NUJS MOOT INTERNALS

BATCH ROUND FOR FIRST YEARS

(2019-2020)

MOOT PROPOSITION

The Office

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 Preface
Let’s Have Fun!
You all await the mooting season; with excitement, and the hope to ace
the internals. But, step back a little. What would you say to your friends
after you are done with a successful trip, a nice movie, or a chilling
session in your hostel? “We had fun” Approach the internals with the
same intent.

This is not a way to tell you to just be laid back and let things happen.
No one proclaims mooting to be a cakewalk and it is not. You will have
bouts of insanity when you get no headway in the arguments, searing
headaches when you are tired of convincing your friend that what you
are suggesting is the correct argument, your spine might possibly give up
sitting in the library wading through obscure books and staring into the
laptop screen at 4 am in the morning. If this was not enough, you will
also have seniors who seemed really friendly till now, tearing apart your
arguments in discussions and speaking practices. All of this, will happen.

If you can wade through all of the above, you may get an excellent rank.
But, all of this is unimportant if you cannot enjoy the process itself. If
you can come out of that courtroom, gently nod your head, have a smile
on your face, and tell your friends “I had fun”, you have enjoyed the
process. That is the most important thing. Go, have fun!

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 STATEMENT OF AGREED FACTS

1. CLAIMANT is DUNDER MIFFLIN PAPER COMPANY, INC., an industry leader which specializes
in the sale of office supplies and technology (paper products, ink cartridges, print technology
etc.,) through business-to-business transactions. In the summer of 2018, MICHAEL SCOTT
PLC., the erstwhile parent company, divested itself of all its shares in CLAIMANT due to a
disagreement. The market pundits anticipated that this sudden divestment would lead to a
downfall in the market share of CLAIMANT which anyway operates in a small profit-margin
industry. However, a brilliant team lead by Ms. S.A Mirani, from PAM & CO. law firms,
ensured that CLAIMANT retained its market share and continued to grow.
2. DEFENDANT is SABRE INDIA PVT. LTD., a small-to-medium sized manufacturer of print
machines. It is a start-up company which seeks to capture the printing industry in India by
investing in the development and marketing of multifunction high-quality printers. As part of
its marketing strategy, the DEFENDANT, along with the sale of office supplies and technology
to ultimate consumers, also provides them with personal services, for the purpose of regular
servicing of the products sold and free repair in the case of minor malfunctions (not involving
the replacement of parts). This has been a huge selling point, encouraging customers to
purchase DEFENDANT’s products and accompanying services.
3. 3 years ago, DEFENDANT through Mr. Nard Dog (the COO & Regional Manager) entered into
an agreement with Mrs. Big Tuna, (head of sales CLAIMANT), wherein CLAIMANT would
share its sophisticated technology and export various print products customized for use in the
ATHLEAD 2016 & ATHLEAD 2018 printer models of DEFENDANT. The specially crafted paper
and ink products optimized print quality, enhanced printer speed, and sidestepped paper jams,
making the ATHLEAD series the most reliable and best-selling printer for business and
personal use in Mumbai.
4. Armed with the success of ATHLEAD, DEFENDANT now desired to expand its business to the
industrial sector and was seeking out new customers. To offer tailor-made products to the
prospective customers, on 1 January 2019, DEFENDANT contacted CLAIMANT to make
customized products and share technology for developing a new series of industrial printers
under the tag “WUPHF”. The R&D and production of WUPHF was expected to make it the
fastest and cheapest printers in the Indian market. During the pre-contractual negotiations,
Mr. Kevin Malone, the chief financial strategist of DEFENDANT advised Mr. Nard Dog
against heavily investing in WUPHF so early in the game, as it would lead to a liquidity

