MOOT COURT SOCIETY | SYMBIOSIS LAW SCHOOL, NOIDA

Symbiosis International (Deemed University), Pune

14th NASCENT Moot Court Competition, 2024

Moot Proposition

1. The Company Ltd (popularly called “The Company”) is a transportation company based

in Mumbai. It primarily does road transportation, although it also receives contracts for

transportation by rail, sea and air. About 80% of its income is from road

transportation.

2. The Other Company Pvt Ltd (referred to in academic circles as “The Other Company”)

is a research institute based in Kolkata. Placing great emphasis on theoretical physics,

the institute has a history of pushing the boundaries of known laws of physics.

3. The Third Company Ltd (“which markets itself under the brand “The Third Company”)

is a construction company based in Dwarka, New Delhi. It constructs buildings in Delhi

and Noida.

4. In January, 2025, The Other Company discovered a means of measuring (and

potentially exploiting) the dissipation of information at the exact moment of

decoherence of an entangled system. Researchers at The Other Company published a

paper discussing the potential for exploitation of the discovery to transmit classical

(and not merely quantum) information over relatively larger distances (compared to

the microscopic distances that is expected in classical physics).

5. The Company decided to enter into an agreement with The Other Company to fund

research into creating a working model for transmitting classical and quantum

information over significantly measurable classical distances. It was expressly agreed

that while The Other Company will get credit for the invention, if successful, the right

of implementing the invention will be exclusively with The Company, which will have

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 the right to patent it. It was also agreed that The Other Company will be permitted to

retain all the data that it generates during the research process.

6. The research was a success and The Company patented the eventual invention, named

A Patented Procedure And Routine Actualised To Enable Displacement In Simple And

Packaged Parcels At Reasonable And Terminable Extents. Nicknamed apparate-

disapparate for short, the invention was capable of nearly-instantaneously transporting

things over short distances provided the items to be moved were packaged in specially

designed receptacles of The Company.

7. After extensive testing, The Company began marketing the invention under the trade

mark “apparate-disapparate”. It began an extensive marketing campaign both online

and using posters, fliers and other physical marketing material distributed across India.

Notably, it entered into an understanding with various popular daily newspapers to

include not only its advertisements in print, but also include its fliers.

8. The Third Company e-mailed The Company after one of its project managers in Noida

saw a flier and suggested to the Board that they explore exploiting the invention to

reduce on manpower costs that are typically incurred in moving building material

around on construction sites.

9. Discussions commenced between the parties, which were largely held on

videoconferencing. Representatives of The Company visited multiple construction sites

of The Third company in Dwarka and Noida for ascertaining feasibility of scalably

deploying the invention at its construction sites. Representatives of The Third Company

also visited Mumbai for negotiations on the terms of the contract. Eventually, an

agreement was executed between the parties under which The Company agreed to

provide apparate-disapparate as a service to The Third Company at its construction

sites in Noida. The agreement was signed in Mumbai.

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10. Under the terms of the agreement, The Third Company was to place purchase orders

and specify the sites at which it seeks that apparte-disapparate services be deployed.

The understanding was that it shall place at least two such purchase orders every

month, and that the agreement shall be initially valid for a period of six months, with

an option to mutually extend it for further six-months’ periods. In terms of the

agreement, once the purchase order was placed, The Company shall deploy its

proprietary receptacles at the sites for which purchase orders were placed, and shall

deploy trained and qualified persons to operate the apparate-disapparate mechanism

on a daily basis to each of the sites.

11. After the agreement was executed, within three days, in terms of purchase orders

placed, The Company successfully deployed apparate-disapparate at four of The Third

Company’s ongoing projects, largely to replace daily-wage workers. This, however, led

to large-scale protests at the offices and various construction sites of The Third

Company by daily-wage labourers through their unions. Other construction workers

also protested in various forms including go-slow and lock-outs in solidarity with the

daily-wage workers.

12. The Third Company, however, continued to use the apparate-disapparate service in its

sites, and continued making payment to The Company for utilising the service as per

the terms of the agreement. The Company, too, continued to provide services in terms

of the agreement for the first four weeks. Within two weeks, ten sites, four at Noida

and six at Dwarka, had apparate-disapparate services deployed.

13. In the fifth week from the execution of the agreement, employees of The Company

were prevented from entering a particular site by the workers protesting at that

particular site. They were threatened with the use of force, and thus, left the site,

informing their higher-ups of the same. Within an hour, The Company issued an e-mail

to The Third Company informing them of the events as they had transpired, and

requesting The Third Company to enable the employees of The Company to access its
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 site. The e-mail notified The Third Company that if access is not granted, The Company

will be unable to provide its services at the site, since the services require the

proprietary receptacles of The Company to be deployed at the site.

14. The Third Company wrote to and obtained police protection, consequent to which the

employees of The Company were able to access the site and deploy the proprietary

receptacles of The Company. The same evening, The Third Company wrote an e-mail

to The Company complaining that the responsibility for deploying the receptacles, and

providing the services, is cast on The Company under the Agreement, and it was not

justified in refusing to do the same as was done in the morning that day.

15. The Company responded denying the same, indicating that unless access to the site is

granted, The Company’s responsibility does not arise. It contended that its employees

cannot be expected to risk their life and limb to deploy the receptacles and provide the

services at the sites of The Third Company, and it is incumbent on The Third Company

to provide free and unhindered access to its sites, if it wants the apparate-disapparate

services to be provided at its sites.

