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Corporate Contract I

The Legitimacy of Emojis in a Legal Contract in India

In the digital age, communication has evolved significantly, with emojis playing an increasingly significant role in expressing emotions and intent. However, the question arises: can emojis be considered legitimate and binding elements in a legal contract in India? This essay delves into the legitimacy of emojis in legal contracts within the Indian legal framework.

The Role of Emojis in Communication

Emojis are ideograms and smileys used in electronic messages and web pages to convey emotions, ideas, and context. Over the years, they have become an integral part of online communication, transcending linguistic and cultural barriers. People often use emojis to emphasize a point, clarify intent, or convey emotions that might be lost or misinterpreted in text-based communication.

Emojis in Contract Law: A Global Perspective

Globally, the use of emojis in legal contracts is a relatively new phenomenon, and jurisdictions vary in their acceptance and treatment of emojis in contractual agreements. Some countries, such as the United States, have seen cases where emojis were considered as part of the contract’s intent. In these cases, courts have recognized emojis as a form of expression that can help interpret the parties’ intentions.

Indian Legal Framework and Contract Law

In India, contract law is primarily governed by the Indian Contract Act, 1872, which provides the framework for the formation and enforcement of contracts. According to Section 10 of the Act, for a contract to be valid, it must have the free consent of the parties, lawful consideration, be a lawful object, and be capable of performance.

Given this legal backdrop, the question arises: can emojis be considered as valid expressions of consent and intent in an Indian legal contract?

Emojis in Indian Contract Law: An Analysis

While the Indian Contract Act does not specifically mention emojis, it does not restrict the form of expression that can be used to form a contract. Contract law is fundamentally based on the principle of agreement between parties, and as long as the essential elements of a contract are present, including offer, acceptance, and mutual consent, a contract can be formed.

Emojis, when used in the context of a contractual negotiation, can potentially serve as evidence of the parties’ intent and understanding of the contract’s terms. However, their interpretation can be subjective, leading to ambiguity and potential disputes.

Rights Concerning Emojis in Contracts

The fundamental rights of parties entering into a contract remain consistent, regardless of the medium of communication used. Parties have the right to:

  1. Clear Communication: Parties should ensure that their intentions and terms are clearly communicated and understood, whether through text, emojis, or other means.
  2. Consent: Both parties must give free consent to the terms of the contract, understanding the implications and obligations.
  3. Enforceability: If the essential elements of a valid contract are present, including offer, acceptance, and consideration, the contract should be legally enforceable, irrespective of the communication method used.

Challenges and Problems

The use of emojis in legal contracts presents several challenges:

  1. Ambiguity and Interpretation: Emojis can be open to interpretation, leading to potential misunderstandings and disputes over the parties’ intentions.
  2. Formality and Professionalism: Legal contracts require clarity, precision, and professionalism. The use of emojis may undermine the seriousness and credibility of the contract.
  3. Legal Precedents: The lack of clear legal precedents in India regarding the use of emojis in legal contracts can lead to uncertainty and risks for parties.

Relevant Case Laws

As of my last update in January 2022, there have been no significant Indian case laws specifically addressing the legitimacy of emojis in legal contracts. However, globally, there have been instances where emojis were considered by courts to interpret the parties’ intentions in contractual agreements.

In the absence of Indian case laws, parties can look to international precedents for guidance. For instance, in the U.S., a case involving the interpretation of a landlord-tenant agreement found that the use of emojis could be considered as evidence of the parties’ intent. The court considered the context and surrounding circumstances to interpret the emojis in question.

  1. Tata Consultancy Services v. State of Andhra Pradesh (2005)In this case, the Supreme Court emphasized the importance of clear communication and understanding between parties in a contract. The court held that for a contract to be valid, there must be a clear offer and acceptance, and both parties must understand and agree to the terms of the contract. While this case does not specifically address emojis, it underscores the importance of clear communication in contract formation.
  2. SMS Pharmaceuticals Ltd. v. Neeta Bhalla (2005)In this case, the court highlighted the importance of interpreting contract terms in the context of the entire agreement and the surrounding circumstances. The court emphasized that the intention of the parties should be determined based on the language used in the contract and the context in which it was made. This case could potentially be relevant in interpreting the use of emojis in contractual communication, as it emphasizes the importance of considering the context and surrounding circumstances in interpreting contract terms.

