Introduction to Law

 Definition: Law is a set of legal rules that governs the way members of a society act
towards one another. It is formalized habit and thought backed by the authority and
power of the Government, as described by Woodrow Wilson.
 Rights in India: People in India have three types of rights:
o Human Rights: These are not governed by any specific law but follow the
Universal Declaration of Human Rights adopted by the United Nations and its
member countries, including India. The National Human Rights Commission and
State Human Rights Commissions oversee these rights.
o Constitutional Rights: These rights are available to all citizens as per the
constitution. Fundamental rights are a subset of these, and if violated by the
government or its organizations, citizens can seek remedy through writ petitions
to the High Court.
o Contractual Rights: These are rights and obligations voluntarily created between
parties through contracts.

Definitions of Law

 Idealistic Definitions: Ancient Jurists like the Romans defined law in its idealistic
nature. Roman Justinian defined law in the light of its idealistic nature.
 Salmond: According to Salmond, law is the body of principles recognized and applied by
the state in the administration of justice.
 John Chipman Grey: He defined the law of the state or any organized body as
composed of the rules laid down by the courts for the determination of legal rights and
duties.
 Positivists’ Definition:
o Austin: A law is a general command of the sovereign individual or body, issued
to those in subjectivity and enforced by the physical power of the state.
o Holland: Law is a general rule of external human action enforced by a political
sovereign.
 Historical School of Law:
o Von Savigny: Law is not the product of direct legislation but due to the silent
growth of custom or the outcome of unformulated public or professional opinion.
 Sociological School of Law:
o Ihering: Law is the form of guarantee of the conditions of life of society, assured
by the state’s power of constraint.
o Dean Roscoe Pound: Law is a social institution to satisfy social wants, a form of
social engineering.

Need for Law

  Law is essential for the upkeep of peace in society and acts as a potential tool for social
change. It regulates individual behavior to correspond with what is acceptable to the
majority.

Legal Positivism

 Law is viewed as the supreme will of the State, emphasizing its structure and origin,
separate from ethical and moral concerns.

Legal Realism

 This philosophy views law in its actual implementation, emphasizing reality over
theoretical constructs.

Stare Decisis

 Originating from Latin meaning ‘to abide by things decided,’ this doctrine instructs
courts to refer to previous, similar legal issues to guide their decisions. It is also
mentioned in Article 141 of the Constitution.

Stare Decisis and Precedent

 Stare Decisis: This legal principle means ‘to stand by things decided.’ It’s a doctrine that
obligates courts to follow the precedents set by previous decisions.
 Precedent: These are past judicial decisions that establish a legal standard or rule, which
can be followed in future cases with similar circumstances.
 Binding Authority: Precedents, along with other forms of law such as statutes and
regulations, are considered binding authority that courts must adhere to.

Branches of Law

 Constitutional Law: Governs the structure and functions of government organs,

including both legal rules and conventions.
 Administrative Law: Regulates the executive branch, controlling delegated legislation
and administrative actions through judicial review.
 Criminal Law: Punishes wrongdoers and provides justice, dealing with criminal wrongs.
 Business Law: Covers rights and obligations arising from commercial transactions.

Sources of Business Law

 Case Law: Law established by previous court decisions.

 Customs & Usage: Traditional practices that are accepted as legal requirements or
norms.
  Natural Law: A philosophy that certain rights or values are inherent by virtue of human
nature.
 Statutory Law: Written laws passed by legislative bodies.
 English Mercantile Law: Historical laws that dealt with commercial issues and
practices.

Constitution of India and Business Law

 Fundamental Rights: Basic human rights guaranteed to all citizens, enforceable by the
courts.
 Directive Principles of State Policy: Guidelines for the state to create an economic and
social democracy.

Conclusion

 The Constitution of India guarantees the right to work and conduct business within the
jurisdiction of the country, under Article 19(1)(g), ensuring the welfare of the citizens
and the nation.

Introduction to Contracts
 A contract is a legal document that binds two or more parties to an agreement, outlining
the rights and duties of each party.
 Contracts arise from economic and social relationships, which can be contractual or akin
to a contract.
 Contracts can be formed orally or in writing, with relational integration and
determination of mutual rights and obligations depending on the terms.

Definitions of a Contract

 Pollock: “Every agreement and promise enforceable at law is a contract.”

 Sir William Anson: “A legally binding agreement between two or more persons by
which rights are acquired by one or more to acts or forbearances on the part of the
others.”
 Salmond: “An agreement creating and defining obligations between the parties.”
 According to Section 2(e) of the Indian Contract Act, 1872, an agreement is a promise or
set of promises forming consideration for all the parties.

Formation of an Agreement

 Parties: Two or more parties are needed to form an agreement.

  Offer/Proposal: Signifying willingness to do or omit something to obtain another’s
assent (Section 2(a)).
 Acceptance: Signifying assent to the proposal in the same sense as proposed by the
offeror (Section 2(b)).
 Promise: A proposal becomes a promise upon acceptance (Section 2(b)).
 Consideration: The price for the promise, which can be an act or omission (Section
2(d)).

