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“DRAFTING OF AGREEMENT DEED” SUBMITTED TO- SUBMITTED BY- Dr. B.R.N SARMA NAME:

“DRAFTING OF AGREEMENT DEED” SUBMITTED TO- SUBMITTED BY- Dr. B.R.N SARMA NAME: PRITI GUIDE PROFESSOR OF DRAFTING, COURSE: B.A., LL.B. (Hons.) PLEADING & CONVEYANCING ROLL NO: 1953 SEMESTER: 8th FINAL DRAFT SUBMITTED IN THE FULFILLMENT OF THE COURSE DRAFTING, PLEADING AND CONVEYANCING DURING ACADEMIC YEAR 2020-21 FOR OBTAINING DEGREE OF B.A, LL.B. (Hons.) MARCH, 2022 CHANAKYA NATIONAL LAW UNIVERSITY NYAYA NAGAR, MITHAPUR, PATNA-800001 2 DECLARATION BY CANDIDATE I, hereby, declare that the work reported in the B.A., LL.B. (Hons.) Project Report titled “Drafting of Agreement deed” submitted at Chanakya National Law University is an authentic record of my work carried out under supervision of Mr. B Ravi Narayan Sarma. I have not submitted this work elsewhere for any other degree or diploma. I am fully responsible for the contents of my project report. SIGNATURE OF CANDIDATE NAME OF CANDIDATE: PRITI GUIDE CHANAKYA NATIONAL LAW UNIVERSITY 3 ACKNOWLEDGEMENT I would like to thank my faculty Mr. B Ravi Narayan Sarma whose guidance helped me a lot with structuring my project. I owe the present accomplishment of my project to my friends, who helped me immensely with materials throughout the project and without whom I couldn’t have completed it in the present way. I would like to extend my gratitude to my parents and all those unseen hands that helped me out at every stage of my project. THANK YOU NAME: PRITI GUIDE ROLL NO: 1953 SEMESTER: 8th 4 TABLE OF CONTENTS ACKNOWLEDGEMENT............................................................................................................................. 3 TABLE OF CONTENTS .............................................................................................................................. 4 AIMS AND OBJECTIVES: .......................................................................................................................... 5 RESEARCH QUESTIONS: .......................................................................................................................... 5 HYPOTHESIS: ............................................................................................................................................. 5 RESEARCH METHODOLOGY: ................................................................................................................. 5 SOURCES OF DATA: .................................................................................................................................. 5 LIMITATION OF STUDY: .......................................................................................................................... 5 1. INTRODUCTION: ................................................................................................................................ 6 2. PRINCIPLES GOVERNING CREATION OF VALID AGREEMENT – ............................................. 9 2.1ESSENTIALS OF AN AGREEMENT – ............................................................................................. 9 2.1 Important points in regard to drafting of contract – ............................................................................11 3. CONTENTS OF AGREEMENT DEED – ...........................................................................................15 4. MODEL FORMATS FOR AGREEMENT DEEDS –..........................................................................21 4.1 Contract for Agency: ..............................................................................................................................21 4.2.SOFTWARE LICENSING AGREEMENT .......................................................................................25 4.3. Specimen Joint Venture Agreement .............................................................................................31 5. CONCLUSION ....................................................................................................................................34 6. BIBLIOGRAPHY- ...............................................................................................................................35 5 AIMS AND OBJECTIVES: • The main aim of this project is to study the various intricacies and issues that should be kept in mind while drafting an agreement deed. RESEARCH QUESTIONS: 1. What does the drafter hope to achieve? 2. What is the subject matter and nature of agreement deed? 3. What are the issues and concerns of the parties to the agreement deed? HYPOTHESIS: Extrinsic evidence as to the intention of the parties may not be introduced to vary or contradict the terms of an integrated agreement deed. RESEARCH METHODOLOGY: The researcher will be relying on Doctrinal method of research to complete the project. SOURCES OF DATA: The researcher has used mainly primary sources of data to complete this project which include related Acts and statutes and books related to Drafting, Pleading and Co. LIMITATION OF STUDY: The researcher faced certain limitation to study and prepare this project in the form of time. 6 1. INTRODUCTION: The understanding of the implications of an agreement is critical for any business operations. There are various features and parameters in an agreement which makes it a viable and tenable document to avoid lengthy and cumbersome court battles later in the event of breach. An agreement can be verbal or in written form. The objectives of drafting an agreement deed are: to precisely reflect the “meeting of minds” in a way that is understood