VIVEKANANDA INSTITUTE OF PROFESSIONAL STUDIES

VSLLS

LR & MOOT COURT AND LAW OF CONTRACTS –II

BEFORE

DISTRICT COURT OF CIVIL JUDGE, DELHI

KARAN ……………………………………………………PLAINTIFF

VERSUS

ARJUN …………………………………………………DEFENDANT

CASE CONCERNING WITH BREACH OF CONTRACT AND RELATED

ISSUES

SUBMITTED IN THE REGISTRY OF THE DISTRICT COURT

MEMORIAL FOR THE DEFENDANT

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 TABLE OF CONTENT

1. Index of Authorities...................................................................................... 3

2. Statement of Jurisdiction............................................................................... 5

3. Statement of Facts......................................................................................... 6

4. Issues raised................................................................................................... 8

5. Summary of Arguments................................................................................ 9

6. Arguments Advanced.................................................................................... 11

7. Prayer for relief.............................................................................................. 17

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 INDEX OF AUTHORITIES

Precedents: -
Pharmaceutical society of great Britain V. Boots Cash chemist
Bank of India V. O.P. Swarnakar
Harvey V. Facey
Paal Wilson and Co. v. Partenreederei, 1983
Hadley v. Baxendale, (1854)
Ajay Pal V. Shopon Marketing 2017

Statues:-
Indian Contract Act, 1872
Sale of Goods Act, 1930
Specific relief Act, 1963

Books:-
The Indian Contract Act by Sir Dinshaw F. Mulla (Lexis Nexis)
Contract and Specific relief by Avtar Singh (EBC publication)
Indian Contract Act by Dr. R.K. Bangia (Allahabad law agency)

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Websites:-
SCC Online.com
Lawplanet.com
Casemine.com
IndianKanoon.com

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 STATEMENT OF JURISDICTION

The plaintiff humbly submits this memorandum for the suit filed before this Honorable Court.
The suit concerning “breach of contract and related issues” is filed in the Court before the Civil
Judge in accordance with the section 6, section 9 and section 20 of the Civil Procedural Code,
where the court has the jurisdiction to decide all the matters referred to it for decision. Both the
parties shall accept the Court’s decision as final and binding and execute in good faith.

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 STATEMENT OF FACTS

1) Arjun, a resident of India bought few boxes of Lindt Chocolates from Switzerland and
decided to put them on sale at Rs. 1,000/- instead of Rs. 2,000/- by means of an
advertisement in a local newspaper of Delhi.

2) In the advertisement, he stated that there are only 100 boxes available and will be sold on
first come first basis and anyone interested in buying may email him at his email id,
[email protected] or visit his shop at Chor Bazar.

3) The advertisement appeared in the local newspaper on Sunday dated 07.05.2023 and
Karan saw the advertisement at 06:00 PM on same day and immediately mailed to Arjun
placing an order for 10 boxes of those chocolates.

4) Email was received by Arjun at 06:05 PM on Sunday. After receiving the email, he
realized that the discount offered by him was much higher and he was not making any

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 profit but had to suffer losses. So, on the next morning (Monday), he called the
newspaper company and asked them to issue another advertisement informing people that
the discount is no longer available.

5) It was published at 10:00 AM on Monday morning and delivered to Karan at 10:00 AM.
While Arjun reads the email at 10:45 AM and refuses to sell him the chocolates stating
that the discount is no longer available.

6) On this refusal, Karan filed a case in Civil Court for Breach of Contract and sought
damages to the tune of double the actual prices of chocolates ordered.

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 STATEMENT OF ISSUES

1) Whether there was a contract between Karan and Arjun, as per Indian Contract Act,
1872?

2) Whether there was a breach of Contract by Arjun?

3) Whether Karan is entitled for the relief of damages, as prayed for, to the tune of double
the actual prices of chocolates ordered?

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 SUMMARY OF ARGUMENTS

1) Whether there was a contract between Karan and Arjun, as per Indian
Contract Act,1872?

Karan and Arjun never entered into an agreement according to the Indian Contract
Act,1872. The essential conditions of an agreement were never fulfilled i.e., the
acceptance to the offer. Hence, there was no valid contract formed.

