7TH ZEAL INTERNAL MOOT COURT COMPETITION, 2022

MOOT PROBLEM
Westeros is a democratic, sovereign, secular republic that gained independence 90 years ago
from the Valyrian Empire. Ethnically, the country is highly diverse and consists of 37 states,
each of which were divided at the time of independence on the basis of language, ethnicity,
history and other such cultural factors. While the country has been relatively stable on the
political, cultural and socio-economical front, the polarisation of political parties in the last
decade has caused much strife in the country. The incumbent Prime Minister of Westeros,
Lalit Oza himself, belongs to one of the most prosperous states in the country, Dorne. As a
member of the Dornish community, the dominant ethnic group of the state, he has engaged in
hateful rhetoric and outright slander against the minority group of the state, the Dothrakis.

While these acts and strategically thought out political efforts made him popular and won him
elections in both the state and the country, it also disenfranchised the minority communities.
In Dorne alone, which is Lalit Oza’s home state, the number of times there were riots and
acts of communal violence rose from 7 isolated events in the year 2011 to 321 events in the
year 2021. This political turmoil in 2021 resulted in Oza making a conscious effort to better
relations between said groups in Dorne, after facing backlash due to the startling rise in
communal violence.

Dorne is rich in history, culture and has been historically very fertile for lucrative crops. This
also means that it has a lot of landed gentry who had formed companies which have now
been passed down from several generations. While the upper echelon of society that have
their own businesses have always been protected from the turmoil that affects the masses, the
effects of the communal violence in 2021 had not spared even them, leaving them
disgruntled.

Stark Industries Pvt. Ltd. (hereinafter referred to as ‘Stark Industries’) is a company

registered and validly existing under the provisions of the Companies Act, 1956 having its
registered office at 2/58, Nymeros Road, Sunspear, State of Dorne- 200090. Stark Industries
is owned and managed by one, Ms. Arya Stark, CEO of Stark Industries, who is the lineal
descendant of her grandfather Mr. Rick Stark, founder of this company. The family has been
in the business of production, cultivation and sale of coffee, more specifically the Arabica
Cherry variety, for the past 70 years. The business has made them one of the most well-
known, reputed and prestigious family owned businesses, revered across Westeros.

Frey Logistics Ltd. (hereinafter referred to as ‘Frey Logistics’), is a company registered and
validly existing under the provisions of Companies Act, 2013 having its registered office at
502, Red Street, Riverland, State of Winterfell- 100090. The CEO of the company is Mr.
Walder Marshall who is also responsible for the day-to-day functioning of the company,
including any and all critical decisions regarding business contracts and development
trajectories, as he has been the authorized signatory of the company for the past three (3)
years.

On 8th January 2019 Stark Industries entered into a contract with one Frey Logistics who are
engaged in the business of processing, packaging and selling ready made coffee powder and
coffee-based beverages. The contract was supposed to be in force for a period of 6 years, i.e.,
until January, 2025. The contract was entered into for the purpose of purchasing roasted/raw
(as per the requirements communicated) coffee beans, in their natural state which would then
be processed by Frey Logistics, to produce coffee powder and other coffee-based, ready to
consume Fast Moving Consumer Goods (FMCG) products. The contract envisaged monthly
delivery of consignments by Stark Industries, the agreed upon quantity, quality and method
of delivery. The consignments were to be delivered on the 10th day of every month,
corresponding to which, the payment as mentioned, would be paid by the 17th of every month
by Frey Logistics (See Annexure ‘A’).

The Contract was drafted by Mr. Srinivas Potluri, who is the head of the Contracts and Legal
Division at Frey Logistics. The Contract was duly signed by Mr. Walder Marshall on behalf
of Frey Logistics and sent to Ms. Veena Matthew, the General Counsel for Stark Industries,
via mail on 9th January 2019, in which Ms. Arya Stark was marked (See Annexure ‘B’). Ms.
Stark duly replied to the mail and confirmed that they will deliver the consignments in
accordance to the contract. However, the Contract was not signed by anyone on behalf of
Stark Industries.

On 12th January 2022, during an outdoor campaign for the next general elections scheduled to
be held in the year 2024, the Prime Minister of Westeros, Lalit Oza was assassinated by a
group of political extremists in Starfall, Dorne. Since Starfall is a disputed territory which lies
on the border of the States of Dorne and Winterfell, the assassination triggered widespread
protests in both the states, including the adjacent state Stormlands, which soon turned violent
beyond control, causing mass bloodshed resulting in the disruption of public peace and
tranquility. In order to control and curb the impending danger, section 144 of the CrPC
(Criminal Procedure Code, 1973) was imposed across the three states, prohibiting gatherings
of more than 4 people at the same place. Public announcements were also issued requesting
citizens to refrain from gathering or stepping out of their homes, accessing market places and
other shops, including those selling essential commodities.