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 crunch post production [Annex-I]. However, Mr. Nard Dog was excited in this new endeavor
and went ahead in signing the long-term ‘Sale and Purchase Agreement of 1 February 2019’
[“SPA”; Annex – II].
5. On 1 July 2019, CLAIMANT delivered conforming products for the first printer model as under
the contract to DEFENDANT, and attached an invoice totaling 9,986,000USD exclusive of
taxes. On 2 July 2019, DEFENDANT accepted delivery and effected payment of the invoice
price from BOB VANCE’S BANK, MUMBAI [“BVM”] to the CLAIMANT’s bank- ‘BOB VANCE’S
BANK, SLOUGH’ [“BVS”].
6. On 6 July 2019, CLAIMANT notified DEFENDANT that only a total of 9,286,000USD was
credited in the account of CLAIMANT, as there was a total deduction of 7% on the transferred
amount for international transaction fees [3.5% by BVS and 3.5% by BVM]. CLAIMANT
requested DEFENDANT to make the payment of the outstanding sum “ASAP as possible”. On
16 July 2019, DEFENDANT reverted by asserting that it had fully discharged its payment
obligation as per the contract and owed no outstanding dues to CLAIMANT.
7. On 17 July 2019, CLAIMANT responded by contending that the parties had instead intended
DEFENDANT to bear the transaction fees under the contract. Apart from relying upon
commercial feasibility and business intent, it attached an illegally recovered telephonic
conversation that took place between Mr. Dwight K. Schrute, the newly appointed Assistant
to the Regional Manager of DEFENDANT and Mrs. Angela Schrute, the head of party planning
committee and head of innovations in CLAIMANT for evidence. [Annex-III]. As there was no
reply from DEFENDANT, CLAIMANT sent another reminder on 23 July 2019.
8. On 29 July 2019, DEFENDANT answered by attaching evidence of previous instances wherein
CLAIMANT had made the payment [ANNEX-IV], and rather claimed that from the facts and
circumstances surrounding the contract, it was evident that CLAIMANT was to bear the
transaction fees. Mr. Nard Dog also sent an email to the personal account of Mrs. Big Tuna
asserting that he feels betrayed and his trust on her is broken. Mrs. Big Tuna replied
personally to personal mail by saying, “Aw, come on, Baby Wawa, don’t be such a
baby”…you’re gonna be surprised by how ugly it gets, you don’t even know my real name- I
am the fucking lizard king!”
9. On 29 July 2019, CLAIMANT asked its personnel (Mrs. Angela Schrute) sent to India under
Clause 18 of SPA to return immediately. This delayed the sharing of technical know-how and
the training of DEFENDANT’S employees so that they are equipped to deal with installation,
possible malfunctions and repair. Availability of this technological know-how was essential
to proper provision services by DEFENDANT to its customers. Thus, DEFENDANT was not able

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 to deliver the first batch of products to its customers on time, since it was not in a position to
provide the accompanying services of free installation and demonstration.
10. As a result, a few customers cancelled the orders that they had placed with DEFENDANT and
for other remaining customers, DEFENDANT was forced to renegotiate the price in order to
retain business. DEFENDANT also lost several prospective customers who had shown interest
in DEFENDANT’s upcoming line of products. When word got out about the delay in delivery
of goods and services to their competitors, they became skeptical about the ability of
DEFENDANT to enter the industrial sector.
11. DEFENDANT informed CLAIMANT that it had caused huge losses to them by failing to
adequately perform its obligations under SPA. It wrote an email saying, “Your adamant
behavior and refusal to perform your end of the bargain has caused us immense losses. You
will be held responsible for all these losses, including the loss of anticipated profits.”
12. Resultantly, on 30 August 2019, pursuant to Clause 21 of the SPA, CLAIMANT initiated
arbitration proceedings against DEFENDANT. On 1 September 2019, DEFENDANT contended
that CLAIMANT has not followed the multi-tiered dispute resolution mechanism as expressly
provided for in Clause 21 of the SPA; and in any case, CLAIMANT owes DEFENDANT damages
for the loss of anticipated business from its prospective customers.
The arbitral tribunal shall decide the case based on the following limited arguments made by the
parties:
CLAIMANT:
1. THE TRIBUNAL SHOULD NOT REFER THE PARTIES TO FIRST SETTLE THEIR DISPUTE THROUGH