Contract vs. Agreement

 All contracts are agreements, but not all agreements are contracts.
 Agreements that create legal obligations become contracts, while those based on moral or
friendly terms do not.

Essentials of a Valid Contract (Section 10)

 Offer and acceptance, free consent, competent parties, lawful consideration and object,
and not declared void.

Classification of Contracts

 By Formation: Express, implied, quasi-contracts.

 By Performance: Executed, executory, unilateral, and bilateral contracts.
 By Validity: Voidable, void, valid, illegal, and unenforceable contracts.

Types of Contracts

 Valid Contract: Meets all requirements under Section 10.

 Void Contract: Cannot be enforced by law (Section 2(g)).
 Voidable Contract: Enforceable at the discretion of one or more parties (Section 2(i)).
 Illegal Agreement: Not enforceable due to the purpose being illegal.

Offer/Proposal (Section 2(a))

 A contract begins with a proposal made by one party to another.

 The proposal must be accepted to form an agreement.
 The offer must be communicated, definite, and unambiguous.

Elements and Types of Offer

 Made by one person to another, expressing readiness to do or abstain from doing

something.
 Types include express, implied, specific, and general offers.

Difference Between Offer and Invitation to Offer

  An invitation to offer is an offer to negotiate or receive offers, while an offer is a final
expression of willingness to contract.

Communication of Offers and Acceptance (Section 4)

 Communication of a proposal is complete when it comes to the knowledge of the person

to whom it is made.
 Acceptance must be absolute, unqualified, and communicated to the offeror.

Offer/Proposal (Section 2(a))

 A proposal or offer initiates a contract and must be accepted to form an agreement.

 The offer must be communicated, definite, and unambiguous.
 It can be positive (to do something) or negative (to abstain from doing something).

Elements and Types of Offer

 Must be made by one person to another, expressing readiness to do or abstain from doing
something.
 Types include express, implied, specific, and general offers.

Difference Between Offer and Invitation to Offer

 An invitation to offer is an offer to negotiate or receive offers, while an offer is a final

expression of willingness to contract.

Communication of Offers and Acceptance (Section 4)

 Communication of a proposal is complete when it comes to the knowledge of the person

to whom it is made.
 Acceptance must be absolute, unqualified, and communicated to the offeror.

Acceptance (Section 9)

 Rules Regarding Acceptance:

o Must be absolute and unqualified.
o Must be communicated to the offeror.
o Must be according to the mode prescribed or usual and reasonable mode.
o Must be given within a reasonable time.
o Cannot precede an offer.
o Must be given by the party to whom the offer is made.
o Must be given before the offer lapses or is withdrawn.
o It cannot be implied from silence.

Revocation or Lapse of Offer (Section 6)

  By communication of notice of revocation.
 By lapse of time.
 By non-fulfillment of a condition precedent to acceptance.
 By death or insanity of the offeror.
 If a counter offer is made.
 If an offer is not accepted according to the prescribed or usual mode.
 If the law is changed.

Consideration (Section 2(d))

 Consideration is the price for the promise, which can be an act, abstinence, or promise.
 It must be real, not illusory, and something which the promisor is not already bound to
do.

Capacity to Contract

 Every person is competent to contract who is of the age of majority, of sound mind, and
not disqualified from contracting by any law (Section 11).

Free Consent

 Consent must be free and not caused by coercion, undue influence, fraud,
misrepresentation, or mistake.

Lawful Agreements

 The consideration or object of an agreement must be lawful and not forbidden by law,
fraudulent, or opposed to public policy.

Void Agreements

 Include agreements made under a mistake of fact, to commit a crime, in restraint of

marriage, trade, or legal proceedings, and those void due to uncertainty.

Contingent Contracts (Section 31)

 The performance of the contract must be conditional and the event must be collateral to
such contract.
 Examples include contracts of insurance, indemnity, and guarantee.
Discharge of Contract

 A contract is discharged when it ceases to operate, ending the rights and obligations it
created.

Methods of Discharge

 Performance: Fulfilling contractual obligations as per Sections 31-67.

 Impossibility of Performance: Section 56 addresses contracts that become impossible to
perform.
 By Agreement: Including novation, rescission, or alteration as per Sections 62-67.
 Breach of Contract: Covered under Sections 73-75.

Performance of Contract (Section 37)

 Parties must fulfill their obligations unless excused by law.

 “Attempted performance” occurs when the promisor is ready to perform, but the
promisee refuses.
 The promisor is not liable for non-performance in such cases and may sue for breach of
contract.

By Operation of Law

 Discharge can occur due to death, merger, insolvency, unauthorized alteration of a

written contract, or when rights and liabilities become vested in the same person.

Joint Promises (Section 42)

 Joint promisors are liable to fulfill the promise together, and their legal representatives
are bound upon their death.

Impossibility of Performance (Section 56)

 Contracts may be void if impossibility is known at the time of agreement or arises

subsequently.

