III NOVICE INTRA MOOT COURT COMPETITION, 2020

Enrollment No: 2019080

MAHARASHTRA NATIONAL LAW UNIVERSITY, MUMBAI

III NOVICE INTRA MOOT COURT COMPETITION, 2020

IN THE HON’BLE CITY CIVIL COURT OF MEDITARRANEO

ORIGINAL JURISDICTION

UNDER SECTION 9 OF CODE OF CIVIL PROCEDURE, 1908.

IN THE MATTER OF

VERITAS CORPORATION ...................

Plaintiffs

V.
SOMEL ....................
Defendants

To,

Hon’ble Lordship and His Lordship’s Companion Justices of the City Civil
Court of Meditarraneo

MEMORIAL ON BEHALF OF THE PLAINTIFF

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MEMORIAL SUBMITTED ON BEHALF OF PLAINTIFFS

MEMORIAL ON BEHALF OF THE PLAINTIFF

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TABLE OF CONTENTS

LIST OF ABBREVIATIONS .................................................................................

INDEX OF AUTHORITIES.....................................................................................

STATEMENT OF JURISDICTION.........................................................................

STATEMENT OF FACTS ........................................................................................

ISSUES RAISED .......................................................................................................

a) Whether a binding contract for the sale of goods has been validly formed between the
parties at dispute?

b) Whether Veritas Corporation is right in asserting that the change in labour cost is a
result of an unforeseen event out of the control of Veritas Corporation.

SUMMARY OF ARGUMENTS ................................................................................

BODY OF ARGUMENTS .........................................................................................

1. THAT A BINDING CONTRACT FOR THE SALE OF GOODS HAS NOT

BEEN VALIDLY FORMED BETWEEN THE PARTIES TO DISPUTE?
a) That there was not an absolute and unqualifies acceptance to the offer made
for the contract at dispute.
b) That there was no consensus ad idem (meeting of minds) between the
parties at dispute.

2. VERITAS CORPORATION IS WRONG IN ASSERTING THAT THE

CHANGE IN LABOUR COST IS A RESULT OF AN UNFORESEEN EVENT
OUT OF THE CONTROL OF VERITAS CORPORATION.

PRAYER FOR RELIEF…………………………………………………………...

MEMORIAL ON BEHALF OF THE PLAINTIFF

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LIST OF ABBREVIATIONS:

ABBREVIATION FULL FORM

AIR All India Reporter

Hon’ble Honourable

Ltd. Limited

Mr. Mister

Mah LJ Maharashtra law Journal

Ors Others

S. Section

SCC Supreme Court Cases

V. versus

& And

SCR Supreme Court Reporter

Ed. Edition

Pvt. Private

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INDEX OF AUTHORITIES:

 STATUES
 The Indian Contract Act, 1872
 Code of Civil Procedure, 1908

 CASES CITED
 M/S. Vedanta Limited (Formerly ... vs M/S Emirates Trading
Agency Llc (2017) 13 SCC 243
 Alopi Prashad and Sons Ltd v Union of India (1960) SCR 793

 ITC Limited vs. George Joseph Fernandes and Anr (1989) 2 SCC 1
 Travancore Devaswom Board vs. Thanath International (2004) 13
SCC 44

 BOOKS REFERRED
 Law of Contract- Micheal Furmston
 Contract 1- K Vesava Rao

 LEXICANS AND DICTIONARY REFERRED

 Black's Law Dictionary (6th Ed. 1891) 
 Oxford English Dictionary, (2nd Ed. 2009)

MEMORIAL ON BEHALF OF THE PLAINTIFF

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STATEMENT OF JURISDICTION:

The Appellant most humbly submits this memorandum for the appeal filed before the City
Civil Court of Meditarraneo

by invoking jurisdiction under Section 9 of the Civil Procedure Code, 1908.