-Kirti Siwan, 14317703822, II-C

2) Whether there was a breach of Contract by Arjun?

Based upon prior investigation of facts and statutes, it is evident that there was no
contract formed between the parties. If there was no contract, the question of whether
there was a breach of the same contract is immaterial.

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 -Sangyan Goel, 14417703822, II-C

3) Whether Karan is entitled for the relief of damages, as prayed for, to the tune
of double the actual prices of the chocolates ordered?

The facts of the case reflect that there was no actual contractual binding between both the
parties ,as it was an invitation to offer.

Even if considering the existence of a contractual obligation. With regards to sec 73 of

Indian Contract Act there was no actual damage caused to the plaintiff.
The demand for compensation For double the actual price of chocolate is base less with
regards to remoteness of damage.

-Arindam Prakash, 14517703822, II-C

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 ARGUMENTS ADVANCED

1) Whether there was a contract between Karan and Arjun, as per Indian
Contract Act, 1872?

According to the Section 2(h) of the Indian Contract Act,1872 which says:

“An agreement enforceable by law is a contract.” There must be an agreement to form a

valid contract.

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And to form a valid agreement there has to be an offer and acceptance to that offer which
forms a promise. This is provided under Section 2€ of the Indian Contract Act,1872
stating that:

“Every promise and every set of promises forming the consideration for each other, is an
agreement.”

In the present case, the Defendant published an advertisement in the local newspaper for
the sale of chocolates stating the price. According to Section 2(a) expressing the
willingness to enter into an agreement is an essential element of a valid offer. An
advertisement is considered as an Invitation to Offer, because the person publishing it
does not express his final willingness but only proposes certain terms on which he is
willing to negotiate. Even though certain terms are quoted. It was held in the case of,
Harvey v. Facey that “mere statement of the lowest price at which the vendor would sell
contains no implied contract to sell at that price to the person making the inquiry.”

In another case, Partridge v. Crittenden it was held that “A classified advertisement with
certain price or terms, not to be held as offer to sell.”

It is clear that when the plaintiff placed the offer to the Defendant for buying the
chocolates, he actually made the offer to buy them.

The next essential element for an agreement is the acceptance to the offer.

According to the Section 2(a) of the Indian Contract Act,1872 it is the discretion of the
offeree to accept or reject the proposal made by offeror.

Under Section 2(b) of the Indian Contract Act,1872 an offer becomes promise when it is
accepted by the offree.

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 If we study the facts of the case, the acceptance to the offer was never communicated to
the offeror and it never became a promise, which is essential to have an agreement.
Hence, there was no valid contract formed.

(Kirti)

2) Whether there was a Breach of contract by Arjun?

It was held in the case of, Harvey v. Facey that “mere statement of the lowest price at
which the vendor would sell contains no implied contract to sell at that price to the person
making the inquiry.”

In another case of Pharmaceutical Society of Great Britain versus boots cash chemist, it
was held that goods displayed in a shop are not a form of direct offer which awaits
acceptance, rather it is mere invitation to offer subject to the conscience of the seller, in
this case, Arjun.

The question of breach of contract is secondary in the present scenario as the material
question is whether there was a contract to begin with. This is thoroughly answered that
there was no origination of any contract and hence, the question of breach of contract is
immaterial. Even if this question warrants an answer, then it must be in the negative i.e.
there was no breach of contract by Arjun.

A proposal must also be distinguished from an invitation to offer. Before parties enter
into a contract, usually preliminary negotiations take place between them. In order to
ascertain whether a particular statement amounts to an offer or an invitation to offer, the
test would be the intention with which such a statement is made. Does the person who

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 makes the statement intend to be bound by it as soon as it is accepted by the other or he
intends to do some further act before he becomes bound by it. In the former case it
amounts to a proposal and in the latter it amounts to an invitation to offer. In the present
case the inviter retains to himself the right to do some other act (accept or reject) before
he is bound by its acceptance.

In Bank of India V. O.P. Swarnakar, the difference between offer and invitation to offer
is explained. By the strictest definition and the most reasonable way, Arjun couldn’t have
breached any contract whatsoever.