Further, the Chief Ministers of all three affected states announced a state wide closure of all
modes of transport, including supply chain activities and transportation of goods, via all
modes such as air, road or rail transportation, in accordance with the directives issued by the
Central government (See Annexure ‘C’). Due to the directives, Stark Industries was unable to
supply the consignments for the months of January, February and March of 2022. In light of
the same, Frey Logistics inquired about the same via email and notices, seeking clarification
about the consignment on 30th January 2022. Owing to the lack of staff and the curfew, Frey
Logistics was unable to respond to the emails and notices in a timely manner. However, Ms.
Matthew assured Mr. Shrinivas that the consignments will be delivered and that any and all
overhead payments and compensation will be taken care of by Stark Industries, over a phone
call on 15th February 2022.

Stark Industries was able to finally send the consignment on 1st April, 2022 which was
scheduled to arrive at the Frey Logistics Warehouse on 3rd April 2022. However, it was
delayed by 5 days and arrived on 8th April 2022.

Further, the consignment delivered by Stark Industries was damaged by rainwater. It was also
noticed by the Quality Assessment Officer of Frey Logistics, that Stark Industries had failed
to pack the consignment properly with heavy-duty PVC tarpaulin and part of the consignment
was not vacuum sealed to preserve the beans. Frey Logistics also engaged an Independent
Quality Control Assessor to strengthen their claim against Stark Industries. The findings of
the Independent Quality Control Assessor were that the coffee beans had approximately
22.5% moisture content, which is 11% more than the acceptable level of moisture, i.e.,
11.5%. A tolerance of only 0.5% is allowed according to the IBC Standard set out by the
Coffee Board of Westeros.
In light of the delay and the failure to maintain the quality of the said consignment, Frey
Logistics filed a suit before the Commercial Division of the High Court of Winterfell.
However, when Stark Industries was notified of the same, they contested it by stating that the
suit should have been filed before the Commercial Division of the High Court of Dorne, since
it is the place of residence and place of effective control and management of the Defendant’s
business.

Stark Industries further contested that there was no breach of contract in light of the
unforeseen and unprecedented political environment of the country, it was materially
impossible for them to deliver the consignment on the scheduled dates. The Court will hear
the parties contentions on the claims and issues as follows on the 20th of November 2022:

CLAIMS AND ISSUES

1. Whether the Commercial Division of the High Court of Winterfell has the requisite
jurisdiction to hear and adjudicate the instant suit.
2. Whether the contract was validly formed between Stark Industries and Frey Logistics.
3. Whether Stark Industries has breached its contractual obligations due to non-delivery
of the consignment according to the agreed upon schedule.
 ANNEXURE „A‟

CONTRACT FOR RAW COFEE AND ROASTED COFFEE IN BULK

EXTRACT OF RELEVANT TERMS AND RECITALS

8th January 2019

Between

STARK INDUSTRIES PVT. LTD.

2/58, Nymeros Road,
Sunspear,
State of Dorne- 200090
and

FREY LOGISTICS LTD.

502, Red Street,

Riverland,
State of Winterfell- 100090

1. SALE OBLIGATIONS AND CONSIDERATIONS:

The parties hereto i.e., Stark Industries Pvt. Ltd (hereinafter referred to as “Seller”) and
Frey Logistics Ltd. (hereinafter referred to as “Buyer”) agree to place the following order:

1000 kgs. of roasted/raw coffee beans per month for the years 2019 – 2025, to be mandatorily
delivered in twelve (12) instalments each calendar year; at INR 600/- per kg for the first two
(2) years and at 650/- for the remaining four (4) years.

2. QUALITY AND SPECIFICATIONS

IBC Standard Certified fully segregated Coffee……………………………………………..

………………………………………………………………………………………………………………
………………………………………………………………………………………………………………

At the time and place of shipment, the coffee beans shall be of good merchantable quality of
the agreed description and specifications.
It shall not contain substances of non-coffee origin or materials used in its processing and not
customarily found in coffee beans of the contract description as given below.

QUALITY SPECIFICATIONS

Sr.
Specification Value
No.

1. Moisture 11.5%

2. Aperture Size 7.25 mm

3. Sieve Standard No sieve requirement

4. Garbling Status Clean garbled

PB – 2% by weight
5. Tolerance
Traige – 3% by weight

If the coffee is loaded in more than one vacuum sealed, PVC tarpaulin packed container or
box, the analysis details of the coffee in each separate container or box shall conform with the
above.

3. CONTINGENCY CLAUSE:

The parties herein agree that if issues were to arise with regards to the conformity of the
goods transferred, sale consideration, delivery of goods or other ancillary circumstances that
are material to the transfer of goods, the defaulting party shall be liable to pay 1.5x of the sale
consideration as agreed to in Clause 1 for that instalment, as compensation to the other party.

4. FORCE MAJEURE CLAUSE:

Under no circumstances shall the Parties be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, accidents, acts of war or
terrorism, military disturbances, acts of God, and interruptions, loss or malfunctions of
utilities, it being understood that the Parties shall use reasonable efforts which are consistent
with accepted practices in the industry to resume performance as soon as practicable under
the circumstances.