NEGOTIATION

2. THROUGH THE FACTS AND CIRCUMSTANCES OF THE CASE, THE PARTIES INTENDED DEFENDANT TO
BEAR THE TRANSACTION FEES

3. THE DEFENDANT CANNOT CLAIM THE DAMAGES FOR THE LOSS OF ANTICIPATED BUSINESS FROM
PROSPECTIVE CUSTOMERS AS THE SAME WAS NOT FORESEEABLE AND THUS, REMOTE.

DEFENDANT:
1. THE TRIBUNAL SHOULD REFER THE PARTIES TO FIRST SETTLE THEIR DISPUTE THROUGH

NEGOTIATION

2. THROUGH THE FACTS AND CIRCUMSTANCES OF THE CASE, THE PARTIES INTENDED CLAIMANT TO
BEAR THE TRANSACTION FEES

3. THE LOSS OF ANTICIPATED BUSINESS WAS A RESULT OF THE DELAY CAUSED BY THE CLAIMANT
AND CAN BE RECOVERED. THE SAID LOSS CANNOT BE SAID TO BE UNFORESEEABLE.

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 ANNEX – I [DIARY OF KEVIN MALONE]

IM SO HUNGRY!!

15 January 2019 Pointers

• Conference call meeting fixed with Dunder Mifflin as Mr. Dog is interested in expanding customer base and tapping
newer markets- i.e., ‘industrial printer’ market. All heads of departments present- [Dog, Stanley, me] and [Tuna,
Angela and Erin (accountant) from Dunder Mifflin].
• Tuna excited at new business venture and wished us success with our plans of expansion. Tuna agrees on basic
principles of cooperation, quotes a price of 9,986,000 USD per printer model. But Dog feels it’s too expensive. I tried
negotiating the cost of contract by pointing that the venture would become risky for us as at such high price considering
our liquidity will undergo a strain immediately post the development phase, i.e., bank balance would come down to
approx 1,300,000USD.
• Dunder Mifflin claimed that the offered price was already really competitive and though any reduction is not possible
for it will lead to losses, they will continuously strive to offer benefits to us. Further, principles from the previous
contract were agreed to be followed, so it won’t be as risky.
• Dog agrees by saying every business anyway carries certain risks but he has a good feeling about this venture. Parties
discuss the specifications of the paper products and the printer mechanics […not extracted…]
• Regarding our payment obligation, Dunder Mifflin suggested that unlike in previous contracts, the drawee and drawor
bank should be picked from the same company (i.e., Bob Vance’s Banks) so as to minimalize the foreign transaction fees.
We agreed and thanked Dunder Mifflin for this suggestion.
[….]

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 ANNEX- II [SPA]

THE SALE AND PURCHASE AGREEMENT

This SALE & PURCHASE AGREEMENT is executed as of 1 February 2019 by and between
DUNDER MIFFLIN PAPER COMPANY, INC., [DMPC] a company duly incorporated, having its
registered office in Slough, England and represented by Mrs. Big Tuna (Head of Sales)
AND
SABRE INDIA PVT. LTD. [SIPL] a company duly incorporated, having its registered office in
Mumbai, India and represented by Mr. Nard Dog (COO).
Collectively the “Parties”.

