Since the last decade when liberalisation and globalisation of the Indian economy is splurging around, contractual relationships have proved to be sine qua non for the corporate world. The author, Akhileshwar Pathak, wields a profound knowledge of contract law and of course business law. His objective is to expose all the facets of contract and its nitty-gritty to get accessible within a manager'sambit. Consolidated contracts for the supply of goods and services have assumed a pivotal role for managers handling either in public or private sectors.
A contract is essentially lacing together of a business relationship. The very edifice of a business establishment that includes its requisite accoutrement is procured through a contractual system. Contracts can be forged instantaneously over phone or protracted over deliberations. But what is the cornerstone of a contract? The book delves out this foundation of business ethos involving cardinal principles navigating the sanctity of contracts. Since time immemorial, merchants and traders paid heed to certain mutually negotiable agreements, failing which a verdict in a king'scourt was sought. Later, the judges applied their jurisprudence out of fair common sense to give a prudent decision. The book adopts such a similar ?innovative way of learning the principles?. This book exhorts its readers to analyse cases and disputes by pitting their own jurisprudence falling in line with the judges in the past century had done. And so, ?in deciding the cases, we would formulate principles, and thus, recreate the law for ourselves?. This methodology is two-pronged?it tells what the principles are and as well as the reason for the principles to be there. This modus operandi gets bolstered when consolidated by landmark judgements on contract law. And so, part one of the book deals with formation of contracts. Therein to allay the fears haunting readers of running into obtrusive rigmaroles of contract, the writer showcases simple contracts to exemplify the underlying principle. Based on that primordial template, one can easily envisage the complex business contracts.
The Indian Contract Act of 1872 encompasses all aspects of contracts like its formation and damages incurred on account of breach of contract. The organising principles of the then contracts have now congealed into a rather complex form on account of a surge in trade and commerce. The writer says, ?The business and law community worldwide has been very quick to learn from one another?..As a result of this, contract documents have become law-like, abstruse and dense.? These are the collective intellect and strategising of the courts business and law persons over the past 150 years.
As of now, there are standard terms for contracts used worldwide. The World Bank stipulates standard terms for purchase of goods and provision of services. ?The standard terms of the World Bank have come to be widely adopted. Several Indian public sector companies use it?. The General Conditions of Contract (GOC) and Special Conditions of Contract (SCC) rule over specialised functions like construction, banking and transportation.
Part two of the book dissects upon subtle themes that make up the General Conditions of Contracts. It discusses upon the usual terms and conditions of business contracts. In a contract several issues have themes and terminologies that are specific to the nature of the very contract. ?The prime example of this is the scope and subject matter. The details of a building contract will be different from chartering a ship; and buying computer hardware will be different from leasing a plant. The scope and object is the domain of the subject matter specialist who would provide the relevant details?. Likewise the delivery schedule and payment schedule are prime subjects to arouse specific interest amongst the contracting parties. On the flipside, contracts have ?themes of general interst which cut across all contracts. Besides, there are concepts which cut across different themes. Contracts related to quality of goods and transfer of property, bank guarantee and letter of credit, impossibility of performance, liquidated damages and arbitration offer some exciting grounds to make forays for a stolid contract.
The regimen of contract rules the roost. Its rigmaroles albeit intimidating usher in a seamless functioning between business houses in a country as well as amongst countries. Thus contract management has veritably turned out cog in the wheels of corporate world. The author in his riveting narrative lays down the genesis of contract laws and explicates the simple organising principles used upon. This foundation of contract proves to be instrumental in understanding the essence of stratifications and ramifications of contracts.
(Macmillan India Ltd., 2/10, Ansari Road, Darya Ganj, New Delhi)
Leave a Comment