Contractual Agreements

Understanding Contractual Agreements

Most commercial disputes are traceable to a document. Either there was no written agreement, or there was one and it did not deal with the situation that arose, or it dealt with it in terms nobody read until it mattered. Drafting work is unglamorous for exactly that reason: its value shows up as the disputes that did not happen.

The work in this section covers the agreements a business needs — with customers, suppliers, employees and partners — together with the ongoing advisory support that keeps them current. Registration of firms and companies, and tax compliance, sit alongside this work and are dealt with in the firm's other practice areas.

Matters covered and detailed guidance

• Corporate Lawyer
• Contract Drafting
• Partnership Deed
• Employment Agreements
• Vendor and Service Agreements
• Business Retainer

Documents to prepare

Bring the records that explain your situation. The precise documents depend on the facts; the following is a starting point.

• Agreements, deeds, notices or orders relevant to the matter
• A dated account of the events and the parties involved
• Correspondence, acknowledgements and payment records
• Earlier proceedings, filings and advice where available
• Original documents for verification when requested

How a matter is assessed

The first step is to identify the issue, the relevant documents and the result you need. The applicable law, available procedure, responsible authority and any time-sensitive requirements are then considered on those facts.

Advice, document preparation, correspondence and representation are different tasks. The scope of any engagement is discussed before work begins. No outcome can be promised, and an initial enquiry does not create an advocate–client relationship.

Common questions

We have been working on purchase orders and emails. Do we need a written agreement?

Purchase orders and emails can form a binding contract, so the question is not whether you have an agreement but whether you have one that covers what matters — payment terms, liability, termination and how disputes are resolved. A short, clear master agreement usually costs less than one dispute about what was agreed.

Can a contract stop an employee from joining a competitor after leaving?

Restraints on trade after employment ends are treated restrictively under the Indian Contract Act, 1872, and a general post-employment non-compete is difficult to enforce in India. Confidentiality and non-solicitation obligations stand on different footing. Agreements should be drafted with that distinction in mind rather than copied from foreign precedents.

Does an agreement need to be on stamp paper?

Instruments attract stamp duty under the schedule applicable in the State, and the amount depends on the nature of the document. An improperly stamped instrument can face difficulty when it is produced in evidence. The correct stamping for the specific document should be confirmed before execution.

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