Contract II Notes | B.A. LL.B. (Five Year Course) Semester 8 | Mumbai University | munotes

Contents

Module I

1. How This Paper Is Built, and the Four Acts It Runs On 1
2. Forms of Business Organisation, and How One Is Chosen 6
3. The Partnership Act Sits on Top of the Contract Act 12
4. What a Partnership Is: The Definition and Its Four Essentials 18
5. Partnership Is Not Created by Status 24
6. How a Court Decides Whether a Partnership Exists 29
7. Partnership Distinguished from Co-ownership, a Company, a Club and a Joint Family Business 35
8. Kinds of Partnership, and Kinds of Partner 40
9. The General Duties of Partners, and the Duty to Indemnify for Fraud 47
10. The Partnership Deed, and How the Partners' Own Contract Works 53
11. The Mutual Rights and Liabilities of Partners 60
12. The Property of the Firm, and What May Be Done with It 67
13. Personal Profits Earned by a Partner, and Rights After a Change in the Firm 74
14. A Partner Is the Agent of the Firm 81
15. The Implied Authority of a Partner 88
16. A Partner's Authority in an Emergency, and How an Act Binds the Firm 95
17. Admissions by a Partner, and Notice to a Partner 102
18. The Liability of Partners to Outsiders 108
19. The Firm's Liability for a Partner's Wrongful Acts and for Misapplication 114
20. Holding Out 120
21. The Transferee of a Partner's Interest 126
22. A Minor Admitted to the Benefits of Partnership 132
23. The Incoming Partner 140
24. Retirement and Expulsion of a Partner 147
25. Insolvency of a Partner, and the Estate of a Deceased Partner 155
26. What an Outgoing Partner May Do, and What He May Claim 162
27. Dissolution of a Firm, and Dissolution of Partnership 170
28. Compulsory Dissolution, and Dissolution by the Court 176
29. Winding Up After Dissolution 184
30. Settling the Accounts Between Partners 192
31. Return of Premium, Rescission for Fraud, Sale of Goodwill, and Restraint of Trade 199
32. Registering a Firm: Why, Where and How 208
33. Keeping the Register Correct, and the Register as Evidence 217
34. The Effect of Non-Registration 226
35. Public Notice: When It Is Needed, and How It Is Given 236

Module II

1. Why Parliament Made the Limited Liability Partnership Act 243
2. An LLP Is a Body Corporate, and the Partnership Act Does Not Apply to It 249
3. Who May Be a Partner, and How Many There Must Be 256
4. Designated Partners 264
5. The Incorporation Document, and Incorporation by Registration 273
6. The Registered Office, and What Registration Does 281
7. The Name of an LLP 288
8. Publishing the Name and the Limited Liability 296
9. The LLP Agreement, and the Relationship of Partners 302
10. When a Partner Ceases to Be One 310
11. A Partner Is the Agent of the LLP, and Not of the Other Partners 320
12. The Extent of the LLP's Own Liability 327
13. The Extent of a Partner's Liability, and Holding Out 334
14. Unlimited Liability in Case of Fraud 342
15. Whistle Blowing 350
16. Contribution: Its Form, and the Obligation to Make It 356
17. Accounts, Audit, Standards and the Annual Return 363
18. False Statements, the Registrar's Powers, Compounding and Penalties 372
19. A Partner's Transferable Interest 382
20. Investigation into an LLP's Affairs 389
21. Conversion into an LLP 399
22. Foreign LLPs, Compromise, Arrangement and Amalgamation 408
23. Winding Up and Dissolution 418
24. A Partner's Own Dealings with the LLP, and When the Companies Act Is Borrowed 426
25. Special Courts, Offences and the Adjudication of Penalties 435
26. Electronic Filing, the Registration Offices, the Schedules and the Rules 448
27. An LLP Compared with a Partnership Firm, and with a Company 459

