Corporate practice

Commercial Contracts

Most disputes we see start with a contract nobody read closely enough. We write contracts to be read, and to hold up when they are tested.

Drafting, negotiating and reviewing the contracts businesses run on: supply, services, technology, distribution, franchise, confidentiality and more.

We draft and negotiate master services and supply agreements, SaaS and software licences, distribution, agency and franchise agreements, outsourcing and consultancy contracts, NDAs, joint development and collaboration agreements, and the IP-heavy contracts at the centre of our practice.

Indian-law points that change outcomes

Stamp duty. An unstamped or under-stamped agreement is not void, but it cannot be relied on in evidence until the duty and penalty are paid. The Supreme Court confirmed in In re Interplay (2023) that this does not invalidate an arbitration clause (see our note).
Liquidated damages. Under section 74, a party recovers reasonable compensation up to the stated amount, not the stated amount automatically.
Restraints. Section 27 voids restraints of trade, which limits non-compete clauses.
Specific performance. Since the 2018 amendment, specific performance is the rule rather than the exception, which changes the value of a “damages only” remedy clause.
Electronic execution. E-contracts and e-signatures are valid under the IT Act, except for documents such as powers of attorney, wills, trusts and contracts for the sale of immovable property.
Paying small suppliers. Buyers who pay registered micro and small enterprises late owe compound interest at three times the bank rate under the MSMED Act, and the supplier can go straight to the MSME Facilitation Council.
Personal data. Under the DPDP Act, every processor needs a contract, and so does most vendor onboarding.

Not sure what your own contracts say? Our free Contract Health Check takes about ten minutes.

How we help

Drafting and negotiation
Contract templates and playbooks
Technology and SaaS agreements
Distribution, agency and franchise
Contract reviews for diligence
Renewal, variation and termination advice

Key laws

Indian Contract Act, 1872
Specific Relief Act, 1963 (as amended in 2018)
Indian Stamp Act, 1899 and State stamp laws
Information Technology Act, 2000
MSMED Act, 2006

Frequently asked questions

Are electronically signed contracts valid in India?

Yes. The IT Act recognises contracts formed electronically (section 10A) and electronic signatures, including Aadhaar-based e-sign (section 3A). It does not apply to negotiable instruments other than cheques, powers of attorney, trusts, wills, and contracts for the sale or conveyance of immovable property. Stamp duty still applies, paid through e-stamping where it is available.

Can I recover the full liquidated damages stated in my contract?

Not automatically. Under section 74 of the Indian Contract Act, courts award reasonable compensation up to the amount stated. Where actual loss is hard to prove, a genuine pre-estimate may be awarded, but a figure that works as a penalty will be cut down.

What happens if a contract is not stamped?

The contract is not void, but it is inadmissible in evidence until the stamp duty and any penalty are paid. The defect can be cured. Stamp duty is set by each State, so the rate depends on where the document is executed and where it is received.