Professional Documents
Culture Documents
Contract: every argument and promise enforceable at law between the two persons or
parties that specifies the terms and conditions of the agreement. Similarly there are two
type of contract i.e . . . . Social agreement and the other is legal contract
Contract act: contract act of 1872 are prevailing in Pakistan for commercial contracts
and it come into force on the September 1st. 1872 in the sub content
It consist 238 sections details are as follows (5 parts)
1) Sections 1-75. general principles governing all types of contracts
2) Section 76-123. stands repealed(to withdraw a law or show flexibility)
3) Section 124-147 contract of indemnity and guarantee
4) Sections148-181 contracts of bailment and pledge.
5) Section 182-238 contracts of agency
Agreement: every promise forming the considerations foe one another is called as
agreement
(Contracts based on agreements)
Enforceability: an agreement that is recognized by the law or court of law is known as
enforceability
Offer or proposal
When one person signifies his willingness to another person to do or to abstain from
doing any thing with a view to obtain the assent of other, is known as offer or
proposal. The person making the offer is known as offeror. While the person to whom
the offer is made is called as the offeree.
Essentials of a valid offer:
1. it may be express or implied : an offer may be made by spoken or written words
or by the conduct of the parties .
2. it must create legal relations: if an offer does not create legal
relations/obligations between the parties . It is not a valid offer according to law.
3. Must be definite and clean: the terms and conditions of on offer must be clear
and definite to both the parties.
4. It may be specific or general: an offer may be made to a particular person and
the offeree (specified) will accept it while it may be made open to the general
public through newspaper etc.
5. it must be communicated to the offeree : an effective offer should be
communicated to the offeree for an acceptance or rejection. If the offeree does not
perform his role according to law.
6. It should not contain negative condition: an offeror cannot say that if the
acceptance is not made to certain date/time the offer would be presumed to be
accepted.
7. It must be subject to any terms and condition by the offeror.
8. It must not contain cross offer: when two parties make similar offer to each
other, in ignorance of each other offer such offer is not acceptable.
Performance of a contract
Performance: of a contract means the fulfillment of legal obligation created under the
contract by both the promiser and promisee.
Mode of performance:
According to section 5o, the performance of any promise may be made
in the manner which the promise prescribes or sanctions (permission). The promisor must
perform the promise according to the terms of the contract and the instructions of the
promisee. He has no right to adopt the other method for performance but should follow
the instruction of the promise.
Note: strongest party in a promise is always promise.
Breach of a contract:
When a party breaks the contract by refusing to perform his promise, the breach of
contract take place. The following remedies are available to the aggrieved party against
the guilty party
Contract of indemnity
Definition: A contract where one person promises to compensate the other from the
loss, which may arise due to the conduct of the promisor himself.
A contract of indemnity is made in order to protect the promisee against the
anticipated (expected) loss. E.g. the contract of insurance. Here we have two parties’
i.e.
A. Indemnifier: the person who promises to make good the loss, also called
promisor.
B. Indemnity-holder: the person whose loss is to be made good also called
promisee.
Contract of Guarantee
A contract to perform the promise or discharge the liability of a third person in case of his
default. It is made with the purpose of enabling a person to get loan or goods on credit
etc. it may either oral or written. Here we have three parties.
a) Surety: the person who gives the guarantee, also called the guarantor.
b) Creditor: the person to whom the guarantee is given also called lender.
c) Principal debtor: The person, for whom the guarantee is given, also called
borrower.
Contract of bailment:
According to section148 a bailment is the delivery of goods by one person to another, for
some purpose, upon a contract that they shall when the purpose is accomplished be
returned, or otherwise disposed off, according to the directions of the person delivering
them, the person delivering the goods is known as the bailer. The person to whom the
goods are delivered is known as the bailee.
Note: here only possession is transferred not the ownership.
Note: mere custody means short time custody …. This is not including in contract of
bailment.
Sale out of goods by bailee according to direction of bailee is called as disposed off.
Duties of Bailer
• Duty to disclose faults: a bailer is bound to disclose to the bailee all those faults
in the goods bailed which are known to him and if he fails to do so he will be
liable to pay such damages to the bailee arising from such faults.
• Duty to repay necessary expanses: where the goods are to be kept by the bailee
for the bailer, it is the duty of the bailer to repay all necessary expanses incurred
by the bailee for the purpose of bailment.
