Contract law
Querist :
Anonymous
(Querist) 29 June 2022
This query is : Resolved
1. Ms. Rose Merry is the Director and General Manager of Rise International Pvt. Ltd. which is an event management company. It primarily stages promotional events for corporate clients.
2. Mr. Great Nicholas is a Director and shareholder of Divine Creations Pvt. Ltd., a popular manufacturer of confectionary. Divine Creations is particularly well-known for its “Jelly Button” chocolates which are multicoloured, button-shaped chocolates having a unique taste similar to that of dark chocolates.
3. Symphony Technologies Inc (ST) is a multinational corporation with a reputation for developing cutting edge consumer electronics.
4. In February 2022, ST engaged Rise International services to assist the launch of a new product to the Hindian market- Impromptu, a new holographic AI assistant, which is claiming to bring into life a new level of interactivity, intelligence and personalization. The release of ST’s products are highly anticipated and details of the product launch event were a tightly held secret.
5. The Event was scheduled for June 1st, 2022 at the ‘Happy Marriott’ hotel at Indraprastha, capital city of Hindistan. Apart from organising and managing the Event, Rise International agreed to create:
a) 9,000 gift bags for attendees;
b) Ensure that each gift bag contained a 100 gram packet of JB’s, among other things; and
c) Ensure that the JB’s matched the ST company colours of red and green.
6. The onset of Covid-19 and the Hindistan Government’s lockdown measures had a devastating impact on Divine Creations. In the most recent financial year, it’s sales decreased by more than 75% and Divine Creations recorded a substantial loss. The ‘Riches Times’ Newspaper ran an article in April 2022 entitled “ Divine Creations to cut 300 jobs after sales fall off cliff’’.
7. Ms. Rose exchanged several emails with Mr. Great to determine whether Divine Creations was able to supply two tonnes of JB’s in time for the Event. During a phone conversation:
a) Ms. Rose asked whether Mr. Great would be able to fulfil the order?
b) Mr. Great laughed and stated that they have been in business for 50 years and that they aren’t going anywhere.
c) Ms. Rose replied, “Will you guarantee that?’’
d) Mr. Great said, “Sure thing. I’d bet my life on it.”
8. Ms. Rose felt confident that Mr. Great was in a position to fulfil the proposed order and deliver the JB’s on time.
9. Therefore, Mr. Great with the assistance of Adv. Denny prepared a draft contract of sale which was emailed to Ms. Rose.
10. Ms. Rose reviewed the draft contract and proposed several changes, including the addition of a clause that read: “A director who signs this agreement for or on behalf of a party to this agreement guarantees its performance and is personally liable as if the signatory was the party.”
11. Ms. Rose provided no explanation for the inclusion of this clause and it went unnoticed by Mr. Great.
12. On March 1st, 2022, Ms. Rose and Mr. Great entered into an agreement, pursuant to which Mr. Great agreed to supply and package 2 tonnes of JB’s in 100 gram packaging. The parties’ agreement was recorded in a written contract, which was duly executed.
13. On May 25th, 2022, Mr. Great notified Ms. Rose that he was experiencing supply difficulties and could not deliver until June 12th, 2022.
14. On May 26th, 2022, Ms. Rose sent a letter terminating the Contract as time was of essence in this contract.
15. Mr. Great denies any breach and says that the termination was itself a repudiation of the Contract.
16. Ms. Rose claims damages against Divine Creations for the delay in delivery and seeks to recover the purchase price.
17. Hence, the parties are before the District Court of Indraprastha for getting the appropriate relief and justice.
(Please note that Indraprastha is the capital of Hindistan and that the laws of Hindistan are in pari materia to that of India.)
kavksatyanarayana
(Expert) 29 June 2022
Your query under the caption of “Rise international Pvt. ltd. v. divine creations Pvt. Ltd” was answered and it is repeated. Why?
P. Venu
(Expert) 30 June 2022
As already suggested, the posting is riddle than a query!