Section 9 of the Civil Procedure Code, 1908 reads as-

The Courts shall (subject to the provisions herein contained) have jurisdiction to try all suits
of a civil nature excepting suits of which their cognizance is either expressly or impliedly
barred.

All of which is urged in detail in the written submission and is submitted most

respectfully.

MEMORIAL ON BEHALF OF THE PLAINTIFF

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STATEMENT OF FACTS

1. The dispute involves two parties: Mr. Somel and Veritas Corporation. Veritas
Corporation is a wine company in Vinonia. It owns multiple vineyards. Veritas
Corporation is struggling to make a profit and is on the verge of bankruptcy and
desperately needs large orders. Mr. Somel is merchant of fine wines.

2. On 31 January, 2019, Mr. Somel sent an email to the CEO of Veritas Corporation
offering to purchase wine from Veritas Corporation. The offer specifically stated that:
i) Mr. Somel would purchase 10 barrels each of 3 different types of wines, that is,  30
barrels in total; ii) the price of each barrel would be 50 Vins only, that is, 1500 Vins in
total; iii) delivery was expected by 1 April, 2019; iv) if Veritas Corporation was to
accept the offer it must write back confirming the quantity and the time within which
the shipment would take place.

3. On 15 February, 2019, Veritas Corporation replied to Mr. Somel stating that he must
provide an address for delivery of the barrels within the next two weeks. Along with
that, Veritas Corporation added a condition to the original offer requiring that half of
the payment by Mr. Somel should be made via online transfer within the next two
weeks and the other half at the time of receipt of delivery. Another specific was added
to the original offer stating that Veritas Corporation would not be liable for any
damage caused to the good or any delay caused in delivery of the goods or the
inability to deliver goods on the account of an unforeseen event beyond its reasonable
control. Veritas Corporation did not confirm the quantity and the time within which
the shipment would take place.

4. On 21 February, 2019, Mr. Somel replied to Veritas Corporation providing the

address of his warehouse in Vinonia City for the delivery and a digital copy of the
receipt of the online transfer of 750 Vins, in good faith, so that Veritas Corporation

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accepting his offer becomes more likely. However, a month passed away but Veritas
Corporation did not respond to Mr. Somel.

5. On 21 March, 2019, Mr. Somel sent another email to Veritas Corporation to check
whether he would get his delivery. Veritas Corporation replied to Mr. Somel on the
next day saying that due to the nationwide labour strike and consequent labour
shortage in the vineyards there was a severe shortage in the number of barrels
produced and thus the price per barrel had increased to 75 Vins. A new offer was
made by Veritas Corporation to Mr. Somel according to which Mr. Somel could
either choose to accept a lower quantity of barrels for his payment of 1500 Vins or
pay the additional amount required for his original order of 30 barrels.

6. On 23 March, 2019, Mr. Somel replied to Veritas Corporation rejecting the proposal
and demanded the repayment of his 750 Vins as there was never a formal acceptance
of the original offer by Veritas Corporation in the first place and thus there was never
a valid contract.

7. On the same day, Veritas Corporation replied to Mr. Somel refusing the refund
claiming that there was a valid contract and the national labour strike and the
consequent increase in the price were an unforeseen event beyond the control of
Veritas Corporation. And Veritas Corporation would go ahead with the shipping of
the 30 barrels at the enhanced price.

8. Mr. Somel did not respond to the email sent by Veritas Corporation and yet Veritas
Corporation went ahead with the shipping of the 30 barrels at the enhanced price. The
barrels were sent to Mr. Somel despite there being no acceptance of the original offer
by Veritas Corporation and Mr. Somel not having accepted the new offer with the
enhanced price of each barrel. Veritas Corporation demanded the remainder of the
payment which was rejected by Mr. Somel. 

MEMORIAL ON BEHALF OF THE PLAINTIFF

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STATEMENT OF ISSUES:

1. WHETHER A BINDING CONTRACT FOR THE SALE OF GOODS HAS

BEEN VALIDLY FORMED BETWEEN THE PARTIES TO DISPUTE?