• Duty to repay extra ordinary expanses: it is the duty of the bailer to repay all
necessary expanses as well as extra ordinary expanses, if any incurred by the
bailee regarding the goods bailed.
• Duty to indemnify for demanding back: if the bailee who has sent goods foe
specified time, asks the bailee to return the goods before the specified time, he
must indemnify bailee for the loss caused to him in excess of the benefit already
enjoyed by the bailee from such goods
• Duty to indemnify for defective title: when the title of the bailer to the goods is
defective and as a result the bailee suffers a loss .the bailer is responsible to
indemnify the bailee.
• Duty to receive back the goods: if the bailer refuses the take delivery of goods
at proper time the bailee can claim compensation for all necessary expanses
incurred in connection of safe custody.
Notes: extraordinary expanses …accidental expanses
Necessary expanses …. Routine expanses.
Duties of Bailee:
➢ Duty to take reasonable case: in all cases of bailment the bailee is bound to take
as much care of the goods bailed to him as a man or ordinary prudence would take
of his own goods of the same nature in quality.
➢ Duty not to make unauthorized use: if the bailee makes unauthorized ude of the
goods bailed, he is liable to make compensation to the bailer for any damage
arising to such use.
➢ Duty not to mix the goods: the bailee should not mix his own goods with those
of the bailee without the bailer’s consent.
➢ Duty to return the goods: it is the duty of the bailee to return the goods
according to the bailee to return the gods according to the bailer direction as soon
as the time for which they were bailed has expired or the purpose has been
accomplished.
➢ Duty to return increase: the bailee is bound t o deliver to the bailer any natural
increase or profit which may have accrued from the goods bailed.
Termination of bailment:
i. Expiry of time: the bailment terminates after the expiry of specified time.
ii. Accomplishment of purpose: the bailment terminated as soon as the specified
purpose is accomplished.
iii. Unauthorized use: if the bailee does any act that is unauthorized by the bailer the
bailment may be terminated by the bailer even though the term of the bailment
does not expire or purpose has not been accomplished.
iv. On death: a bailment is terminated by the d4eath of either bailer or the bailee.
v. Termination by bailer: a bailment can be terminated by the bailer at any time,
ever before the stated time. If the termination causes no loss to the bailee.
vi. Destruction of subject matter: a bailment is terminated when the subject matter
of the bailment is destroyed.
Contract of Agency
An agent is a person employed to do any act for another or to represent another in dealing
with third persons. The person for whom such act is done, or who is so represented is
called the principal. While the person who acts on behalf of another or who has been
delegated the authority is called agent. Agency creates only when one person acts as
representative to the other in business dealing in order to create contractual relations
between the other and the third person.
Essentials of agency
a. Agreement: the creation of agency is the result of an agreement between the
principal and the agent/employee. It may be expressed or implied.
b. Contractual capacity: the principal as well as the agent must be competent to
contract. It means a minor (below legal age) or a person of unsound mind cannot
be as agent or principal/manager/original owner.
c. Consideration not necessary: the fact that principal is agreed; to be represented
by the agent is sufficient detriment (means enough loss) to the principal to support
the contract.
d. Intention: the agent must have intention to act on behalf of the principal when the
agent enters into a contract on behalf of himself then the principal will not be
liable.
Creation of agency
Duties of agent:
• Duty to follow principal’s directions: the agent must act with in the scope of the
authority given to him. If he does not act according to the directions given by the
principal he will be liable for any loss sustained by the principal.
• Duty to work with reasonable skill and diligence: if the agent does not work
with reasonable skills and diligence he must compensate his principal in respect
of loss arising there from.
• Duty to render accounts: it is the duty of an agent to keep true accounts
regarding all the property or money, belonging to his principal. He should also
produce then to his principal on demand.
• Duty to communicate in difficulty: it is the duty of an agent, to use reasonable
diligence in communicating with his principal and in seeking to obtain his
instructions.
• Duty on termination of agency: when an agency terminates due to the death or
insanity of principal the agent must take reasonable steps for the protection of
interests for the representative of late principal.
• Duty not to deal on his own account: in case an agent deals on his own account
in the business of agency, without obtaining proper permission of his principal,
the principal may reject the transaction.
• Duty not to make any secret profits: an agent should not make any secret profits
out of his agency, he must pay to his principal all amounts received by him on
behalf of his principal.
• Duty not to delegate authority: an agent must not delegate his authority to
another person but perform the work of agency himself provided that where the
principal has permitted, or where by the ordinary custom of trade a sub-agent can
be appointed (I.e. in stock exchange a head broker can hire other sub-agent).