Time as the Essence of Contract (Sections 55 and 56)

 The importance of time depends on the parties’ intention, the contract’s nature, and the
surrounding circumstances.
 Failure to perform on time does not void the contract but may result in compensation for
any loss caused.

Rules for Time and Place of Performance

  Sections 46-50 outline the rules for when and where contracts must be performed,
including when applications must be made by the promisee.

Supervening Impossibility

 This includes the destruction of the contract’s subject matter, non-occurrence of a

particular state of things, or changes in law.

Breach of Contract (Section 9)

 Actual Breach: Occurs on the due date or during the performance.

 Anticipatory Breach: Occurs when a party renounces the contract or acts in a way that
makes performance impossible.

Discharge by Mutual Agreement or Consent (Section 62)

 Impossibility to Perform: Contracts can be discharged when performance becomes

impossible.
 Novation: Replacing an old contract with a new one, which terminates the original
contract.
 Rescission: The right not to perform an obligation, especially in case of breach.
 Alteration: Changing the terms of the contract, creating a new contract.
 Remission: Acceptance of a lesser fulfillment of the promise.
 Waiver: Voluntarily relinquishing a known right.
 Merger: A lower right merging into a higher right.

Remedies for Breach of Contract (Sections 73-75)

 Rescission: The contract can be canceled.

 Damages: Compensation for the loss suffered due to breach.
 Quantum Meruit: Payment for the actual value of services rendered.
 Specific Performance: Court orders the actual performance of the contract.
 Injunction: Court order to refrain from doing a particular act.

Specific Performance

 An equitable remedy based on the principles of equity.

 The court may order specific performance when damages are inadequate or cannot
ascertain actual damage.

Suit for Injunction

 A judicial process to prevent a party from doing a specific act.

 Can be temporary (interim) or permanent, depending on the court’s decision.
Quasi Contracts

 Obligations that resemble contracts and require fulfillment.

 Includes claims for necessaries supplied to incapable persons and reimbursement for
payments made by others.

Contract of Indemnity (Section 124)

 One party promises to save the other from loss caused by the promisor or other persons.

Rights of Indemnity Holder (Section 125)

 Includes damages, costs, and sums paid under a compromise.

Contract of Guarantee (Section 126)

 A tripartite agreement to perform the promise or discharge the liability of a third person
in case of default.

Distinction between Indemnity and Guarantee

 Indemnity: A two-party contract with contingent liability.

 Guarantee: A three-party contract with liability arising upon the principal debtor’s
default.

Rights of Surety

 Includes rights against the principal debtor, creditors, and securities.

Contract of Agency

 An agent acts on behalf of a principal in dealings with third parties.

Termination of Agency (Section 201)

 Can occur by act of parties or operation of law, such as performance, time expiry, death,
insanity, insolvency, or destruction of subject matter.

Conclusion

 The Indian Contract Act 1872 governs all contractual agreements in India, providing
rules and remedies for breach of contract.
Intellectual Property Rights Overview
 Intellectual Property (IP) is an intangible asset created by human intellect.
 It includes inventions, designs, literary and artistic works, symbols, names, and images
used in commerce.

Major Intellectual Properties

 Copyright and Related Rights

 Industrial Property: Patents, Industrial Designs, Trademarks, Trade Secrets,
Geographical Indications, Layout Designs of Integrated Circuits, and Protection of New
Plant Varieties.

Nature of Intellectual Property

 Created by human mind.

 Exclusive rights are statutory but have limitations and exceptions.
 Rights are time-bound and territorial.

International Treaties

 Paris Convention, Berne Convention, Hague Agreement, Universal Copyright

Convention, Rome Convention, UPOV, Convention on Biodiversity, WIPO Copyright
Treaty, TRIPS, Internet Treaties.

IP Laws in India

 Lists various acts like The Copyright Act, The Patents Act, The Designs Act, and others
with their enforcement dates.

Copyright

 Concerns rights of creators of literary and artistic works.

 Provides exclusive rights to prevent unauthorized copying and publishing.

Rights Available with Author

  Economic rights: Financial benefits from others using their works.
 Moral rights: Protect non-economic interests like opposing changes to work and
claiming authorship.

Ownership of Rights

 Specifies who owns the rights to different types of works, such as literary works, music,
artistic works, photographs, computer programs, cinematograph films, and sound
recordings.

Term of Copyright Protection

 Life of the author plus 60 years after death for most works.
 60 years from publication for posthumous works, cinematograph films, sound recordings,
government work, works of public undertakings, and works of international
organizations.

Here are the detailed notes for the second half of the document titled “Session 5”:

Securing Copyright

 Section 51 of the Copyright Act, 1957, outlines what constitutes copyright infringement.
 Infringement occurs when there is any act against the exclusive right of the owner, or
communication of the work to the public for profit without a license or in violation of the
conditions of the license.
 Acts that do not constitute infringement are listed in Section 52, such as fair dealing for
personal or research purposes, reproduction for judicial proceedings, or replication by a
teacher or pupil in the course of teaching.