2. WHETHER VERITAS CORPORATION IS RIGHT IN ASSERTING THAT

THE CHANGE IN LABOUR COST IS A RESULT OF AN UNFORESEEN
EVENT OUT OF THE CONTROL OF VERITAS CORPORATION?

MEMORIAL ON BEHALF OF THE PLAINTIFF

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SUMMARY OF ARGUMENTS:

 ISSUE 1: A BINDING CONTRACT FOR THE SALE OF GOODS HAS BEEN

VALIDLY FORMED BETWEEN THE PARTIES TO DISPUTE.

a) It is humbly submitted before the Hon’ble court that the present case is maintainable
before the City Civil Court of Meditarraneo as the counsel in the aforesaid case for
the defendant humbly submits before the Hon’ble court that there was not a valid
acceptance for the offer presented by the defendant to Veritas Corporation thus in
accordance with sections and cases sited there was not a valid legal contract between
the parties at dispute. The defendant humbly submits that in accordance with Section
7 of The Indian Contract Act, 1872 an acceptance needs to be absolute and
unqualified. In light of the facts cited below there is unqualified acceptance to the
offer thus not constituting a legal contract.

b) The council also humbly submits that with no absolute and unqualified acceptance
there was no “meeting of minds” between the parties at dispute which is necessary for
a legal contract, again submitting that there was no formation of a valid legal contract
between the parties at dispute. The exchange of email which took place between the
parties at dispute which does not depict a valid offer and an acceptance too that offer.

 ISSUE 2: VERITAS CORPORATION IS RIGHT IN ASSERTING THAT THE

CHANGE IN LABOUR COST IS A RESULT OF AN UNFORESEEN EVENT
OUT OF THE CONTROL OF VERITAS CORPORATION.

a) The counsel humbly submits before the Hon’ble court that arguendo the
contract existed between the parties at dispute, Veritas Corporation is wrong in
changing the price (alteration the terms of the contract) as there is no grounds
of such change in the contract without the mutual assent of both the parties at
dispute. The council humbly submits that the Indian Contract Act does not

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enable a party to a contract to ignore the express covenants thereof, and to

claim payment of consideration for performance of the contract at rates
different from the stipulated rates, on some vague plea of equity.

b) The council humbly submits that the parties to an executory contract are often
faced, in the course of carrying it out, with a turn of events which they did not
at all anticipate. Yet this does not in itself affect the bargain they have made,
thus for the sake of arguendo even if we consider it an unforeseen
circumstance it does not resolve the party of its liability and is not a valid
reason to increase the price of the barrels.” The counsel thus humbly submits
before the Hon’ble court that as mentioned in the above argument that just
because the contract is more onerous, it does not give the party ground for
enhancement of price. Thus, Veritas Corporation is wrong in asserting that the
change in labour price was due to the unforeseen circumstances.

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ARGUMENTS ADVANCED

1. THAT A BINDING CONTRACT FOR THE SALE OF GOODS HAS NOT

BEEN VALIDLY FORMED BETWEEN THE PARTIES TO THE DISPUTE.
It is humbly submitted before the Hon’ble court that the present case is maintainable
before the City Civil Court of Meditarraneo as the counsel in the aforesaid case for
the defendant humbly submits before the Hon’ble court that there was not a valid
acceptance for the offer presented by the defendant to Veritas Corporation thus in
accordance with sections and cases sited below there was not a valid legal contract
between the parties at dispute. The counsel also humbly submits that with no absolute
and unqualified acceptance there was no “meeting of minds” between the parties at
dispute, again submitting that there was no formation of a valid legal contract between
the parties at dispute.
According to Pollock- “Every agreement and promise enforceable by law is a
contract”. It is also stated in Section 2(h) of The Indian Contract Act that “An
agreement enforceable by law is a contract.”

