Why does a contract need a dispute resolution clause?

Without one, a dispute goes to whichever court has jurisdiction. A clear clause, naming the forum, seat and rules of arbitration if used, avoids a separate fight over where to sue.

Can a company limit its liability by contract?

Generally yes, between commercial parties, subject to the limits of Indian contract law. Section 74 of the Indian Contract Act, 1872 lets a court award reasonable compensation, not more than the stated amount, for breach of a liquidated damages clause.

Does a company need a sexual harassment policy?

An employer with ten or more employees must constitute an Internal Committee and display the notice of its constitution, and must comply with the Act's reporting requirements.

What is an ESOP and what approvals are needed?

An employee stock option plan lets employees buy shares at a set price. A company must follow the Companies Act, 2013 and the rules on issue to employees, which for a company include shareholder approval by special resolution.

Do non-compete clauses work in India?

A restriction that applies after employment ends is generally unenforceable under Section 27 of the Indian Contract Act, 1872, though restrictions during employment, and certain restrictions on the sale of a business, are treated differently.

Corporate and Contract Advisory Lawyers, Delhi

The Practice

Corporate advisory work is the day-to-day legal support a company needs to operate: commercial contracts, internal policies, statutory compliance and legal opinions. The Firm drafts, reviews and negotiates these documents, and because the Firm's lawyers also litigate, it drafts them with the question in mind of how a court or tribunal would read them if a dispute arose.

The Firm drafts, reviews and negotiates commercial contracts and corporate policies, and renders opinions on questions of civil and commercial law.

The Firm’s experience in litigation informs its advisory work: documents are drafted with a view to clarity of obligations, workable remedies and dispute resolution provisions that withstand scrutiny.

How It Works

What this covers

Contracts: supply, services, distribution, licensing and technology agreements, with attention to payment terms, liability caps, indemnities, termination and dispute resolution.
Policies: the policy on the prevention of sexual harassment (an Internal Committee is required for employers with ten or more employees under the Sexual Harassment of Women at Workplace Act, 2013), employee stock option schemes under the Companies Act, 2013, and codes of conduct.
Privacy and online terms: terms of use, privacy policies and data protection compliance, including under the Digital Personal Data Protection Act, 2023 and, for businesses serving users in Europe, the GDPR.
Opinions: written advice on questions of civil and commercial law.

A point that is often missed: an agreement that has not been stamped as the state law requires may not be received in evidence until the duty and penalty are paid, so stamping is checked as part of every engagement.

How an engagement runs

Instructions: the commercial deal, the risks the client cares about, and what the client wants to be able to enforce.
Draft: a first draft or review with a short note of the key risks.
Negotiation: comments exchanged with the other side's counsel.
Execution: signature, stamping and a closing checklist.

Scope of Work

Areas of Advice and Representation

01Drafting, review and negotiation of commercial contracts
02Corporate policies, including policies on the prevention of sexual harassment and employee stock option schemes
03Terms of use and privacy policies
04Data protection advisory and GDPR training
05Legal opinions on civil and commercial matters

Questions

Questions and Answers

Why does a contract need a dispute resolution clause?: Without one, a dispute goes to whichever court has jurisdiction. A clear clause, naming the forum, seat and rules of arbitration if used, avoids a separate fight over where to sue.
Can a company limit its liability by contract?: Generally yes, between commercial parties, subject to the limits of Indian contract law. Section 74 of the Indian Contract Act, 1872 lets a court award reasonable compensation, not more than the stated amount, for breach of a liquidated damages clause.
Does a company need a sexual harassment policy?: An employer with ten or more employees must constitute an Internal Committee and display the notice of its constitution, and must comply with the Act's reporting requirements.
What is an ESOP and what approvals are needed?: An employee stock option plan lets employees buy shares at a set price. A company must follow the Companies Act, 2013 and the rules on issue to employees, which for a company include shareholder approval by special resolution.
Do non-compete clauses work in India?: A restriction that applies after employment ends is generally unenforceable under Section 27 of the Indian Contract Act, 1872, though restrictions during employment, and certain restrictions on the sale of a business, are treated differently.

Corporate Advisory

What this covers

How an engagement runs

Areas of Advice and Representation

Questions and Answers

Related Reading

Related Practices

Disclaimer