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Def. Lex-O-Pedia
Can a Tenant Set Off the Security Deposit Against Lock-In or Balance Rent?
A lock-in clause fixing "rent for the balance of the lock-in period" is an exhaustive, capped remedy under Section 74, not a floor a landlord can add to. When the deposit can absorb it, and when no penalty is due at all.
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Def. Lex-O-Pedia
Are Clickwrap NDAs for Data-Room Access Enforceable in India?
A clickwrap NDA gating access to a virtual data room is a valid electronic contract under Section 10A of the IT Act, but its enforceability turns on clear terms, provable assent, verified identity and an unresolved stamp-duty question. The doctrine explained.
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Def. Lex-O-Pedia
Can a Company Reserve Sole Discretion to Settle Distributor Dues in Cash or Goods?
A termination clause letting the company alone decide whether a distributor's outstanding dues are settled in cash or in goods invites challenge under Section 23 of the Contract Act. Why unilateral settlement discretion fails the Brojo Nath Ganguly test, and how to redraft it.
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Def. Lex-O-Pedia
When Can a Party Withhold or Set Off Payments Under an Indian Service Agreement?
Indian law confines set-off and withholding to genuinely disputed, documented amounts. Section 59 of the Contract Act, mandatory MSMED interest, TDS mechanics and GST input-credit risk shape every payment clause in an Indian service agreement.
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Def. Lex-O-Pedia
Are Non-Compete Clauses Enforceable in India?
Section 27 of the Contract Act renders post-employment non-competes void no matter how reasonable, a rule reaffirmed in Varun Tyagi (2025). What remains enforceable: during-employment restraints, garden leave, non-solicitation and confidentiality.
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Def. Lex-O-Pedia
Are NDAs Enforceable in India, and What Happens on Breach?
An NDA binds in India as an ordinary contract; breach invites injunctions, damages and occasionally criminal process. But courts will not enforce vague, oppressive or disguised non-compete NDAs, and no NDA can silence a whistleblower. A map of the remedies, limits and exceptions.
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Def. Lex-O-Pedia
Is a Demand Promissory Note Compulsory to Enforce a Loan?
A demand promissory note is evidence of a debt, not a precondition to recovering it. How Indian courts treat the note as conditional payment, why the loan survives a defective note, and how a lender proves a loan without one.
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Def. Lex-O-Pedia
Can a Franchisor Terminate a Franchise Agreement for Convenience Under Indian Law?
India has no franchise statute, so a franchisor's exit rights live or die by the contract. When convenience termination is enforceable, what a valid notice must contain, and which post-termination obligations survive Section 27 of the Contract Act.
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Def. Lex-O-Pedia
Can an Organiser Refuse to Refund Event Fees When a Participant Is Medically Unable to Attend?
Blanket "fees once paid are non-refundable" policies are not the last word in Indian law. Section 56 frustration, the unconscionability doctrine and the Consumer Protection Act 2019 all bear on a participant who is medically unable to attend a paid event.
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Def. Lex-O-Pedia
Asset or Shares? How Should Cross-Border M&A Into India Be Structured?
Asset deal or share deal? In cross-border Indian M&A that one choice drives liability, tax, five layers of regulatory approval and the enforceability of every key clause. A 2026 playbook covering FEMA, CCI, SEBI, slump sales, indirect transfers, indemnities and arbitration.
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Def. Lex-O-Pedia
What Does Rigorous Contract Review Look Like in the Age of AI Drafting?
Effective contract review is a system, not an instinct: risk-tiered triage, position-based playbooks, structural audits of definitions and cross-references, and a new layer of verification for AI-generated drafts. A practice framework for commercial lawyers.
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Def. Lex-O-Pedia
Can a Company Audit Its Distributor and Recover Overpayments Under Indian Law?
India has no distributor-protection statute, so audit rights, clawback of overpaid amounts, default interest and claim deadlines all stand or fall on drafting. How Sections 72, 74 and 28 of the Contract Act and the three-year limitation period shape enforceable clauses.
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Singapore

SECC Holdings Pte Ltd v Helios PV (Asia Pacific) Pte Ltd (Sinohydro Corp Ltd (Singapore Branch), garnishee) [2024] SGHC 215

A tripartite agreement was formed on 10 March 2022, and the clause in question operated as a direct payment arrangement rather than an assignment of debt, allowing the judgment creditor to garnish the sum.