Module III

1. The Sale of Goods Act, and What It Took from the Contract Act 472
2. The Vocabulary of the Act 480
3. A Contract of Sale, How It Is Made, and Sale against Agreement to Sell 490
4. Sale Distinguished from Hire Purchase, and from Four Other Transactions 500
5. The Goods: Existing, Future and Contingent, and What Happens If They Perish 511
6. The Price 521
7. Stipulations as to Time 531
8. Condition and Warranty 539
9. The Implied Conditions as to Title, Quiet Possession and Freedom from Encumbrance 549
10. Sale by Description, and Sale by Sample 558
11. Caveat Emptor and Its Exceptions 567
12. Excluding the Implied Terms, and What 'Reasonable Time' Means 578
13. Why the Passing of Property Matters 588
14. Passing of Property in Specific Goods 598
15. Passing of Property in Unascertained and Future Goods 607
16. Goods Sent on Approval, and Reservation of the Right of Disposal 616
17. Sale by a Person Who Is Not the Owner 626
18. The Duties of Seller and Buyer, and What Delivery Is 639
19. The Rules as to Delivery 649
20. Delivery of the Wrong Quantity, and Delivery by Instalments 661
21. Examining, Accepting and Refusing the Goods 671
22. Who Is an Unpaid Seller, and What Rights He Has 682
23. The Seller's Lien 692
24. Stoppage in Transit 702
25. Resale by the Unpaid Seller 714
26. The Seller's Suits Against the Buyer 725
27. The Buyer's Remedies Against the Seller 735
28. Auction Sale 745

Module IV

1. The Four Special Contracts, and the Section MU's Syllabus Names by Mistake 754
2. The Contract of Indemnity 762
3. The Rights of the Indemnity Holder When Sued 770
4. The Contract of Guarantee, and How It Differs from an Indemnity 779
5. Consideration for a Guarantee 787
6. The Surety's Liability 794
7. Continuing Guarantee, and How It Is Revoked 801
8. Discharge of a Surety by Variance, and by Release of the Principal Debtor 809
9. Discharge by Composition, Giving Time, or a Promise Not to Sue 818
10. Discharge by the Creditor's Act or Omission 826
11. When a Guarantee Is Invalid 834
12. The Surety's Rights Against the Principal Debtor 843
13. Subrogation, and the Surety's Right to the Creditor's Securities 851
14. Co-Sureties 859
15. What Bailment Is, and Its Kinds 868
16. The Duties of a Bailor 877
17. The Care a Bailee Must Take 886
18. Unauthorised Use, and Acts Inconsistent with the Bailment 894
19. Mixing the Bailor's Goods with the Bailee's 901
20. Returning the Goods, and What Happens If They Are Not Returned 909
21. Increase and Profit from the Goods Bailed 917
22. Re-delivery to a Bailor Without Title, and Third Party Claims 924
23. The Finder of Goods 932
24. The Bailee's Particular Lien 941
25. The General Lien 949
26. Suits Against a Wrong-Doer, and How the Compensation Is Divided 957
27. What a Pledge Is 964
28. The Pawnee's Rights 972
29. Default, Sale and Redemption 980
30. Pledge by a Person Who Is Not the Owner 989
31. What Agency Is 998
32. Who May Be a Principal, and Who May Be an Agent 1006
33. How an Agency Is Created, and Kinds of Agent 1014
34. The Extent of an Agent's Authority, and Authority in an Emergency 1022
35. Sub-Agents and Substituted Agents 1031
36. Ratification 1042
37. The Duties of an Agent 1052
38. An Agent Who Deals on His Own Account 1062
39. The Rights of an Agent 1071
40. The Agent's Right to Be Indemnified, and to Be Compensated 1080
41. Termination of Agency 1089
42. The Principal's Liability on the Agent's Contracts 1101
43. The Undisclosed Principal 1111
44. The Pretended Agent, and Fraud or Misrepresentation by an Agent 1121
45. The Whole Paper in One Pass 1130