Whereas:
SIPL has decided to develop a new series of industrial printers- WUPHF for which DMPC will
share technology and produce conforming quality products and sell it the agreed price to SIPL
SIPL is planning to develop and purchase within the next 5 years, technology and products from
DMPC for its next generation print machines “WUPHF” to carry out an expansion by tapping into
the market for industrial printers.
The rights and obligations of the parties are to be in accordance with the interpretation and
practices followed in this contract
Each party is conscious about the risks and costs arising from their obligations
Each party undertakes to fully and timely discharge its obligation with best efforts and in good
faith to the full satisfaction of the other

[…]

Clause 5 Payment
1. The payment obligation arises when conforming goods are delivered to SIPL and
extinguishes upon confirmation of receipt by DMPC.
2. SIPL undertakes to deposit the final lump sum price into the sellers account via wire transfer
within 7 working days of the receipt of the invoice. SIPL undertakes to account the risks
arising from its payment obligation (e.g., delay in processing by the bank, compliance with
maximum transaction limit per day, etc.,) for an effective discharge of this duties.

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Clause 18 Knowledge Transfer
To facilitate the exchange of technical know-how, DMPC will co-locate personnel to SIPL’s place
of business for a period of six months, whereby DMPC’s personnel will provide technical and
production training to SIPL’s employees for them to understand the technology.

Clause 20 Choice of Law

This SPA is governed by the laws of India. The Tribunal may refer to UNIDROIT Principles, 2016
wherever applicable but to no other international legal instrument.

Clause 21 Dispute Resolution

Any dispute arising out of or in connection with this SPA including any question regarding its
existence, validity or termination, shall first be settled amicably and in good faith between the
parties. If no agreement can be reached each party has the right to initiate arbitration proceedings
within 120 days after the failure of negotiations between them. The Arbitral Tribunal shall consist
of three arbitrators, appointed in accordance with the NUJS MCC. The seat of arbitration shall be
in NUJS Kolkata, India.

1 February 2019
[Signature] [Signature]
Mr. Nard Dog Mrs. Big Tuna

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 ANNEX- III [Telephonic Conversation]

March 15 2019; 11:23am

Angela: Hi D!
Dwight: Good morning Monkey! I was just about to call you.
Angela: Listen! Dunder Mifflin has decided to send me to India to work
with your company in improving its technology. I will be there for
six months.
Dwight: Wow! That is so good to hear. I am sure we will greatly benefit
with your experience and expertise.
Angela: Yes, I am super excited, what did you wanna ask though?
Dwight: Oh! I was doing the math and figured that we have missed to
account for the international transaction fees in our selling price.
Just wanted to know if the burden of transaction fees will be borne
by you.
Angela: I really don’t know, but yeah from my understanding I think it
will be paid by us. I remember Erin has accounted for the transaction
fees with other clients in the past. But I am not sure.
Dwight: Yeah makes sense, cool. So, what are you doing tonight?
[…]

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 ANNEX- IV [Email Correspondence]

Subj: Re: Thank you & Congratulations

From: Big Tuna@dundermifflinofficial.com
To: Nard Dog@sabreindiaofficial.com
Date: 21 March 2016

Dear Mr. Dog,

It was such a great pleasure to partner with you in this journey. We sincerely hope
that ATHLEAD 2016 turns out to be a resounding success in the Indian market.
We, at Dunder Mifflin, look forward towards working with you in future.

Further, we would like to point out that the entire invoice price was not deposited
into our account as there was a deduction for international transaction fees.
However, our parent company – Michael Scott PLC has decided to take over the
burden of deduction as it gives them certain tax and banking benefits.

Congratulations & Warm Regards,

Big Tuna

Dunder Mifflin
Head of Sales

Subj: Re: Ex Gratia

From: Big Tuna@dundermifflinofficial.com
To: Nard Dog@sabreindiaofficial.com
Date: 19 March 2018

Dear Mr. Dog,

We are astounded at the success of the ATHLEAD 2018 model. Honestly, this has
been one of the most successful innovations for us. More than the financial benefits,
our partnership has brought us immense goodwill in the industry. As a token of
appreciation, you need not worry about the deducted transaction fees, we will bear
it.

Congratulations & Warm Regards,

Big Tuna

Dunder Mifflin
Head of Sales

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