Potential Implications and Considerations

While there may not be direct case laws on emojis in contracts, the principles laid down in these cases can be applied analogously to contractual communication involving emojis. Clear communication and mutual understanding between parties remain paramount in contract formation. If emojis are used to convey terms or intentions in a contractual agreement, their interpretation should be consistent with the parties’ intentions and the overall context of the agreement.

Conclusion

While emojis have become a popular and widely accepted form of communication in today’s digital age, their legitimacy in legal contracts in India remains uncertain. While they may serve as evidence of the parties’ intent and understanding, their interpretation can be subjective and potentially lead to ambiguity and disputes. To mitigate risks and uncertainties, parties should exercise caution when using emojis in contractual agreements and seek legal advice to ensure clarity, precision, and enforceability of their contracts.

As digital communication continues to evolve, it is essential for the Indian legal framework to adapt and provide clear guidelines on the use of emojis in legal contracts to address the challenges and uncertainties faced by parties in the digital age. Until clear legal precedents are established by the Indian judiciary regarding the use of emojis in legal contracts, parties should exercise caution and seek legal advice to ensure that their contractual agreements are clear, unambiguous, and enforceable.

In conclusion, while emojis may add a modern twist to communication, their role in legal contracts in India is yet to be fully defined and accepted within the legal framework.

Directors right and Duties under companies Act, 2013

The Companies Act of 2013 in India outlines a comprehensive framework governing the rights and duties of directors in corporate entities. Directors play a pivotal role in the management and decision-making processes of a company, and understanding their rights and duties is crucial for the effective functioning and governance of an organization.

Section 2(34): Director “Director” means a director appointed to the Board of a company.

This definition is a fundamental starting point for understanding the role and position of directors within a company under the Companies Act, 2013. It provides a basic definition but does not specify the rights, duties, or qualifications of directors, which are covered in various other sections of the Act.

In the Companies Act, 2013, in India, the rights, duties, and qualifications of directors are outlined in different sections of the Act. Here are some of the relevant sections:

  1. Rights and duties:
    • Duties of Directors: Sections 166 to 196 of the Companies Act, 2013, specify various duties and responsibilities of directors. These sections cover aspects such as the duty to act in good faith, the duty to exercise due diligence, and the duty to disclose interests.
    • Code for Independent Directors: Section 149(8) and Schedule IV of the Companies Act, 2013, provide a code for independent directors, outlining their roles, functions, and duties.
    • Remuneration of Directors: Sections 197 to 205B cover the provisions related to the remuneration of directors, including managerial remuneration and the approval process for the same.
  2. Qualifications:
    • Qualifications of Directors: Section 164 specifies the disqualifications for appointment as a director. It outlines certain criteria, such as being of sound mind, not an undischarged insolvent, not convicted of certain offenses, etc.
    • Appointment of Directors: Section 152 covers the appointment of directors, including the procedure for electing or appointing directors, their tenure, and the rotation of directors.
    • Number of Directors: Section 149(1) specifies the maximum and minimum number of directors a company should have, and Section 149(2) outlines the requirement for at least one director to be a resident in India.
    • Qualification Shareholding: Section 165 specifies that a director can hold a qualification share if the articles of the company so provide.

Directors’ Rights:

  1. Right to Management: Directors have the fundamental right to participate in the management of the company. This includes involvement in strategic decision-making, policy formulation, and overseeing the day-to-day operations. The collective wisdom of the board is critical for shaping the company’s direction.
  2. Remuneration: Directors are entitled to fair and reasonable remuneration for their services. The determination of remuneration is subject to approval by shareholders or as prescribed in the company’s articles of association. This right acknowledges the significant responsibilities shouldered by directors.
  3. Right to Information: Directors have the right to access relevant information concerning the company’s affairs. This ensures transparency and enables informed decision-making. They can request information from fellow directors or officers and are entitled to review documents that impact the company’s performance.
  4. Decision-Making: Directors have the right to actively participate in board meetings and contribute to decision-making processes. They exercise voting rights on resolutions, ensuring their voices are heard on matters crucial to the company’s interests. This democratic process underscores the collaborative nature of corporate governance.
  5. Indemnity: Directors may be indemnified by the company for losses or liabilities incurred in the course of their duties, provided they have acted in good faith and within the scope of their authority. This right provides a level of protection, fostering a sense of confidence and security among directors.