a) THAT THERE WAS NOT AN ABSOLUTE AND UNQUALIFIED

ACCEPTANCE FOR THE CONTRACT AT DISPUTE.
 It is stated in Section 2(b) of The Indian Contract Act 1872 that “When
the person to whom the proposal is made signifies his assent thereto,
the proposal is said to be accepted. A proposal, when accepted,
becomes a promise.”
 Section 7 of the Indian Contract Act defines the criteria for acceptance
as- “Acceptance must be absolute. —In order to convert a proposal
into a promise, the acceptance must—
(1) be absolute and unqualified;
(2) be expressed in some usual and reasonable manner, unless the
proposal prescribes the manner in which it is to be accepted. If the
proposal prescribes a manner in which it is to be accepted, and the
acceptance is not made in such manner, the proposer may, within a

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reasonable time after the acceptance is communicated to him, insist

that his proposal shall be accepted in the prescribed manner, and not
otherwise; but if he fails to do so, he accepts the acceptance.”
Somel made the offer to buy 10 barrels each of Veri Red, Veri White
and Veri Gold i.e. 30 barrels total, 10 of each type Somel also offered
to pay 50 Vins a barrel for total payment of 1500 Vins. Somel also
mentioned explicitly in the very first email that if Veritas Corporation
accepts this offer it must write back confirming the quantity and time
within which the shipment will take place, which would then qualify as
an absolute and unqualified acceptance. But the subsequent mail by
Veritas Corporation’s contained a thankful note to Somel, asking
Somel the address and the details of payment. Thus, Veritas’s not
replying the quantity and time of the shipment constitutes qualified as
an unqualified and partial acceptance.
 In M/S. Vedanta Limited (Formerly ... vs M/S Emirates Trading
Agency Llc1 the apex court said that “In the review application,
objections were specifically raised that the draft agreement did not
constitute a concluded contract, but was merely a communication of a
proposal and a counter proposal. It was also urged that alterations
had been made by the Appellant; both with regard to the quantity and
period of supply. There was no material on record to demonstrate that
any final agreement was arrived at between the parties thereafter. In
absence of a valid acceptance, no concluded contract had come into
being.” Veritas Corporation’s reply to the offer in the second mail
constituted as a partial acceptance to the offer made by Somel and as
mentioned in the above case the Apex Court says that in such absence
of a valid acceptance, no concluded contract would come into being.

1
(2017) 13 SCC 243

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b) THAT THERE WAS NO CONSENSUS AD IDEM (MEETING OF MINDS)

BETWEEN THE PARTIES AT DISPUTE.
 An agreement to form a contract must be in Consensus ad idem (the
intentions of the parties forming the contract sense). According to
Black's Law Dictionary (6th Edition) consensus ad idem means “a
meeting of minds”.
 The Hon'ble Supreme Court in the case of ITC Limited vs. George
Joseph Fernandes and Anr2, while emphasizing on the concept
of consensus ad idem, observed as follows: - “…..Neither party can
rely upon his own mistake to say that it was a nullity from the
beginning , no matter that it was a mistake which to his mind was
fundamental, and no matter that the other party knew that he was
under a mistake but a mistake to an essential and integral element in
the subject of contracts will avoid the contract”. Somel mentioned
explicitly in the very first email that if Veritas Corporation accepts this
offer it must write back confirming the quantity and time within which
the shipment will take place, which would then qualify as an absolute
and unqualified acceptance. Veritas Corporation did not do the same
and thus no absolute and unqualified acceptance took place which then
does not constitutes as consensus ad idem. The counsel for the
defendant thus humbly proves before the court that there was no
“meeting of minds” between the two parties at dispute.
 The counsel for the defendant thus humbly submits before the Hon’ble
court that in accordance with the sections and facts cited above there
was not an absolute and unqualified acceptance, also no meeting of
minds between the two parties thus not constituting a valid legal
contract between the two parties.