Steps to Register Copyright

1. Filing of application.
2. Application for registration of copyright in an unpublished work.
3. Application for registration regarding an artistic work that is being used or could be used
in connection with any goods or services.
4. Application for registration in respect of an artistic work which is capable of being
registered as a design.
5. Notice for Application.
6. Entering of particulars in Register of Copyright.
7. Completion of registration process.

Need and Benefits of Registration - Section 48

 The register of copyright is prima facie evidence of the particulars entered therein and is
admissible in evidence in all courts.
  Registration benefits include protection from unauthorized use, easier claims of
ownership and royalties, and specification of the date of publication.

Patent Law

 A patent is an exclusive right granted for an invention, which could be a product or

process providing a new way of doing something or a new technical solution to a
problem.
 The period of patents is 20 years.

What Can Be Patented?

 Inventions in all fields of technology, whether products or processes, if they meet the
criteria of novelty, non-obviousness (inventive step), and industrial application (utility).

Conditions of Patentability

 Novelty: The invention must not be known to the public prior to the claim by the
inventor.
 Inventive Step: The invention would not be obvious to a person with ordinary skill in the
art.
 Industrial Application: The invention can be made or used in any useful, practical
activity, as distinct from purely intellectual or aesthetic one.

Protection Given by Patents

 The patent owner has the exclusive right to prevent others from commercially exploiting
the patented invention. This includes manufacturing, using, distributing, selling, etc., the
patented invention/product without the patent owner’s consent.

The Patents Act, 1970

 Provides a detailed procedure for obtaining a patent.

 Lists non-patentable inventions under Section 3.
 Inventions relating to atomic energy are declared non-patentable under Section 4.
 The Patent (Amendment) Act, 2005, allows for product patents to be issued for medicine,
food items, and chemicals.

Non-Patentable Inventions

 Inventions that are frivolous, contrary to natural laws, against public morality, mere
discoveries of existing natural forms, or simple mathematical/business/computer
programs, among others.

Grant of Patent
  Patents are granted by national patent offices after publication and substantial
examination of the applications.
 Provisions exist for pre-grant and post-grant opposition by others.
 Patents are valid within the territorial limits of the country, and foreigners can also apply
for patents in India.

Patent Infringement and Remedies

 Sections 47 and 107-A of the Patents Act provide for acts that shall not be considered as
an infringement of patent.
 Remedies against patent infringement include injunction, damages or account of profits,
delivery up or destruction of infringing goods, and certificate of validity.

Procedure of Obtaining a Patent in India

 Patent application can be filed at the Patent Office in physical mode or in electronic
mode.
 Patent registration confers exclusive rights to exploit the patent on the patentee or his
licensee or assignee.

Here are the detailed notes for the first half of the document titled “Session 6”:

Trademark Overview

 The Trademarks Act, 1999 provides registration and protection of trademarks for goods
and services and prevents the use of fraudulent marks.
 Trademarks are registered for 10 years and can be renewed indefinitely.

Definition and Types of Trademarks

 Section 2(zb): A trademark is a mark capable of graphical representation, distinguishing

one person’s goods or services from others.
 Types include single letters, logos, symbols, designs, numerals, three-dimensional
shapes, packaging, and color combinations.
 Service Marks: Trademarks used in connection with services like tourism, banking, etc.

Infringement of Trademark

 Infringement conditions include unauthorized use, similarity to registered trademarks, use

in the same trade, and printed representation in advertisements or invoices.
 Section 29: Common forms of infringement, such as using another’s registered trademark
for promotion.

Registration Process
  Steps include application, refusal or acceptance, advertisement, opposition, and final
registration.

Kinds of Trademarks

 Goods marks, service marks, certification trademarks, collective marks, well-known

marks, and trade names.

Industrial Design Registration

 Industrial Design: Ornamental or visual aspects of an article, non-functional and purely

aesthetic.
 Protection is for 10 years, extendable by 5 years.
 Registered proprietor has exclusive rights to apply the design and prevent others from
copying.

What Can Be Registered?

 Industry and handicraft items, household goods, lighting equipment, jewelry, electronic
devices, textiles, etc.

Non-Registrable Designs

 Designs not new or original, disclosed to the public, or not significantly distinguishable
from known designs.

Here are the detailed notes for the second half of the document titled “Session 6”:

Trademark Infringement and Remedies

 Section 29 of the Trademarks Act, 1999, outlines the common forms of trademark
infringement, such as using another’s registered trademark for promotion without
authorization.
 Remedies for infringement include:
o Filing a suit for infringement.
o Criminal remedies.

Registration of Trademark

 The registration process involves:

1. Application for registration.
2. Refusal, acceptance, or withdrawal of acceptance.
3. Advertisement of application.
4. Opposition to registration.
5. Final registration.
Kinds of Trademarks

 Goods marks, service marks, certification trademarks, collective marks, well-known

marks, and trade names.
 Service Marks are used for services like banking, education, finance, insurance, real
estate, entertainment, repairs, transport, conveying news and information, advertising,
etc.
 Certification Trademarks are certified by the Proprietor for characteristics like
geographical origin, ingredients, quality, etc., e.g., AGMARK, WOOLMARK. They
cannot be used as a trade mark.