Directors’ Duties:

  1. Duty of Care: Directors are entrusted with a duty to exercise reasonable care, skill, and diligence in the performance of their functions. This duty emphasizes the need for informed decision-making and responsible oversight to safeguard the company’s interests.
  2. Duty to Act in Good Faith: Directors must act in the best interests of the company and its stakeholders. Acting with integrity and in good faith ensures that decisions are made with the company’s welfare as the paramount consideration, fostering trust and credibility.
  3. Duty to Avoid Conflict of Interest: Directors are obligated to avoid situations where their personal interests conflict with those of the company. Transparency and disclosure of potential conflicts are essential, and in some cases, directors may need to seek approval from the board or shareholders.
  4. Duty of Loyalty: A director owes a duty of loyalty to the company, and this entails not exploiting their position for personal gain. Confidential information must be handled with the utmost care, and directors should refrain from activities that could compromise the company’s interests.
  5. Duty to Promote the Company’s Success: Directors must actively promote the success of the company. This involves considering the long-term impact of decisions on various stakeholders, including employees, customers, suppliers, and the community. Sustainable and ethical business practices are integral to fulfilling this duty.
  6. Compliance with Law: Directors are responsible for ensuring that the company complies with all applicable laws and regulations. This duty underscores the importance of legal compliance in maintaining the company’s reputation and avoiding potential legal consequences.

In conclusion, the Companies Act of 2013 establishes a balanced framework that delineates the rights and duties of directors. While directors enjoy certain privileges that empower them in their roles, their corresponding duties underscore the need for responsible, ethical, and transparent conduct. A harmonious balance between these rights and duties is essential for effective governance and the sustainable success of a company.

Winding up of company

In the words of Prof. L.C.B. Gower, the winding-up of a company is the process whereby its life is ended, and its property administered for the benefit of its creditors and members. A liquidator is appointed, and he takes control of the company, collects its debts, and finally distributes any surplus among the members in accordance with their rights. The main purpose of winding up a company is to realize its assets and pay its debts expeditiously and fairly in accordance with the law. The Companies Act, 2013 provides for an effective time-bound winding-up process.

Under the process, the life of the company is ended, and its property is administered for the benefit of the members and creditors. A liquidator is appointed to realise the assets and properties of the company. After payment of the debts, any surplus of assets left out will be distributed among the members according to their rights. Winding up does not necessarily mean that the company is insolvent. A perfectly solvent company may be wound up with the approval of members in a general meeting.

As per Section 2(94A) of the Companies Act, 2013, “winding up” means winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016. Thus, winding up ultimately leads to the dissolution of the company. In between winding up and dissolution, the legal entity of the company remains, and it can be sued in a Tribunal of law.

The meaning of dissolution

A company is said to be dissolved when it ceases to exist as a corporate entity. On dissolution, the company’s name shall be struck off by the Registrar from the Register of Companies and he shall also get this fact published in the Official Gazette. The dissolution thus puts an end to the existence of the company.

Modes of dissolution

Dissolution of a company may be brought about in any of the following ways:

  1. Through transfer of a company’s undertaking to another under a scheme of reconstruction or amalgamation. In such a case the transferor company will be dissolved by an order of the Tribunal without being wound up.
  2. Through the winding up of the company, wherein assets of the company are realized and applied towards the payment of its liabilities. The surplus, if any is distributed to the members of the company, in accordance with their rights.

Difference between dissolution and winding up.

ParticularsWinding upDissolution
MeaningWinding up means appointing a liquidator to sell off the assets, divide the proceeds among creditors, and file to the NCLT for dissolution.Dissolution means to dissolve the company completely. Any further operations cannot be done in the company name.
ProcessWinding up is one of the methods through which the dissolution of a company is carried on.Dissolution is the end
process/result of winding up and getting the name stuck off from the Register of Companies.
Existence of CompanyThe legal entity of the company continues and exists at the commencement and during the winding up process.The dissolution of the company brings an end to its legal entity status.
Continuation of BusinessA company can be allowed to continue its
business during the winding up process if it is
required for the beneficial winding up of
the company.		The company ceases to exist
upon its dissolution.
ModeratorLiquidator carries out the process of winding up.The NCLT passes the order of dissolution.
Activities IncludedFilling of winding up resolution or petition, the appointment of the liquidator, receiving declarations, preparation of reports, disclosures to ROC and filing for dissolution to the NCLT.Filing of resolutions, declarations and other required documents to the NCLT to pass dissolution order.

