book

Legal Aspects of Business

Name: Legal Aspects of Business
Author: Rashmi Aggarwal
ISBN: 9789367134276

by Rashmi Aggarwal

January 2025

Intermediate to advanced

540 pages

18h 10m

English

Pearson India

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Cover
About Pearson
Title Page
Dedication
Brief Contents
Contents
Preface
Acknowledgements
About the Authors
PART 1 INTRODUCTION TO LEGAL ASPECTS OF BUSINESS

Chapter 1 Introduction to Legal Aspects of Business
INTRODUCTIONConstitution of IndiaA NEW ERA OF LEGAL REFORMS – IMPACT ON BUSINESS GROWTHDigital Personal Data Protection Act, 2023The Complete Revamp of Criminal Laws in IndiaThe Labour Law Reforms
PART 2 DISPUTE RESOLUTION MECHANISM
Chapter 2 Dispute Resolution Mechanism
PARTIES TO THE DISPUTEChoice of LawChoice of ForumALTERNATIVE DISPUTE RESOLUTION1. Negotiation2. Mediation3. ArbitrationArbitration and Conciliation Act, 1996Pre-requisites of Arbitration AgreementArbitrabilitySeat of ArbitrationAppointment of ArbitratorGrounds for ChallengeONGC Vs Saw Pipes4. Litigation5. Litigation, Arbitration, and Mediation/Conciliation
PART 3 CONTRACT LAW
Chapter 3 Essentials of a Valid Contract
INTRODUCTIONCONTRACTFormation of a Valid ContractEssential Elements of a Valid Contract
Chapter 4 Agreement, Offer and Acceptance
AGREEMENTPROPOSAL/OFFEREssentials of a Valid OfferACCEPTANCE
Chapter 5 Capacity to Contract
INTRODUCTIONWho are Competent to Contract [Sec. 11]MinorsEffects of Minor’s AgreementsPersons of an Unsound MindPersons Disqualified by Law to Which They Are Subject
Chapter 6 Free Consent
INTRODUCTIONCoercion [Sec. 15]Undue Influence [Sec. 16]Misrepresentation [Sec. 18]Fraud [Sec. 17]Conracts Uberrimae FideiMistake [Sec. 20]
Chapter 7 Consideration
INTRODUCTIONConsiderationConsideration Must Be at the Desire of the PromisorPrivity of ContractPrivity of ConsiderationAct Done or Undertaken to be DoneExceptions To Consideration [Sec. 25]
Chapter 8 Classification of Contracts
On the Basis of Enforceability/ValidityOn the Basis of CreationOn the Basis of Execution/PerformanceON THE BASIS OF PERFORMANCE
Chapter 9 Quasi Contracts
INTRODUCTIONSupply of Necessaries [Sec. 68]Payment by an Interested Person [Sec. 69]Liability of Person Enjoying the Benefit of a Non-gratuitous Act [Sec. 70]Responsibility of Finder of Goods [Sec. 71]Liability of Person to Whom Money is Paid or Thing Delivered by Mistake or Under Coercion [Sec. 72]
Chapter 10 Enforceability of Contracts
What Agreements are Contracts?Legality of ObjectUnlawful Agreement [Sec. 23]Void AgreementsAgreement Void, If Considerations and Objects Unlawful in PartAgreement without Consideration [Sec. 25]Agreements in Restraint of MarriageAgreements in Restraint of TradeLily Packers (P) Ltd. Vs Vaishnavi Vijay UmakAgreements in Restraint of Legal Proceedings [Sec. 28]Agreements Void for UncertaintyWagering Agreements
Chapter 11 Classification of contracts
Discharge of ContractBy PerformanceBy Mutual Agreement [Sec. 62]By Lapse of TimeBy Operation of LawBy Supervening ImpossibilityBreach of Contract [Sec. 73–75]Remedies for a Breach of a Contract
PART 4 SPECIAL CONTRACTS AND E-CONTRACTS
Chapter 12 Indemnity, Guarantee, Bailment, Pledge and Agency (Sec. 124–238)
