All contracts are agreements but all agreements are not contract ?

Introduction:

According to section 2(h) of The Indian Contract Act 1872 “An agreement
enforceable by law is a contract”. It means those agreements are enforceable
by law they are contracts others not. For example, an agreement to sell a bike
may be a contract, but an agreement to go to the movie may be a mere
agreement not enforceable by law. To go to a movie is a social agreement and
social agreements are not enforceable by law.

What is an agreement?

According to section 2(e) of The Indian Contract Act 1872 “Every promise and
every set of promises, forming the consideration for each other, is an
agreement”. We can understand this definition by an example, A promises to
deliver his book to B, and in return, B promises to pay 1,000 to A. There is said
to be an agreement between A and B.

All contracts are agreement

  • We know that when an agreement enforceable by law is a contract. A contract
    is an agreement that is enforceable by law. It is an agreement or set of
    promises giving rise to obligations that can be enforced or are recognized by
    law. In order to become an agreement into a contract, it has to satisfy all the
    essentials of a valid contract as mentioned in section 10 of the Indian Contract
    Act 1872.
  • Section 10 of this act says, “All agreements are contracts if they are made by
    the free consent of parties competent to contract, for a lawful consideration
    and with a lawful object, and are not hereby expressly declared to be void”.

The essentials of a valid contract:

  1. There must be two parties.
  2. The agreement should be between the parties who are competent to
    contract.
  3. There should be a lawful consideration.
  4. The object of the agreement must be lawful.
  5. There should be free consent between the parties.
  6. The agreement must not be one that has been expressly declared to
    be void.

All agreements are not contracts

  • An agreement is a set of promises. Section 2(e) of The Indian Contract Act
    1872 says, “Every promise and every set of promises, forming the
    consideration for each other, is an agreement”. In an agreement, there is a
    promise between both parties. For example, A promises to deliver his book
    to B, and in return of B promises to pay Rs. 1,000 to A. there is said to be an
    agreement between A and B. After acceptance of the offer/proposal it
    becomes a promise, promise is the result of offer acceptance.
  • Thus, when there is a proposal/offer from the proposer and the acceptance of
    that proposal by the propose it results in a promise. Promise and reciprocal
    promise from promisor and promisee form an agreement.
  • Hence, we can conclude only commercial agreements where parties are
    intending to shoulder responsibility upon each other and when they are
    entering into an agreement keeping in mind that in case of breach of
    agreement terms by one of the parties, the aggrieved party may go to court
    against the party who breaches the terms and compel him by the process of
    law to pay compensation as decided.

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Company Law Notes: Incorporation, Capital, Directors, and More

We are excited to release comprehensive Company Law Notes on our website. Whether you’re a student preparing for exams or a professional brushing up on the basics, these notes cover all the important aspects of company law, from incorporation to protecting minority shareholders. Here’s a breakdown of what you can expect:

What’s Covered in the Notes?

1. Introduction to Incorporation

  • Definition of a company and how it differs from partnerships.
  • The historical development of companies.
  • An overview of the types of companies, including chartered, statutory, and registered companies.
  • Classification of companies (unlimited, limited by guarantee, limited by shares).

2. Formation of a Company

  • The role and duties of promoters.
  • Pre-incorporation contracts and their legal implications.
  • The step-by-step process of registering a company, including necessary documents and the certificate of incorporation.

3. Consequences of Incorporation

  • The concept of separate legal personality and its effects on liability, property ownership, and contractual capacity.
  • The veil of incorporation and when it can be lifted (by statute or common law).

4. The Corporate Constitution

  • Detailed explanation of the Memorandum of Association and its clauses, including how it can be altered.
  • The Articles of Association, their legal effect, and how they work together with the Memorandum.

5. Capital and Shares

  • Understand the nature of shares and share capital.
  • The different classes of shares (preference and ordinary).
  • Key concepts like issue, allotment, and transfer of shares.
  • Capital maintenance and methods of returning capital to members, including share reduction and repurchase.

6. Meetings and Resolutions

  • A complete guide to shareholders’ meetings (AGM, EGM) and resolutions (special, ordinary, extraordinary).
  • Shareholder rights, notice, quorum, voting, and meeting procedures.

7. Directors

  • How directors are appointed, their qualifications, and when they may vacate office.
  • Powers and duties of directors, and the regulations governing their actions.

8. Majority Rule and Minority Protection

  • The rule in Foss v Harbottle and its rationale.
  • Mechanisms for protecting minority shareholders.
  • Remedies for unfairly prejudicial conduct and just and equitable winding up.

These notes are designed to simplify complex legal concepts, providing clear explanations and examples. Download the full notes now and enhance your understanding of company law!

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