16. The next date, emboldened by what had taken place the previous day, multiple sites

found the protesting workers threaten the employees of The Company from entering

the site to run the mechanism used in the apparate-disapparate service. This resulted

in work stopping at seven sites. Although at the request of The Company, The Third

Company sought police protection, the same was made available only in two sites,

where work was resumed. No work was done in the other sides as a direct result solely

of the non-availability of apparate-disapparate service.

17. The next afternoon, The Third Company issued a notice by e-mail to The Company

terminating the agreement. The Third Company contended that The Company has

broken the agreement and therefore it is entitled to terminate the agreement. The e-

mail requested The Company to collect its proprietary receptacles at its convenience.

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 The Third Company reserved its right to obtain damages for the breach. The Third

Company, from the next day onwards, began engaging daily-wage labourers to

perform the work that was being done using apparate-disapparate.

18. The Company replied to the notice and rejected the termination. It contended that the

termination amounts to a breach by The Third Company and that the Third Company is

liable for payment of damages owing to the breach. Two weeeks later, The Company

filed a suit in the District Court, Saket. It contended that The Third Company had

breached the agreement, which was for a period of six months. It contended that The

Third Company had an obligation to provide access to its site, which it failed to

provide, and failure to provide services at such sites cannot be regarded as breach by

The Company. It contended that one of the identified sites at which services were to be

provided was in Saket, and therefore the District Court, Saket had jurisdiction to hear

the matter.

19. The Third Company filed its Written Statement opposing the suit. It objected to the

jurisdiction of District Court, Saket to hear the matter. It admitted that the agreement,

in Appendix B, included “Saket” as a potential site, but contended that it presently had

no ongoing construction work at Saket, and no purchase order was placed yet for any

site at Saket. It contended that until the purchase order is placed, no jurisdiction lies in

Saket because there was no intent to contract in respect of Saket till such purchase

order is placed. It further contended that actually The Company has failed to perform

the agreement and the rescission by The Third Company was justified.

20. After trial, the Court listed the matter for hearing on the following issues:

20.1. Whether the District Court, Saket has jurisdiction to hear the matter.

20.2. Whether The Third Company has committed breach of contract.

21. The Court directed both parties to file their written submissions and directed that the

matter be listed for final hearing.

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Note:

1. The names, characters and incidents are fictitious, and are created for academic
purposes.
2. The parties are at liberty to re-arrange the issues, and to create sub-issues. Sub-issues
have to be wholly capable of being subsumed in the issue as formulated by the Court,
failing which the Court shall not hear such issues/sub-issues. The Bench’s decision on
whether such sub-issues are capable of being subsumed in the issues formulated shall
be final.
3. The parties do not dispute the scientific principles, discoveries, inventions, as well as
the reality as set out in the various paragraphs set out above. All laws of sciences,
subject to the discoveries set out above, still apply.
4. The parties do not dispute the pecuniary or subject-matter jurisdiction of the Court.
5. The joinder of parties, the locus standi of the Plaintiff and the quantum of damages has
not been disputed by the parties.
6. The parties are ad idem that the following terms of the contract are the only clauses
that are relevant:
2.1 It is hereby agreed and understood between the parties that in terms of this
agreement, The Company Ltd shall provide transportation services referred to as
apparate-disapparate at construction sites of The Third Company Limited as identified
in Appendix-B, if and when The Third Company raises purchase orders in terms of
clause 9.7 hereinbelow for such sites.
***
2.4 It is clarified that the apparate-disapparate services is patented and owned by The
Company. The services, as well as proprietary receptacles used for the services is, and
shall at all points be the sole property of The Company.
***
8.3 It shall be the responsibility of The Company limited to ensure that it deploys
sufficient manpower to provide apparate-disapparate at construction sites for which
purchase orders are placed by the Third Company. It shall be the sole responsibility of
The Company to conduct inspection of a site upon receipt of a purchase order to
identify the amount of receptacles and manpower that will be required for such site.
***
9.14 Every purchase order shall include the name, designation and contact details
(mobile phone number) of one person who will be available at the site to coordinate
with the employees of The Company. The said person shall be made available at all
times to the employees of The Company for the duration that the said employees shall
be on the construction site, and shall be the single-point contact from The Third
Company for the said site for the employees of The Company. Any change in personnel
in this regard shall be notified at least 24 hours in advance, except in case of
emergencies/exigencies, in which case the change shall be notified as soon as is
reasonably possible.
***
10.1 This agreement shall be governed by the laws of India, and only courts in India
shall have jurisdiction over any disputes that may arise between the parties.
***
10.4 After the expiry of six months from the date of execution of this agreement, if the
agreement is extended further, the same will be subject to the understanding that
either party can terminate this agreement (as further extended), by giving seven days’
notice. It is clarified that neither party shall be entitled to terminate by notice (without
breach by the other party) for the first six months, and any even if such termination
occurs (without breach by the other party), such party shall be liable for liquidated and
unliquidated damages.
***

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16.3 Even if The Third Company fails to place the minimum assured two new purchase
orders per month as aforesaid, it shall be liable for payment for at least two new
purchase orders every month.
***
16.8 If the Third Company fails to make payment for services every 48 hours in terms
of this agreement, it shall be construed as a breach of this agreement, and The
Company shall have the right to terminate this agreement notwithstanding clause 10.4
hereinabove, apart from being entitled to liquidated and unliquidated damages.
16.9 If The Company fails to provide apparate-disapparate services at any site for
more than 24 hours, the same shall be construed as a breach of this agreement, and
The Third Company shall have the right to terminate this agreement notwithstanding
clause 10.4 hereinabove, apart from being entitled to liquidated and unliquidated
damages.

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