5. DELIVERY OBLIGATIONS:

The parties shall ensure that the consignments are duly delivered by the 10th of each month,
with an allowance of 72 hours (three working days), in the event of any failure to deliver the
same, due to unforeseen circumstances. Accordingly, on receipt of the consignment, the
corresponding payment for the same shall be duly disbursed by the 17th of the same month,
wherein an allowance of 48 hours (two working days) shall be granted to accommodate any
contingency that may arise.

The Parties hereby undertake that the Seller shall be obliged to deliver the goods/products by
their preferred mode of transport, at their own expense, within 48 hours (two working days)
from the date of dispatch from their place of business. Additionally, an intimation shall be
sent to the buyer at the time of dispatch and it shall be the obligation of the receiver to
confirm the delivery of the consignment.

Signatures

For Seller For Buyer

_______________________ _______________________

(Mr. Walder Marshall)

8th January 2019
 ANNEXURE „B‟

Mail dated 9 January 2019

From: Srinivas Potluri <potluri.srinivas@frey.we>

Sent: 9 January 2019, 9:09 a.m.
To: Veena Matthew <v.matthew@stark.industries.we>
Cc: Arya Stark <a.stark@stark.industries.we>
Sub: Contract Documents

Dear Ms. Matthew,

Please find attached a PDF of the Contract document which Mr. Marshall asked me to
prepare. As Ms. Stark expected, we have drafted the contract with the quality and
specifications of the coffee to be sold, along with the contingency clause as discussed
between Ms. Stark and Mr. Marshall.

The management of the Contract will be handled by Mr. Marshall personally. Thus, if you
have any questions, I will be your point of contact. Please do not hesitate to contact me.

I have sent you two signed versions of the contract documents. Could I kindly ask you to sign
one copy and return it to me for my files and the necessary paperwork for shipments.

Kind regards,
Srinivas Potluri
Frey Logistics,
502, Red Street,
Riverland,
State of Winterfell- 100090
Mail dated 11th January 2019

From: Arya Stark <a.stark@stark.industries.we>

Sent: 9 January 2019, 9:09 a.m.
To: Srinivas Potluri <potluri.srinivas@frey.we>
Sub: Re Contract Documents

Dear Mr. Potluri,

We are pleased to be doing business with you. We assure you that the consignments shall be
delivered as per the schedule on the 10th of each month.

Please ensure that the payments are made to us, no later than 19th of each month, preferably
the 17th as it is the agreed upon date.

In case of any queries, please feel free to reach out to the General Counsel of our company
Ms. Veena Matthew via email, you also have our personal contact numbers, in case of any
emergencies.
We look forward to a long and prosperous business association with Frey Logistics. Thank
you.

Kind regards,
Arya Stark
CEO
Stark Industries,
2/58, Nymeros Road,
Sunspear,
State of Dorne- 200090
 ANNEXURE „C‟

________________________________________________________________

GOVERNMENT OF DORNE

________________________________________________________________

Dorne Government Secretariat,

MS Building, Sunspear, Dorne
ORDER
Subject: Orders pursuant to the imposition of Section 144 in the State of Dorne.
Government Order No. RD 123 KTK 2022
Dated: 14th January, 2022

1. Whereas, the provisions relating to issuance of orders by the District Magistrate(s) or any
other Magistrate so authorized, hereinafter referred to as Magistrates, are contained in
Chapter X viz., "Maintenance of Public Order and Tranquility" of the Code of Criminal
Procedure (Cr.P.C), 1973; and
2. Whereas, the power to take preventive measures to deal with the imminent threats to
public peace in urgent cases of nuisance or apprehended danger is contained in section
144 Cr.P.C, which empowers the Magistrate(s) to issue a mandatory order requiring
certain actions to be undertaken, or a prohibitory order restraining citizens from doing
certain things; and
3. In light of the recent political crisis and mass public outrage observed due to the
unfortunate events of 12th January, 2022, and in accordance with the instruction issued by
the Central Government dated 13th January, 2022, it is hereby notified by the incumbent
Government of Dorne that a state wide closure and suspension of all modes of
transportation, including any commercial supply chain activities shall hereby be observed
until further notice. This directive shall be applicable across the State of Dorne, with no
exceptions, including all disputed territories. A state wide closure of all modes of supply
chain activities, including transportation of goods, via any mode of:
  Air;
 Road; or
 Rail transportation systems.

Any person violating these measures will be liable to be prosecuted against as per the
provisions under section 188 of the IPC, and other legal provisions, as applicable.

(Mary Louise)
Principal Secretary to Govt.,
Dated: 14th January, 2022.
Government Order No. RD 123 KTK 2022
Copy To:
1. The Compiler, Dorne Gazette, Sunspear.
2. Chief Secretary, Dorne.
3. Director General of Police, Dorne.
4. Principal Secretary to the Hon'ble Governor.
5. Secretary to the Government, Department of Law, Justice and Parliamentary Affairs.
6. All District Magistrates for information and necessary action. They are requested to
circulate the Government Order amongst all the Magistrates authorized to exercise
powers under section 144 Cr.P.C. They may be sensitized accordingly.
7. Management, Government Printing Press, Dorne for publication in the extra ordinary
issue of the Government Gazette.