INTRODUCTIONINDEMNITYRights of Indemnity Holder [Sec. 125]Commencement of LiabilityIndemnity BondGUARANTEESalient Features of a GuaranteeSurety’s LiabilitySurety’s Liability is Coextensive with the Liability of Principal DebtorCommencement of Surety’s LiabilityContinuing GuaranteeJoint Debtors and SuretyshipDischarge of Surety From LiabilityRights of SuretyDistinction Between Indemnity and GuaranteeBAILMENTEssential Requirements of Bailment [Sec. 148]Types of Bailors [Sec. 150]Duties of BailorDuties of BaileeRights of BaileePLEDGEEssential Characteristic of Pledge [Sec. 172]Rights of PawneeRight of PawnorAGENCYEssential Requirements of Agency [Sec. 182, 183]AGENCY–HOW IT CAN BE CREATEDDuties of AgentRIGHTS OF AGENTSAUTHORITY OF AN AGENTRATIFICATION [SEC. 196]TERMINATION OF AGENCYEffects of Termination [Sec. 208]
Chapter 13 E-Contracts
INTRODUCTIONE-CONTRACTSTYPES OF E-CONTRACTS1. Electronic Data Interchange2. Shrink-wrap Contract3. Click-wrap Contracts4. Browse-wrap Contracts5. Other Forms of E-ContractsLEGAL REGIME FOR GOVERNING E-CONTRACTSThe Legislative FrameworkKey ProvisionsCHALLENGES WITH E-CONTRACTS1. Jurisdiction Issues2. Governing Law3. Capacity to Contract4. Data Protection
PART 5 SALES OF GOODS ACT, 1930
Chapter 14 Sales of Goods Act, 1930
INTRODUCTIONDEFINITION AND FEATURES OF A CONTRACT OF SALE OF GOODSContracts of Sale and Hire-purchaseContracts of Sale and Contract of Work and LabourModes of Price Fixation [Sec. 9(1)]Subject-matter of the Contract of SaleEffect of Destruction of GoodsEarnest MoneyStipulations Regarding Time for PerformanceDocuments of TitleConditions and WarrantiesExpress and Implied – Conditions and WarrantiesImplied WarrantiesDoctrine of Caveat Emptor “Buyer Beware”ExceptionsTransfer of PropertyConsequences of Transfer of PropertyExceptions to the RuleRules Regarding Transfer of PropertyAscertainment of Parties’ Intentions [Sec. 20–24]Sale of Specific GoodsSale of Unascertained Goods [Sec. 18]Sale of Goods on Approval [Sec. 24]General RuleExceptionsPERFORMANCE OF CONTRACT OF SALEDeliveryModes of DeliveryRules as to Delivery of GoodsAcceptance of Delivery by BuyerRights of an Unpaid SellerTYPES OF UNPAID SELLER’S RIGHTSRights Against the Goods [Sec. 46(1)]Unpaid Seller’s Lien [Sec. 47]Right of Stoppage in Transit [Sec. 50]Rights Against the Buyer PersonallyBuyer’s Rights Against the SellerAuction Sale [Sec. 64]INTERNATIONAL SALE OF GOODSUN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG)Sphere of Application – Article 1–6Places of Business – Determining Factor for Foreign PartyReasons for India Not Signing CISGUNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS (PICC)Implementation of PICCRelation Between CSIG and UNIDROIT PICC
PART 6 CONSUMER PROTECTION ACT, 2019
Chapter 15 Consumer Protection Act, 2019
INTRODUCTIONSpecial Features of the Consumer Protection Act, 2019Consumer DefinitionGoods and Defect [Sec. 2(1)(i) and (f)]Service and Deficiency [Sec. 2(42) and 2(11)]Product Liability [Chapter VI]Forums for Redressal of Consumer Complaints (Chapter II and IV of the Consumer Protection Act, 2019)Establishment of the Central Consumer Protection Authority [Chapter III]Functions of the CCPA [Sec. 18]Powers of the CCPA [Sec. 19, 20, 21, 22]CCPA’s Active Role in Consumer ProtectionIntroduction of Mediation as a Method of Consumer Dispute Resolution [Chapter V]
PART 7 NEGOTIABLE INSTRUMENTS
Chapter 16 Negotiable Instruments
INTRODUCTIONHolder and Holder in Due CoursePRIVILEGES OF A HOLDER IN DUE COURSEInstrument is Free From All Defects
PART 8 INTELLECTUAL PROPERTY RIGHTS
Chapter 17 Intellectual Property Rights
