• Company and Shareholders Agreement: Are Shareholders Agreements Binding?

    In the past two decades, shareholders agreements have become important instruments of corporate governance. The agreements have to be distinguished from the company, which itself is a contract. The case involved the Northern Ireland brick-making company, Tyrone Brick Limited, which had five shareholders-four individuals and a bank that financed the company. Each individual owned 10% of the allotted shares and the bank owned the remaining 60%. The shareholders and the company entered into an agreement which statedthat the authorised share capital of the company could not be increased without the written consent of all the parties. A decade later, without seeking the written consent of a shareholder, the company issued a notice for a meeting of the company to pass a resolution to increase its authorised share capital. A shareholder, who was a party to the shareholders agreement, disputed that the company could not convene the meeting in violation of the shareholders agreement.
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  • Sanctity of Oral Agreements: MWB Business Exchange Centres Ltd v Rock Advertising Ltd

    The founding principle of contracts is the freedom of the parties. The parties are free to choose their terms and follow any modality of communication, oral or written. As they can freely make a contract, they can freely modify or unmake it. Written contracts have a clause, No Oral Modification Clause (NOM Clause), precluding oral modifications of the contract. Irrespective of it, business persons make oral agreements modifying the contract, and later, dispute its validity. If the parties are free to contract, why should the oral agreement not be binding? In a NOM Clause then, ineffective? The United Kingdom Supreme Court, in MWB Business Exchange Centres Ltd v Rock Advertising Ltd, explores this fundamental question on contract law.
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  • The Airport Authority of India Case: Public Corporations and the Fundamental Rights

    The Fundamental Rights, guaranteed by the Constitution of India, are very substantive rights. The rights, however, are available only against the State as defined in Article 12 of the Constitution. The definition of State includes the Union and States' legislatures and executive. The meaning of these terms is clear and definite. The last entry in the definition is Other Authorities. This term has been subject to judicial interpretations. The Airport Authority of India Case was a landmark judgement expanding the scope of Other Authorities. It formulated that a public corporation, which was an instrumentality or agency of the government, should be considered as Other Authority.
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  • Are Non-profit Organisations Subject to the Fundamental Rights? The Case of the Board of Cricket Control in India

    The case discusses the issues related to Zee Tele Films Limited's claims that the Board of Cricket Control of India was "state" and could act arbitrarily in the award of telecasting rights. The "state" as defined in Article 12 includes "other authorities", and these are subject to the constitutional limitations. The right to equality requires them to not act arbitrarily. A body which is an instrumentality or agency of the government is "other authority". The term has been subject to judicial interpretation. The Supreme Court, by a majority judgement, in the Zee Tele Films Case ruled that the Board is not "other authorities" within Article 12 of the Constitution.
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  • Do the Fundamental Rights Apply to Non-profit Societies?: The Ajay Hasia Case

    Ajay Hasia and few others failed to secure admission to Regional Engineering College, Srinagar. They challenged before the Supreme Court that the admission process was arbitrary and violative of the Fundamental Right of equality in Article 14 of the Constitution. The right, however, is available only against the 'state' as defined in Article 12. The definition of 'state' includes 'other authorities. The term 'other authorities' has been subject to judicial interpretation and come to include instrumentality or agency of the government. The Ajay Hasia Case consolidated the developing law and formulated that not only the bodies created by an Act but also bodies created under a law, like societies under the Societies Registration Act can be 'other authorities'.
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  • Online Pricing Mistakes

    Online stores sell thousands of products and services. Despite all care, mistakes can get made. These mistakes can have severe implications for the seller. A contract once formed is normally binding on the parties. The seller gets bound to sell at the mistaken price. Can an online seller get out of the contract on the ground that the price was a mistake? The only court judgement on the theme is Chwee Kin Keong v. Digilandmall.com Pte Ltd, a judgement of the Singapore High Court. With reference to the judgement, the case explores pricing mistakes by online stores.
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