and conditions set forth in the offer. So, there is not legally binding or enforceable agreement
that exists. And no valid contract came into force.

1
Section2(h) of Indian Contract Act, 1872
2
Section 7(2) of Indian Contract Act, 1872
3 Bhagwandas Goverdhandas Kedia v. Girdharilal Parshottamdas & Co,1966 AIR 543 1966 SCR (1) 656
4
Tekanpur Sugar Works Ltd. v. Ram Saran Lal,1961 AIR 1747,1962 SCR (2)474

Memorandum On Behalf of Defendant 11 | Page

ISSUE 2: WHETHER THE RESTRICTION ON PROVIDING SERVICES TO
EARLIER CLIENTS (NON- COMPETE CLAUSE) IS VALID OR NOT?

According to s. 27 of ICA5, any agreement that directly or indirectly puts a restriction on a

person's freedom to carry on a lawful profession, trade, or business of any kind is considered
void. Any agreement that goes beyond what is reasonable and excessively restricts trade or
prevents someone from carrying on their lawful profession. To determine the reasonableness
of such an agreement, multiple factors need to be considered, including the duration of the
restriction, the geographic scope, the nature of the business involved, and the employer's
legitimate business interests. But here in this agreement there was no geographic scope
mentioned and it was mentioned that we should not participate in any business activity. So,
Ms. Morine was a freelancer before and was not restricted to furniture designing. So, she
might have clients of any other nature or thing in interior design.

In Niranjan Shankar Golikari v. Century Spinning and Manufacturing Co. Ltd. 6, the Supreme
Court held that an agreement by an employee not to work for a competing employer after
termination of employment was valid if it was reasonable in terms of time, geography, and
nature of the trade. But here it was not reasonable and clear in terms of geography and nature.

5
Section 27 of Indian Contract Act, 1872
6
Niranjan Shankar Golikari v. Century Spinning and Manufacturing Co. Ltd. 1967 AIR
1098, 1967 SCR (2) 378

Memorandum On Behalf of Defendant 12 | Page

ISSUE 3: WHETHER THE TERMINATION OF AGREEMENT IS POSSIBLE OR
NOT?

S.10 of SRA7deals with the cases in which specific performance of a contract can be
enforced. This section states that specific performance of a contract may be enforced by the
court in the following circumstances:

 If the court finds that it is not possible to measure the exact monetary compensation for the
breach of contract, it may order specific performance.

 In certain cases, monetary compensation may not be sufficient to provide adequate relief to
the aggrieved party. In such circumstances, specific performance of the contract can be
ordered.

In Rama Narang v. Ramesh Narang8, the Supreme Court held that specific performance
cannot be granted in cases where the contract is terminable at will or where the performance
of the contract is impossible or unlawful. And in Satya Jain v. Anis Ahmed Rushdie 9, the
Supreme Court held that specific performance cannot be granted if the contract is terminable
at the will of any of the parties. The court stated that specific performance is an equitable
remedy and cannot be enforced when the parties have the freedom to terminate the contract at
any time.

So, here in this case as per clause 9 of the employment agreement, the agreement was a
terminable agreement without giving any reason after providing one month’s notice or salary
in lieu of one month. And Ms. Morine said she was ready to forfeit her salary for October
instead of the notice period required by the agreement.

7
Section 10 of Specific Relief Act, 1963
8
Rama Narang v. Ramesh Narang. 1995 SCC (2) 513, JT 1995 (1) 515
9
Satya Jain v. Anis Ahmed Rushdie

Memorandum On Behalf of Defendant 13 | Page

 PRAYER

Wherefore in the light of issues raised, arguments advanced and authorities cited above,
it is humbly prayed that this Hon’ble Civil Court may graciously please to adjudge and
declare that:

1. The employment agreement should be declared invalid and unenforceable since there
hasn’t been a legitimate acceptance.
2. Since the non-compete clause is unreasonable restraint of trade. so, it should not be
enforced.
3. Special performances and breach of contract allegations made by the plaintiff should
be dismissed.
4. Ms. Morine should be allowed to render her services to her earlier clients.

Any other order as it deems fits in the interest of equity, justice, and good conscience.

For this Act of Kindness, the Defendant Shall Duty Bound Forever Pray.

Sd/-

(Counsel for the Defendant)

Memorandum On Behalf of Defendant 14 | Page