INTRODUCTIONTYPES OF IPRsTrade SecretsBombay Dyeing and Manufacturing Co Ltd Vs Mehar Karan SinghPatent RightsPatent FilingPatent SpecificationObligation of Patentee After the Grant of PatentTrademarksTypes of TrademarksFunctions of TrademarksActs of Infringement to Be Instituted Before High Court [Sec. 134]Registration of a DesignRegistration and its EffectsCopyrightsImportant Definitions under Copyright Act, 1957 (as Amended in 2012)The Author(s) and Duration(s) for Various Types of Copyright WorkRights Available to the Copyright HolderException to Copyright InfringementGeographical Indications
PART 9 COMPETITION LAW
Chapter 18 Competition Law
IntroductionFeatures of Competition Act, 2002PROHIBITION OF CERTAIN AGREEMENTS, ABUSE OF DOMINANT POSITION AND REGULATION OF COMBINATIONSAnti-Competitive Agreements [Sec. 3]Abuse of Dominant Position [Sec. 4]Combination and Its Regulation [Sec. 5 and 6]Competition Commission of IndiaCompetition Appellate Tribunal [Sec. 53-A to Sec. 53-U]
PART 10 COMPANIES ACT, 2013
Chapter 19 Company and Its Characteristics
INTRODUCTIONCompany: Definition and NatureProhibition of Association or Partnership Beyond Certain Numbers
Chapter 20 Kinds of Companies and Formation of Company
INTRODUCTIONCharacteristics of a Private CompanyAdvantages of a Private CompanyCharacteristics of One Person CompanyAdvantages of a One Person CompanyPublic CompanyCharacteristics of a Public CompanyOther Forms of CompaniesCharacteristics of Companies Incorporated Under Sec. 8Characteristics of Foreign CompaniesConversion of Companies
Chapter 21 Formation of A Company
PROMOTIONThe PromoterLawImportant Points on a “Promoter”Liabilities of a PromoterIncorporation or RegistrationINCORPORATION OF CES – PROCEDURAL ASPECTSApplication for Availability of Name of Company [Sec. 4(4)]Memorandum and Articles of AssociationName ClauseRegistered Office ClauseObject ClauseLiability ClauseCapital ClauseARTICLE OF ASSOCIATIONRegistration of Articles
Chapter 22 Prospectus and Private Placement
INTRODUCTIONModes of Raising CapitalProspectusShelf Prospectus [Sec. 31]Red Herring Prospectus [Sec. 32]Abridged Prospectus [Sec. 2(1)]Civil Liability for Misstatement [Sec. 35]Criminal Liability for Misstatements in Prospectus [Sec. 34]
Chapter 23 Allotment of Securities
Allotment of Securities by CompanyGeneral Requirements of AllotmentStatutory Requirements of Allotment of Securities by Company
Chapter 24 Shares and Share Capital
Share CapitalKinds of Share CapitalShareCharacteristics of SharesKinds of SharesAlteration of Share Capital of Limited CompanyReduction of Share Capital [Sec. 66]Sweat Equity SharesBonus SharesEmployee Stock OptionFurther Issue of Share CapitalSHAREHOLDERS OR MEMBERSMember [Sec. 2(55)]Restriction on MembershipExpulsion of MembersDifferences Between Members and ShareholdersRights of MembersCessation of MembershipTRANSFER AND TRANSMISSION OF SHARESTransmission of SharesTime PeriodPenaltyDifference Between Transfer and Transmission of SecuritiesRefusal of Registration and Appeal Against Refusal [Sec 58]
Chapter 25 Calls and Forfeiture of Shares
INTRODUCTIONCall on SharesForfeiture of SharesSurrender of Shares
Chapter 26 Company Management