Collective Trademark

 A mark distinguishing the goods or services of members of an association from those of

other undertakings.
 Owned by an association of persons, which could be manufacturers, producers, suppliers,
traders, or professional bodies.

Well-known Marks and Trade Names

 Examples include Coca Cola for soft drinks and Toblerone for triangular-shaped
chocolates.
 Trade Names like Godrej and GE are associated with specific products like furniture,
refrigerators, bulbs, etc.

Industrial Design Registration

 Protects the ornamental or visual aspects of an article, which are non-functional and
purely aesthetic.
 The period of protection is 10 years, extendable by 5 years.
 The registered proprietor has exclusive rights to apply the design and prevent others from
copying.

What Can Be Registered?

 Products of industry and handicraft items, household goods, lighting equipment, jewelry,
electronic devices, textiles, etc.

Non-Registrable Designs

 Designs that are not new or original, disclosed to the public, or not significantly
distinguishable from known designs.

The Designs Act, 2000

  Promotes the creation of novel, original designs and grants a time-bound monopoly right
to use registered industrial designs by the owner.
 Contains provisions regarding registration, copyright in registered designs, penalties for
infringement, etc.

Geographical Indications

 A Geographical Indication (GI) identifies goods with a specific geographical origin,

denoting quality, reputation, or other characteristics essentially attributable to that origin.
 Examples include Basmati Rice, Darjeeling Tea, etc.

The Geographical Indications of Goods (Registration and Protection) Act, 1999

 Provides for the registration and protection of geographical indications.

 Registration is valid for 10 years but can be renewed indefinitely.
 Protection methods include sui generis systems, collective or certification marks, and
business practices.

Benefits of Registration of GI

 Confers legal protection, boosts exports, prevents unauthorized use, and promotes the
economic well-being of producers in a specific geographic area.

Semiconductor Integrated Circuits Layout-Design

 Protection: Original and novel layout designs of semiconductor integrated circuits are
protected through registration.
 Benefits: These designs reduce space, enhance capacity, and improve system
performance.
 Registration Process: Involves examination and publication of the application.
 Validity: The registration is valid for 10 years.

Non-registrable Layout-Designs

 Designs that are not original.

 Designs that have been commercially exploited in India or a convention country.
 Designs that are not inherently distinctive or capable of being distinguishable from other
registered layout-designs.

The Semiconductor Integrated Circuits Layout Designs Act, 2000

 Purpose: Protects the layout designs of semiconductor integrated circuits.

 TRIPS Agreement: Enacted to give effect to Section 6 in Part II relating to Layout-
Design (Topographies) of Integrated Circuits.
  Provisions: Includes registration, duration, effect of registration, assignment,
transmission, use, and penalties for infringement.

Trade Secrets

 Definition: Confidential business information that may include designs, drawings, plans,
strategies, R&D information, etc.
 Qualification: Must be commercially valuable, known to a few, and kept secret by the
holder.

Preference for Trade Secrets

 When the invention is not patentable.

 When the secret can be kept beyond the 20-year patent protection.
 When patent protection costs are prohibitive.
 When it is difficult to reverse engineer.

Types of Trade Secrets

 Technical information: Manufacturing processes, designs, computer program drawings,

etc.
 Commercial information: Distribution methods, advertising strategies, etc.
 Financial information: Formulas, recipes, source codes, etc.

Plant Varieties & Farmer’s Rights

 Protection Criteria: New varieties must exhibit novelty, distinctiveness, uniformity, and
stability.
 Registrants: Breeders, farmers, universities, agricultural institutes.
 Protection Period: 15 years for annual crops, 18 years for trees and vines.

Rights of Breeders

 Rights to production, sale, marketing, distribution, export, and import.

 Breeders need farmers’ consent if the variety is derived from a farmers’ variety.

Farmers’ Rights

 Rights to save, use, sow, re-sow, exchange, share, or sell farm produce.
 Right to full disclosure of seed performance and compensation claims for non-
performance.

Here are the detailed notes for the second half of the document titled “Semiconductor Integrated
Circuits Layout-Design”:

Subject of Patents
  Patents may be granted for inventions in any field of technology that are new, useful, and
non-obvious.
 Requirements: Novelty, inventive step/non-obviousness, and industrial application.
 Term of Protection: 20 years from the date of filing the application.

Intellectual Property Rights (IPRs)

 PATENT: Rights granted to the patentee include the right to decide who may use the
invention, issue licenses, exploit the patent, surrender the patent, and seek legal remedies
against infringement.
 COPYRIGHT: Protects original works of authors and artists. Rights include financial
reward from the use of work by others, authorization or prevention of certain uses, and
protection against infringement.
 TRADEMARK: Grants exclusive use of the trademark to the owner or licensee, the right
to assign, and legal remedies against infringement.