in the same meaning as it was intended to be communicated by all readers, to create legally enforceable rights and obligations and to act as a roadmap for business and relationships. ‘Drafting’ relates to making a draft of something. Drafting a document would imply making a rough copy of a document. Drafting requires knowledge of law and required ability to deal with abstract concepts and presence of mind. The company has to enter into various types of agreements with different parties and have to execute various types of documents in favour of its clients, banks, financial institutions, employees and other constituents. The main feature is to represent all the relevant statements and issues. In the field of litigation, an advocate must have proper skills and patience for drafting. The main aim of drafting is to give accuracy and true statements. The basic purpose of drafting is to provide ideas and proper information. Its main aim is to provide clear and concise data which can be easily understood by the clients and can satisfy the wants of them. An advocate must not forget that there is always a motive or objective behind every text. ‘Conveyance’ is an act of conveyancing or transferring any property whether movable or immovable from one person to another permitted by customs, conventions and law within the legal structure of the country. As such, deed of transfer is a conveyance deed which could be for movable or immovable property and according to the Transfer of Property Act, 1882, transfer may be by sale, by lease, by giving gift, by exchange, by will or bequeathment. But acquisition of property by inheritance does not amount to transfer under the strict sense of legal meaning. 7 An ‘agreement’ can be defined as aspect that arises when an offer made by one party is accepted by the other. According to the Law, an agreement is defined as a ‘meeting of minds’ with the understanding and acceptance of reciprocal legal rights and duties as to particular actions or obligations, which the parties intend to exchange. Agreements are of different kinds such as; binding agreements – The term binding agreement denotes an agreement that is legally binding and cannot be broken or violated by either party. Breaking a binding agreement is prosecutable in a court of law. An agreement which is enforceable at law is called a contract. Generally, when a contract is reduced to writing, the document itself is called an agreement. A company has to execute countless commercial agreements and other contracts during the course of its business. The term ‘agreement’ is broader in comparison to ‘contract’, as in “Every contract is an agreement, but vice versa is not possible”. This is because, all the contracts, contains the elements of the agreement, i.e. offer and acceptance, however, not all the agreement contains the main element which constitutes a contract, i.e. Legal enforceability. So, we can say that every agreement is not a contract. If one of the parties fails to keep the promise, the other is entitled to legal redress. The law of contracts considers such questions as whether a contract exists, what the meaning of it is, whether a contract has been broken, and what compensation is due the injured party. Historical Background - Most primitive societies have other ways of enforcing the commitments of individuals; for example, through ties of kinship or by the authority of religion. In an economy based on barter, most transactions are self-enforcing because the transaction is complete on both sides at the same moment. Problems may arise if the goods exchanged are later found to be defective, but these problems will be handled through property law—with its penalties for taking or spoiling the property of another—rather than through contract law. Under the English common law, contractual problems primarily through two actions: debt and covenant. When a fixed sum of money was owed, under an express or implied agreement, for a thing or a benefit given, the money was recoverable through a simple action at debt. Other debt action was available for breach of a promise, made in an instrument with a seal, to pay a fixed sum of money. A so-called action at covenant could also be brought, but only for breach 8 of a promise under seal. These actions did not, however, provide a remedy for the breach of an informal agreement to do something. Later, courts started to develop a form of action that would render such agreements enforceable, and by the middle of the 16th century they had done so through the form of action. The courts found the limiting principle in the doctrine of “consideration,” according to which a promise as a general rule is not binding unless something is given or promised in exchange. This consideration need not be of commensurate value, but it must be of some value, must be bargained for, and cannot be simply a formality. Issues in contract law - Many contracts involve more than two persons. The law of contracts provides special rules for regulating claims by multiparty plaintiffs or claims against multiparty defendants, or for determining rights among the parties. Multiparty problems arise in other contexts as well. There is the problem of whether the immediate parties to a contract can enter into an agreement that will confer rights upon a person not an original party to the contract. many systems of contract law have encountered difficulty in working out the relationship between the third party and the underlying contract. English law took the view that, as a rule, persons cannot uploads/Litterature/ 1953-priti-guide-dpc-1.pdf