Sushant Shukla· ·13 min read
Singapore

Banque de Commerce et de Placements SA, DIFC Branch & Anor v China Aviation Oil (Singapore) Corporation Ltd [2024] SGHC 145

The court held that the contract between the defendant and the third party was not a sham or fraudulent transaction, and that the plaintiff failed to establish liability in deceit, negligent misrepresentation, breach of contract, unjust enrichment, or unlawful means conspiracy.

Sushant Shukla· ·18 min read
Singapore

Ang Hong Wei and others v Ang Teng Hai and another [2024] SGHC 14

The court held that where a contract is silent on the time for payment of a substantial sum, the law implies an obligation to perform within a reasonable time, and variations to such contracts must be supported by consideration.

Sushant Shukla· ·13 min read
Singapore

SCP Holdings Pte Ltd v I Concept Global Growth Fund and another matter [2023] SGHC 269

An agreement to agree is not a contract and is unenforceable. The court will set aside a statutory demand only if there are triable issues as to whether the debt is payable.

Sushant Shukla· ·12 min read
Singapore

Yamashita Tetsuo v See Hup Seng Ltd [2008] SGHC 21

The court held that the Deed of Settlement should be construed as a whole, and that clause 5.2, which stipulates that 75% of the SHSH Convertible Loan shall be repaid in cash, is the operative clause. The convertibility feature has intrinsic commercial value, and the 25% discount

Sushant Shukla· ·12 min read
Singapore

PT Tenar Indoam Oil Services v Third Wave Group Ltd [2008] SGHC 18

The court ruled that existing Agency Agreements did not automatically extend to new products. Instead, a separate Commission Agreement, established through oral communication and conduct, determined commission rates based on ex-Singapore pricing.

Sushant Shukla· ·13 min read
Singapore

MacarthurCook Property Investment Pte Ltd and Another v Khai Wah Development Pte Ltd [2007] SGHC 93

The court held that the Option terminated automatically on 31 January 2007 because the conditions precedent were not satisfied by the end of the Satisfaction Period, and that the respondent was also entitled to terminate the Option under cl 2.4(b) due to unsatisfactory conditions

Sushant Shukla· ·12 min read
Singapore

Tipper Corp Pte Ltd v JTC Corporation [2007] SGHC 67

A claim for negligent misrepresentation fails if the alleged representation is a statement of future intention rather than existing fact, and if the representee fails to prove the representation was made.

Sushant Shukla· ·14 min read
Singapore

LF Construction Pte Ltd v Yeo Pia Thian (trading as System Aluminium Works) [2007] SGHC 45

A formal contract entered into after work has begun can have retrospective and prospective contractual effect, and in the absence of fraud or misrepresentation, a party is bound by a signed document regardless of whether they read it.

Sushant Shukla· ·13 min read
Singapore

Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and Others [2007] SGHC 30

The court held that capitalised interest payments do not constitute an actual loss recoverable as damages for breach of contract, as they are an accounting procedure rather than a change in the nature of the interest to capital.

Sushant Shukla· ·12 min read
Singapore

Ahuja Vivek Gopaldas and Another v Sukanda Sutisna [2007] SGHC 224

The court held that the defendant had granted a valid option to purchase with a 14-day expiry period, and that the plaintiffs had validly exercised it.

Sushant Shukla· ·12 min read
Singapore

Po Chiak Keng Tan Si Chong Su v Goh Joo Heng [2007] SGHC 195

The court held that the defendant was in breach of contract by failing to pay suppliers and by failing to account for donations, justifying the termination of the agreement.

Sushant Shukla· ·13 min read