Registration

 PATENT: Must be registered in a country according to its Patent Law.

 COPYRIGHT: Runs automatically without registration, but voluntary registration is
available.
 TRADEMARK: Can be registered or unregistered, with registered trademarks providing
prima facie evidence of ownership.

International Regime Of Intellectual Property Laws

 TRIPS Agreement: Establishes minimum levels of protection for IP rights among WTO
members.
 WIPO: Administers several international treaties concerning various IP rights.

Supranational and European Treaty and Convention Systems

 Madrid System: For trademarks, allows filing a single application for registration in
multiple countries.
 Hague System: For industrial designs, allows filing a single application for registration
in multiple countries.
 European Patent Convention (EPC): Allows filing a single application for patent
registration in EPC designated countries.
 Community Trade Mark and Community Registered Design: Covers all European
Union member states.

Conclusion

 Intellectual property rights are essential for societal development and global trade.
 Inclusion of IPR in the educational system and promotion of IPR registration is crucial
for innovation.
  India, with its resources, is poised to harness a significant share in global trade through
exploration in Intellectual Property Rights.

Introduction to Arbitration & Conciliation Act,

1996
 The act provides a legal framework for arbitration and conciliation of disputes.
 It emphasizes non-judicial resolution mechanisms, aiming to be fair, efficient, and
capable of meeting specific needs.

Evolution of Arbitration Law in India

 Historical roots trace back to the Vedic period with various forms of community-based
dispute resolution.
 The first direct law was the Indian Arbitration Act of 1899, applicable only in presidency
towns.
 Post-economic reforms in 1991, the Arbitration and Conciliation Act, 1996 was enacted,
incorporating UNCITRAL Model Laws.

Key Highlights of the Act

 The 1996 Act applies to both domestic and international arbitration and conciliation.
 It introduced provisions to address delays in arbitration and court proceedings.
 The act also emphasizes the independence and impartiality of arbitrators.

Amendments Over the Years

 Amendments in 2015, 2019, and 2021 focused on improving the arbitration process,
including the introduction of fast-track procedures and addressing issues of impartiality.
 The 2021 amendment removed specific qualifications for arbitrators, aiming to attract
international arbitrators and enhance the arbitration process.

Objectives and Characteristics of the Act

 The act aims to provide a framework for arbitral procedures that encourage dispute
settlement and grant the same status to settlement agreements as arbitral awards.
 It highlights the consensual, neutral, and confidential nature of arbitration.

Advantages and Disadvantages

 Arbitration under the act is cost-effective, efficient, and provides finality to decisions.
  However, it can be expensive with high costs associated with bloated claims, and there
may be inconsistencies due to different statutes for local and international arbitration.

Scope of Arbitration

 The act defines the scope of arbitrable disputes, excluding matters related to criminal
offenses, matrimonial issues, insolvency, and others that are governed by special statutes.

Arbitration Agreement and Essentials - Section 7

 An arbitration agreement must be in writing and contain all the elements of a valid
contract.
 It should refer to a dispute, present or future, to arbitration.
 It can be in the form of an arbitration clause in a contract or a separate agreement.

Arbitral Tribunal - Section 10

 The arbitral tribunal may consist of a sole arbitrator or a panel of arbitrators.

 Parties are free to determine the number of arbitrators, provided it is not an even number.
 If parties fail to determine, the tribunal shall consist of a sole arbitrator.

Appointment of Arbitrators - Section 11

 A person of any nationality may be appointed as an arbitrator.

 If three arbitrators are to be appointed, each party appoints one, and the two appointed
arbitrators appoint the third.

Challenge of Appointment - Section 12

 The appointment of an arbitrator may be challenged if circumstances exist that raise

doubts about their independence or impartiality.

Jurisdiction of Arbitral Tribunal - Section 16

 The tribunal has the authority to rule on its own jurisdiction, including any objections
with respect to the existence or validity of the arbitration agreement.

Powers and Duties of Arbitrator

 Powers include passing interim orders, deciding the procedure, terminating proceedings,
and correcting errors in the award.
 Duties involve adjudicating timely, acting judicially, and encouraging settlement.

Arbitration Proceedings - Sections 23-27

  Involves filing of statements of claim and defense, hearings, framing of issues, exchange
of evidence, and passing of the award.

Settlement - Section 30

 The arbitral tribunal may encourage settlement using mediation, conciliation, or other
proceedings.

Arbitral Award

 An arbitral award is the final judgment of the tribunal, which includes interim awards.
 It must be made in writing, follow the agreement, be final, clear, possible to perform, and
legal.

Form and Content of Arbitral Award - Section 31

 The award must be in writing, state reasons, be dated and signed by the arbitrators, and
state the place of arbitration.

Types of Arbitral Awards

 Interim, additional, settlement, and final awards, each serving different purposes within
the arbitration process.

Correction and Interpretation of Award - Section 33

 Parties may request the tribunal to correct any errors or give an interpretation of a
specific part of the award.