DIRECTORSNumber of DirectorsResidence of DirectorWoman DirectorAppointment of DirectorsPunishmentDirectors Appointed by Small ShareholdersFirst DirectorsAdditional DirectorAppointment of Alternate DirectorAppointment of Directors by NominationAppointment of Directors in Causal VacancyProportional Representation for Appointment of DirectorsProvisions Relating to Fresh Appointment of DirectorsIndependent DirectorsWho Are Independent Directors?Appointment of Independent DirectorsTerm of Independent DirectorsPowers of Board of DirectorsStatutory Restrictions on the Powers of Board [Sec. 180]Duties of Directors [Sec. 166]Vacation of Office of Director [Sec. 167]Resignation of Director: Sec. 168 and Rule 15, 16Removal of Directors [Sec. 169]Remuneration of DirectorsCase Study: Lessons to be Learned from the Chanda Kochhar Case
Chapter 27 Meetings of Board of Directors and Committees of The Board
Meetings of BOD [Sec. 173]QuorumCommitteesMEETINGS AND RESOLUTIONSAnnual General Meeting [Sec. 96]Extraordinary General Meeting [Sec. 100]Quorum of Meetings [Sec. 103]Chairman of Meetings [Sec. 104]Proxies [Sec. 105]Restriction on Voting Rights [Sec. 106]Voting by Show of Hands [Sec. 107]Voting Through Electronic Mode [Sec. 108]Demand for Poll [Sec. 108]Postal Ballot [Sec. 109]ResolutionsResolutions Requiring Special Notice [Sec. 115]Satyam Case
Chapter 28 Borrowing Powers and Debentures
BorrowingDebenturesFeatures of DebenturesKinds of DebenturesOn the Basis of ConvertibilityOn the Basis of SecurityOn the Basis of RedeemabilityOn the Basis of RegistrationDebenture Redemption ReserveDebenture Trust DeedAppointment of Debenture Trust DeedDuties of Debenture TrusteesRemedies of Debenture Holders and Penalties
Chapter 29 Dividends
Transfer of Unpaid Dividend to Unpaid Dividend Account [Sec. 124]Investor Education and Protection Fund [Sec. 125]Punishment for Failure to Distribute Dividends [Sec. 127]
Chapter 30 Corporate Social Responsibility and Class Action Suits
INTRODUCTIONDefining Corporate Social ResponsibilityCorporate Social ResonsibilitySec. 135–A MilestoneCSR ActivitiesCSR CommitteePenaltyClass Action SuitsClass Action SuitsSatyam’s Case: Indian Investors and US InvestorsClass Action Suits under Companies Act, 2013
Chapter 31 Majority Rule and Minority Rights: Prevention of Oppression and Mismanagement
Majority Powers and Minority RightsThe Principle of Non-interference (Rule in Foss Vs Harbottle)Exceptions to the RulePrevention of Oppression and MismanagementPrevention of OppressionPrevention of Mismanagement [Sec. 398]
Chapter 32 Winding Up
WINDING UP BY TRIBUNALProceedings Which Are PendingVoluntary Liquidation Under Insolvency and Bankruptcy Code, 2016Pre-liquidation ProcessProcedure of Voluntary Liquidation
Copyright

Content preview from Legal Aspects of Business

CHAPTER 9 QUASI CONTRACTS

Introduction

Quasi-contracts (or implied contracts) are a creation of courts on just and equitable equitable grounds. These fictitious contracts are not actual contracts, but a legal substitute formed to enforce equity between two parties. These are those situations where contract ought to have been formed and the court finds it appropriate to create an obligation upon a non-contracting party to avoid injustice and to ensure fairness. The principle is that circumstances of unjust enrichment must be aligned with concept of restitution. In quasi-contracts, the plaintiff recovers from his loss in “Quantum Meruit”, a Latin term which means “as much earned” that is, the compensation would be extend owned these contracts. ...

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Legal Aspects of Business

by Rashmi Aggarwal

CHAPTER 9