Foundations of Indian Contract Law

This new volume analyses the central doctrines and concepts of Indian contract law and provides guidance on the interpretation of the Indian Contract Act 1872 by examining its historical, philosophical, and comparative foundations.

Featuring contributions from practitioners and academics from around the world, the book follows a methodology carefully calibrated to address the shortcomings in traditional Indian contract law scholarship. The primary presuppositions of this methodology are that: (a) the answers to many difficult questions of Indian contract law can be found in the history of the Contract Act; and (b) while it is difficult to understand the Contract Act other than against the backdrop of the common law, one should not assume that Indian contract law mirrors the common law on all difficult points. Each chapter therefore pays close attention to the legislative history of the relevant provision(s) of the Contract Act.

Based on a holistic analysis of the Contract Act's drafting history and its current interpretation, Foundations of Indian Contract Law is a carefully crafted volume providing the input needed to influence the Indian courts' approach to contract law, inform meaningful legislative reform, and, more broadly, catalyse a culture of critical scholarship on Indian private law.

Formed of 24 chapters and a conclusion by Professor Hugh Beale (former Commercial Law and Common Law Commissioner at the Law Commission of England and Wales), the volume presents an authoritative exposition of a branch of the law that is of considerable interest and great practical importance for practitioners, scholars, and students interested in Indian contract law.

KV Krishnaprasad, Barrister, One Essex Court,Niranjan Venkatesan, Barrister, One Essex Court,Shivprasad Swaminathan, Professor and Dean, Shiv Nadar School of Law, Shiv Nadar University,Umakanth Varottil, Professor, Faculty of Law, National University of Singapore

KV Krishnaprasad is a barrister at One Essex Court. He is ranked as a leading junior in commercial litigation and civil fraud and has appeared at all levels in the English Courts, including the Court of Appeal and the Supreme Court. Before he was called to the bar, He researched and taught law at the University of Oxford. He has several publications on English and Indian private law. His work on restitution has been cited with approval by the English Court of Appeal and his book on the subject is due to be published by Hart in 2024.Krishnaprasad holds an undergraduate degree from the National Law School of India University and the BCL, MPhil and DPhil from the University of Oxford.

Niranjan Venkatesan is a barrister at One Essex Court, London. He was named Legal500 Junior of the Year for 2023 and nominated for C&P Commercial Litigation Junior of the Year 2023. He is regularly instructed as sole advocate in complex cases, often against silks; and he has vast appellate experience, having appeared on numerous occasions in the UK Supreme Court and the Court of Appeal in cases involving complex questions of law. Before coming to the Bar, Niranjan read and taught law at the University of Oxford, where he was a Vinerian, Eldon and Rhodes scholar. He is also called to the Indian Bar and practised there for two years. He holds an undergraduate degree from the National Law School of India University, Bangalore and the BCL and DPhil degrees from the University of Oxford.


Shivprasad Swaminathan is Professor and Dean of the Shiv Nadar School of Law, Shiv Nadar University, Chennai. He got his undergraduate law degree from Indian Law Society, Pune before going on to read for B.C.L (with Distinction) at St. Catherine's College, Oxford; and D. Phil in Law (Jurisprudence), at Balliol College, Oxford, where he was a Clarendon Scholar. He teaches Jurisprudence and Contract law for which he has won several teaching excellence awards. His work has been published in leading journals including: Cambridge Law Journal, Modern Law Review, Legal Theory and Oxford Journal of Legal Studies.


Umakanth Varottil is a Professor at the Faculty of Law, National University of Singapore. He specializes in corporate law and governance, mergers and acquisitions, and corporate finance. While his work is generally comparative in nature, his specific focus is on India and Singapore. He has co-authored or co-edited several books, published articles in international journals, and founded the IndiaCorpLaw Blog. Prior to his foray into academia, Umakanth was a partner at a pre-eminent law firm in India. During that time, he was also ranked as a leading corporate/mergers and acquisitions lawyer in India by the Chambers Global Guide.

Table of Cases
Table of Legislation
List of Abbreviations
List of Contributors

PART I. GENERAL THEMES
1. History and Drafting of the Indian Contract Act 1872
Warren Swain
2. Legislative Design and the Codification Project
Jeannie Marie Paterson and Elise Bant
3. Contractual Interpretation
Goh Yihan
4. Migration of the Indian Contract Act 1872: The Case of Malaysia
May Fong Cheong
PART II. CORE CONCEPTS
5. Formation
Stelios Tofaris
6. Consideration
Nigam Nuggehalli and Ragini Surana
7. Parties and Assignment
Shantanu Naravane
8. Incapacity and Its Consequences
Neel Maitra
9. Coercion, Undue Influence, and Unconscionability
Shivprasad Swaminathan and Veda Singh
10. Fraud, Misrepresentation, and Mistake
KV Krishnaprasad
11. Illegality
Thomas Sebastian and Aman Ahluwalia
12. Restraint of Trade in India: Reason (Un)restrained?
Zhong Xing Tan and Umakanth Varottil
13. Performance, Breach, and Termination
Mihir Naniwadekar
14. Frustration
Nilima Bhadbhade
15. The Duty of Good Faith
Manasi Kumar and Poorna Mysoor
16. Damages
Katy Barnett
17. Stipulated Sums and Limitation Clauses
TT Arvind
18. The Action for the Agreed Sum and Specific Performance in Indian Law
Niranjan Venkatesan
19. Rescission of Contracts Voidable for Lack of Free Consent
Steven Elliott KC and Divya Behl
PART III. SPECIAL CONTRACTS
20. Indemnity and Guarantee
Wayne Courtney
21. Bailment and Pledge
Gail Pearson
22. Shareholder Agreements in India: An Unsettled Jurisprudence
Nemika Jha and Vikramaditya S. Khanna
23. Contracting with the State
Chintan Chandrachud
PART IV. CONCLUSION
24. Concluding Remarks
Hugh Beale
Index