Setting Aside Arbitral Awards - Section 34

 An application can be made to set aside the award on grounds such as incapacity of
parties, non-existence of the agreement, or violation of public policy.

Appeal - Section 37

 Appeals against orders of the arbitral tribunal or court orders related to arbitration are
limited to specific circumstances.

Conciliation - Section 61

 Conciliation is an informal process where a conciliator helps disputants reach an

agreement.

Appointment and Role of Conciliator - Sections 64

  The conciliator is appointed through agreement and assists the parties to reach an
amicable settlement.

Conclusion

 The Act provides an effective alternative dispute resolution mechanism, aiming to resolve
disputes outside the courts through arbitration and conciliation.

Introduction to Company Law

 Definition: A company is a voluntary association of persons registered under the
Companies Act.
 Characteristics: Distinct name, limited liability, and can be incorporated under the
Companies Act or other special enactments.

Legal Entity

 Separate Entity: A company is separate from its members, capable of owning property,
and has perpetual succession.
 Salomon v. Salomon: Established the principle of corporate entity independent of its
shareholders.

Types of Companies

 One Person Company: Defined under Section 2(62), has a single member and no
minimum paid-up share capital requirement.
 Private Company: Defined under Section 2(68), restricts the transfer of shares and limits
the number of members to 200.
 Public Company: Defined under Section 2(71), has a minimum paid-up capital of Rs. 5
lakh and no limit on the number of members.

Comparison with Partnership Firm

  Legal Distinction: A company is a separate legal person, whereas a partnership firm is
not distinct from its partners.
 Property Ownership: Company’s property belongs to the company, not to the members,
unlike in a partnership.
 Liability: Shareholders’ liability may be limited, while partners’ liability is always
unlimited.

Incorporation Stages

 Promotion: Involves conceiving the idea and taking steps for registration.
 Incorporation/Registration: Submission of an application to the Registrar with the
required documents and fees.
 Commencement of Business: After incorporation, certain declarations must be filed
with the Registrar before commencing business.

Effect of Registration

 Corporate Identity: Upon registration, the company becomes a body corporate with all
rights and liabilities separate from its members.

Memorandum of Association (MoA)

 Purpose: Outlines the fundamental conditions and objects for which the company is
incorporated.
 Contents: Must contain six clauses and defines the scope of the company’s activities.

Articles of Association (AoA)

 Purpose: Contains rules and regulations for the internal management of the company.
 Flexibility: Can be amended retrospectively and are subordinate to the MoA.

Prospectus

 Definition: A document inviting offers from the public to subscribe to the company’s
shares.
 Contents: Must contain details like the name and address of the company, objectives,
capital structure, and risk factors.

Corporate Veil

 Concept: Separates the company’s actions from its shareholders, protecting members
from liabilities.
 Piercing the Veil: In certain circumstances, the veil can be lifted to hold members
responsible for the company’s actions.

Here are the detailed notes for the second half of the document titled “Company Law”:
Distinction between Partnership Firm & Company

 A partnership firm is not distinct from its partners, whereas a company is a separate legal
entity.
 The property of a firm is the property of the partners, but a company’s property belongs
to the company itself.
 Creditors of a partnership firm can proceed against the partners, but creditors of a
company can only proceed against the company.
 A partner’s liability is always unlimited, while a shareholder’s liability may be limited.

Incorporation of a Company

 Incorporation involves three main stages: promotion, registration, and commencement of

business.
 Promotion: Conceiving the idea and taking steps for registration.
 Registration: Submitting an application to the Registrar with required documents and
fees.
 Commencement of Business: Making necessary declarations post-registration before
starting business operations.

Effect of Registration

 Upon registration, the company becomes a separate legal entity with perpetual succession
and the power to acquire, hold, and dispose of property.

Memorandum of Association (MoA) & Articles of Association (AoA)

 MoA: Outlines the company’s scope, objectives, and conditions.

 AoA: Contains rules for the company’s internal management.
 Both documents are crucial for the company’s governance and must be registered.

Prospectus

 A document inviting public offers to subscribe to the company’s shares.

 Must contain details like the company’s objectives, capital structure, and risk factors.

Doctrine of Corporate Veil

 Separates the company’s identity from its shareholders.

 In certain cases, the veil can be lifted to hold individuals accountable for the company’s
actions.

Promoters of a Company

 Individuals who initiate the company’s formation process and take necessary steps for
incorporation.
  They are neither agents nor trustees of the proposed company.

Membership in a Company

 A member is one who agrees to become part of the company and is registered as such.
 Modes of acquiring membership include subscribing to the MoA, agreement in writing,
or holding shares.

Liability of Members

 Members are legally responsible for actions such as paying for shares allotted,
contributing to the company’s assets in case of winding up, and abiding by majority
decisions.

Difference between Member & Shareholder

 A member is defined under Section 2(55) as a person whose name is entered in the
register of members.
 A shareholder owns shares of the company and may or may not be a member.