Duties of principal
○ Duty to indemnify the lawful acts: the principal is bound to indemnify the agent
against the consequences of lawful acts done by such agent in exercise of
authority.
○ Duty to indemnify for acts done in good faith: if the agent does the acts in good
faith the principal is liable to indemnify the agent against the consequences of
acts, though it causes an injury to the right of the third person.
○ Duty to indemnify for injury caused by principal neglect: the principal must
make compensation to his agent in respect of injury caused to such agent by the
principal’s neglect.
Termination of agency
The law relating to sales of goods is contained in the sale of goods act 1930. The
act contains 66 sections; it is implemented on 1st July 1930.
A contract whereby the seller transfer or agrees to transfer the property in goods
(ownership) from the seller to the buyer is known as contract of sale.
a) Buyers and sellers: there should be two parties to a contract of sale i.e. the buyer
and seller; similarly a partner may buy the goods from the firm in which he is a
partner and vice versa.
b) Transfer of property: property here means the ownership. A mare transfer of
permission of the goods cannot be termed as agree to transfer the property
(ownership) in goods to the buyer.
c) Goods: the subject matter of the contract of sale must be moveable property. Thus
every kind of moveable property except actionable claim (a debt due from one
person to another) and money comes under contract of sale.
d) Price: the consideration in contract of sale must be the price when goods are sold
or exchanged to other goods; the transaction is barter, and not a contract of sale of
goods.
Note: also called as agreed price, consensus price or equilibrium price.
e) Sale and agreement to sell: contract of sales includes both sale and agreement to
sell where the property in the goods is transferred from the seller to the buyer, at
the time of making the contract (on the spot), is called contract of sale while
where the transfer of ownership in goods is to take place in future time or subject
to some condition, therefore to be fulfilled (future contract), is called an
agreement.
f) Other formalities: all other essentials of a valid contract like capacity of the
parties, free consent, and legality of the object that should be there in a contract of
sale. If may be oral or in writing.
Kinds of goods
• Existing goods: the goods which are physically in existence and in seller
ownership or possession, at the time of entering a contract of sale is known as
existing goods. It can be divided into following kinds.
a. Specific goods: the goods which are identified and agreed upon at the time
of contract of sale are called specific goods.
b. Ascertained goods: those goods which are identified only after the
formation of contract of sale, called as ascertained goods.
c. Unascertained goods: those goods which are identified and agreed upon by
the parties, the goods are called as unascertained goods.
• Future goods: the goods which a seller does not possess at the time of contract but
which will be manufactured produced or acquired by the seller after making the
contract of sale.
• Contingent goods: these are like future goods in this case; the acquisition by the
seller depends upon an uncertain contingency (may or may not). The ownership
does not pass to buyer at the time of contract, like future goods.
Condition
A condition is a stipulation essential to the main purpose of the contract, the breach of
which gives the aggrieved party a right to repudiate (cancel) the contract itself.
Warranty
A warranty is a stipulation collateral (minor) to the main purpose of the contract, the
breach of which gives the aggrieved party a right to sue for damages only and not to
avoid the contract itself. It is of secondary importance.
Warranty
Unpaid seller
The seller of goods is deemed (consider) to be an unpaid seller if we have the following
two condition i.e.
When the whole of the price is not been paid or tendered (payable in future)
When a bill of exchange or other negotiable instrument (transferable instruments) has
been received as a conditional payment and the same has been dishonored.
• Sue for price: where the buyer has the ownership in goods and he refuses to
pay the price according to the terms of the contract, the seller can sue the
buyer for price.
• Sue for damages for non-acceptance: where the buyer refuses to accept and
pay for goods, the seller may sue him for damages for non-acceptance; the
seller can recover damages only.
• Sue for specific damages and interest: where the parties are aware of such loss
at the time of contract the unpaid seller can recover interest at a reasonable
rate on the total unpaid price of goods sold, from the time it was due until it is
actually paid.
Negotiable instruments:
Negotiable instruments mean a written document transferable by delivery
to other person. A negotiable instrument is a promissory note, bill of
exchange OR check payable either to order or bearer.
Negotiable instruments Act of 1881 comes into force on 1st of March
1882.
Bill of exchange
It is an instrument in writings containing an unconditional order,
signed by the maker (creditor), directing a certain person to pay on
deemed or at a fixed
These notes are just covering 13 weeks.