2
(1989) 2 SCC 1

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2. VERITAS CORPORATION IS WRONG IN ASSERTING THAT THE

CHANGE IN LABOUR COST IS A RESULT OF AN UNFORESEEN EVENT
OUT OF THE CONTROL OF VERITAS CORPORATION.

The counsel humbly submits before the Hon’ble court that arguendo the contract existed
between the parties at dispute, Veritas Corporation is wrong in changing the price (alteration
the terms of the contract) as there is no grounds of such change in the contract without the
mutual assent of both the parties at dispute.

 In Indian Law basically, the adjustment of contractual terms and condition on some
basis has not yet been recognized. The Hon’ble Supreme Court in Alopi Prashad’s
case and the like 3, the apex court held that “The Indian Contract Act does not enable
a party to a contract to ignore the express covenants thereof, and to claim payment of
consideration for performance of the contract at rates different from the stipulated
rates, on some vague plea of equity. The parties to an executory contract are often
faced, in the course of carrying it out, with a turn of events which they did not at all
anticipate--a wholly abnormal rise or fall in prices, a sudden depreciation of
currency, an unexpected obstacle to execution, or the like. Yet this does not in itself
affect the bargain they have made”. In the present disputed case, Veritas Corporation
replied in the fourth email that due to a nationwide strike of labour, Veritas
Corporation had to change the labour price. But just for the sake of arguendo even if
we consider nationwide labour strike an unforeseen circumstance, in light of the
above case even an unforeseen circumstance or a turn of events does not in itself
affect the bargain that the parties have initially made.
 In Travancore Devaswom Board vs. Thanath International4 the court held that “there
was no material on record to show, either by conduct or by implication, that the
contract had been varied and the enhanced prices were agreed upon”, the court
further held that “merely because the performance of a contract has become more
onerous it is not a ground for non-performance or enhancement of price.” The
counsel thus humbly submits before the Hon’ble court that as mentioned in the above
judgement that just because the contract is more onerous, it does not give the party
ground for enhancement of price. The above case also states that the enhanced prices
3
Alopi Prashad and Sons Ltd v Union of India (1960) SCR 793
4
(2004) 13 SCC 44

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needs to be mutually agreed upon between the two parties with some implication or
conduct by both the parties. Somel did not reply to Veritas Corporation’s proposal of
enhancement of price and thus did not signify his assent therefore. The counsel thus
humbly submits that there is no ground of enhancement of price. Thus, Veritas
Corporation is wrong in asserting the change in labour costs and subsequent alteration
of the contract.
 After discussing the concept extensively and ardently in the light of the concept of
altered conditions or the change in circumstances of the contract(after its formation
and before its conclusion)we reach to this conclusion that the change of circumstances
or the alteration in the conditions, leads only to the re-negotiations in the contract and
mutual agreement upon the new terms of contract, which did not happen in the
present disputed case. Now the thing that comes to mind is that, this solution suits to
the legal principals because it upholds the very principle of the “Pacta Sunt
Servanda” (i.e. agreements are to be kept and respected) as well as the “Principle of
Necessity of Compensation of Unwanted Loss” and also adheres to the theory of
“Equity and Justice”.

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PRAYER FOR RELIEF

Wherefore in the light of arguments advanced, authorities cited and facts mentioned the
Hon’ble Court may be pleased to adjudicate by issuing an appropriate direction or order that:

a) Decide the order in favour of the Defendant Somel in accordance with the Indian Contract
Act, 1872.

b) Veritas Corporation to return the money paid in advance due to good faith and officially
cancel the contract.

OR

The court may also pass any other or further order(s) as this Hon’ble Court may deem fit,

just and proper in the facts and circumstances of the case, in the light of justice, equity

and good conscience.

All of which is humbly submitted before the Hon’ble court.

Sd/-
Counsel for the Defendant - Somel.

MEMORIAL ON BEHALF OF THE PLAINTIFF