Director of the Company

 Defined under Section 2(34) as a person appointed to the Board of a company.

 Mandatory for public limited companies to have a minimum of 3 directors, private
limited companies 2, and one-person companies 1.
 Additional directors can be appointed by passing a special resolution in a general
meeting.

Types of Directors

 Residential Director
 Independent Director
 Small Shareholders Directors
 Women Director
 Additional Director
 Alternate Director
 Nominee Director

Appointment of Directors

 Must not have been sentenced to imprisonment or fined under various laws.
 Age limit between 25 and 70 years, with exceptions.
 Should be a managerial person in one or more companies and an Indian resident.
Powers of Directors

 Under Section 179, the board can exercise all powers of the company, subject to
restrictions.
 Specific powers conferred by Section 179(3) include direction, control, superintendence,
increasing subscribed capital, appointing auditors, and contributing to the National
Defense Fund.

Duties of Directors

 Act within their powers, in good faith, and with reasonable care, skill, and diligence.
 Avoid conflicts of interest and undue gain.
 Ensure the company’s financial statements are audited.

Removal of Directors

 Can occur due to disqualification under the Companies Act, absence from board
meetings, entering into prohibited contracts, or by order of a court or tribunal.

Meeting of the Company

 The company expresses its will through resolutions passed at meetings.

 Meetings are called to discuss the transaction of lawful business.

Requisites of a Meeting

 Proper notice by proper authority to all entitled to attend.

 Proper chairperson, observance of quorum rules, and compliance with the Act and
Articles.

Kinds of Meetings

 General Meeting: All members with voting rights can attend.

 Class Meeting: Held by shareholders of a particular class for matters affecting their
interests.

Resolutions

 Decisions made by directors and shareholders.

 Can be passed by the Board of Directors or by members through Ordinary or Special
Resolutions.

Capital of the Company

 Refers to the commercial resources used by a company to carry out its business.
  For companies limited by shares, it refers to share capital divided into specific numbers
with fixed value.

Kinds of Capital

 Nominal/Authorized/Registered Capital
 Issued Capital
 Subscribed/Allotted Capital
 Called up Capital
 Uncalled Capital
 Paid up or unpaid Capital
 Reserve Capital

Here are the detailed notes for the second half of the document titled “Company Law”:

Shares of the Company

 Definition: Section 2(84) defines a share as a part of the company’s share capital and
includes stock.
 Purpose: Shares are issued to raise funds from investors for the company’s growth and
development.
 Types of Share Capital: As per Section 43, share capital is categorized into Equity
Share Capital and Preference Share Capital.

Equity Share Capital

 Represents the portion of the company’s capital that comes from shareholders in
exchange for ownership.
 Equity shareholders are entitled to dividends and have voting rights.

Preference Share Capital

 Preference shares have a fixed dividend rate and preferential rights over equity shares
regarding profit sharing and claims on assets.
 Preference shareholders have voting rights only on matters that directly or indirectly
affect them.

Transfer of Shares

 Shareholders can transfer shares as prescribed by the Act and the company’s Articles of
Association.
 Joint holders can split and register shares in individual names, considered a transfer.

Share Certificate vs. Share Warrant

  Share Certificate: Indicates partly or fully paid shares and the holder is a registered
member.
 Share Warrant: Issued only for fully paid shares and may require government approval
for issuance.

Debentures

 Defined under Section 2(3) as securities of a company, whether constituting a charge on

the company’s assets or not.
 Debenture holders are creditors of the company and do not have voting rights.

Kinds of Debentures

 Registered and Bearer Debentures

 Redeemable and Irredeemable Debentures
 Secured and Unsecured Debentures
 Convertible Debentures
 Rights Debentures

Difference between Shares and Debentures

 Shares: Represent a portion of the company’s loan capital and shareholders have voting
rights.
 Debentures: Constitute a loan to the company and debenture holders are creditors
without voting rights.

Winding Up

 The process by which a company’s existence ends, involving the liquidation of assets to
pay off debts and distribute remaining assets to members or shareholders.

Voluntary Winding Up

 Members can pass a resolution for winding up if the company cannot continue business
or meet financial obligations.

Winding Up by Tribunal

 The Tribunal can wind up a company for reasons such as inability to pay debts, acting
against national interest, or just and equitable causes.

Liquidator

 Appointed to take custody of the company’s property and claims and to liquidate assets to
pay off debts.
Powers of Liquidator

 Powers exercisable with or without the sanction of the Tribunal, including selling
company assets, raising money, and appointing agents.

Oppression and Mismanagement

 Refers to the unjust exercise of power or authority and conducting company affairs in a
dishonest or prejudicial manner.
 Members or the Central Government can file cases if the company’s affairs are conducted
oppressively or against public interest.

Powers of Tribunal

 The Tribunal can regulate the conduct of the company’s affairs, purchase shares, remove
directors, and recover undue gains.

Conclusion

 Company law ensures that companies operate transparently and accountably, providing a
framework for business management and operations.