In Ajay pal V. Shopon marketing, an invitation of this nature, if it is not intended to be

binding, is known as an ‘invitation to treat.”

If it is contended that the conduct of the seller i.e. Arjun was somewhat to induce Karan
to believe that the ad was a offer, it would be an invalid contention. This was decided in
the Paal Wilson and Co. v. Partenreederei, 1983, that the conduct is to be in a certain. In
the present case, there was no intention of Arjun to create a legal relationship with Karan.

(Sangyan)

3) Whether Karan is entitled for the relief of damages, as prayed for, to the tune
of double the actual prices of the chocolates ordered?

As per the facts of the case Arjun decided to put the chocolates for sale at
Rs. 1000/- instead of Rs. 2000/-, by issuing an advertisement in the local
newspaper of Delhi. In the advertisement, it is further stated that there are
only 100 boxes available and it will be sold on a first come first basis. It
further states that anyone who is interested in buying the chocolates may
email him on his email id, or visit his shop located at Chor Bazar.

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Therefore defendant had given an invitation to offer and the onus to accept
and enter into the contract was on none other than the defendant. As the
plaintiff didn’t enter into a contract with the defendant he can’t claim
damages for such a breach of contract which was in an actual sense not
entered into by both parties.

A key point to consider Is whether Karan has suffered any quantifiable loss
or damages as a result of the breach. Karan placed an order for 10 boxes of
Lindt chocolates at the advertised discounted price of Rs. 1000 per box.
However, it is important to note that Karan did not make any payment or
incur any expenses at the time of placing the order. Therefore, it is not
possible to establish substantial financial loss or damages incurred by Karan.

Even the remedy asked by the plaintiff has no base. In sec 73 of Indian
contract act the key principles of section 73 based on the leading case
Hadley v. Baxendale, (1854). This case has laid down two rules: (1) General
damages and (2) Special damages (General damages are for the loss which
arises naturally in the usual course of things from the breach of contract.
Special damages are for the loss which arises on account of the special
circumstances of the plaintiff) Special damages are not recoverable unless
special circumstances were made known to the defendant at the time of the
formation of the contract.

The facts were : The plaintiff, an owner of a mill, delivered a broken

crankshaft to the defendant a common carrier to take to a manufacturer, to
copy it and make a new one. The carrier delayed delivery of the shaft

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beyond a reasonable time, as a result of which the mill was idle for a longer
period than it should have been necessary. The plaintiff did not make known
to the defendant carrier that delay would result in a loss of profits. The Court
said that the special circumstances of the case were not made known to the
defendants. Therefore, the plaintiffs could not recover anything for loss of
profit due to the closure of the mill. In delivering judgment, Alderson J., laid
down the rule: “Where two parties have made a contract which one of them
has broken, the damages which the other party, ought to receive in the
respect of such breach of contract should be such as may fairly and
reasonably be considered either arising naturally.

Therefore in this case the remedy for such compensation can’t be provided
for any remote and indirect loss of damage.Altogether the demand for
damages of double the actual price of chocolate is totally unjustified

Sec 73 also mentions

a. The loss to be ascertained is the loss at the date of the breach of
contract
b. In the case of a contract of sale, where the goods are available in the
market, it is the difference between the market price on the date of the
breach and the contract price which is the measure of damages

Therefore even if considering that the contract has been performed the
damage claim should not exceed 10000.

(Arindam)

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 PRAYER

In the light of the facts stated, issues raised and arguments advanced, it is therefore
humbly prayed that the Hon’ble Court may be pleased to pass a judgement and a
decree against the plaintiff and in favour of the Defendant and graciously adjudge
and declare as under:

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 1) The Petition filed by the plaintiff is frivolous and immature and hence, same
must be dismissed.

2) The Defendant must be compensated by appellant for all the legal procedural
expenses incurred by the former.

3) The Hon’ble court may be pleased to pass such further or any other order as
the Hon’ble court may deem fit and proper in the light of justice, equity and
good conscience.

For this act of kindness, the plaintiff as in duty bound shall forever pray.

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