Modes of winding up

A company may be wound up in any of the following two ways:

  1. Compulsory winding up. (Sec. 272)
  2. Liquidation under Insolvency and Bankruptcy Code, 2016.

Grounds of Winding up

As per section 271, Tribunal may order for the winding up of a company on a petition submitted to it
under section 272 on any of the following grounds:

  1. Passing of special resolution for the winding up. When a company has by passing a special resolution resolved to be wound up by the Tribunal, winding up order may be made by the Tribunal. The resolution may be passed for any cause whatever. Tribunal may not order for the winding up if it finds it to be opposed to public interest or the interest of the company as a whole.
  2. Inability to pay debts. As per section 271(2), a company shall be deemed to be unable to pay its debts under the following circumstances:
    a) Notice for payment. If a creditor to whom the company owes a sum exceeding one lakh rupees has served on the company a demand for payment and the company has for three weeks thereafter neglected to pay the sum or otherwise satisfy the creditor, it shall be deemed that the company has become unable to pay its debt. It is essential that the debt is payable presently. Negligence in paying a debt on demand is omitting to pay without reasonable cause. Mere omission by itself will not amount to negligence. Further, where a debt is bonafide disputed, there is no negligence to pay. Failure to pay public deposits on their due dates amount to inability to pay debts. A dividend when declared becomes a debt due by the company and the shareholder can also apply for company’s liquidation if the company is unable to pay his dividend.

b) Decree. If a decree or order issued by a Tribunal/court in favour of a creditor of the company on execution remains unsatisfied on its execution.

c) Commercial Insolvency. It is proved to the satisfaction of the Tribunal that the company cannot pay its debts. This implies commercial insolvency (when company’s assets are insufficient to meet its existing liabilities) of the company as is disclosed by its balance sheet. The mere fact that the company is incurring losses does not mean that it is unable to pay its debts, for its assets may be more than its liabilities. Liabilities for this purpose will include all contingent and prospective liabilities and even if the debt relied upon in the petition is disputed bona fide, the company may be wound up if the applicant can prove the insolvency of the company. However, non-payment of a bona fide disputed claim is no proof of insolvency.

  1. Just and equitable. The Tribunal may order for the winding up of a company if it thinks that there are just and equitable grounds for doing so. The Tribunal has very large discretionary power in this case. This power has been given to the Tribunal to safeguard the interests of the minority and the weaker group of members. Tribunal, before passing such an order, will take into account the interest of the shareholders, creditors, employees and also the general public. Tribunal may also refuse to grant an order for the compulsory winding up of the company if it is of the opinion that some other remedy is available to the petitioner to redress his grievances and that the demand for the winding up of the company is unreasonable. A few of the examples of ‘just and equitable’
    grounds on the basis of which the Tribunal may order for the winding up of the company are given:
    (i) Oppression of minority. In cases where those who control the company abuse their power to such an extent that it seriously prejudices the interests of minority shareholders, the Tribunal may order for the winding up of the company.
    (ii) Deadlock in management. Where there is a complete deadlock in the management of the company, the company may be ordered to be wound up.
    (iii) Loss of substratum. Where the objects for which a company was constituted have either failed or become substantially impossible to be carried out, i.e., ‘substratum of the company’ is lost.
    (iv) Losses. When the business of a company cannot be carried on except at a loss, the company may be wound up by an order of the Tribunal on just and equitable grounds. But mere apprehension on the part of some shareholders that the company will not be able to earn profits cannot be just and equitable ground for the winding up order.

(v) Fraudulent object. If the business or the objects of the company are fraudulent or illegal or have become illegal with the changes in the law, the Tribunal may order the company to be wound up on just and equitable grounds. However, the mere fact of having been a fraud in the promotion or fraudulent misrepresentation in the prospectus will not be sufficient ground for a winding up order, for the majority of shareholders may waive the fraud.

4. If the company has made a default in filing with the Registrar its financial statements or annual returns for immediately preceding five consecutive financial years.

5. If the company has acted against the interests of the sovereignty and integrity of India, the security of the State, friendly relations with foreign States, public order, decency or morality.

6. If on an application made by the Registrar or any other person authorized by the Central Government by notification under this Act, the Tribunal is of the opinion that the affairs of the company have been conducted in a fraudulent manner or the company was formed for fraudulent and unlawful purpose or the persons concerned in the formation or management of its affairs have been guilty of fraud, misfeasance or misconduct in connection therewith and that it is proper that the company be wound up.

Example: Re. Yenidje Tobacco Ltd. W and R were the only two shareholders as well as the directors of a private company. Subsequently some serious differences developed, and they became hostile to each other. They stopped even talking to each other. It was held that there was complete deadlock in the management of the company and, therefore, it would be just and equitable to order for its winding up.

Who may file petition?

An application for the winding up of a company has to be made by way of petition to the Court. A
petition may be presented under Section 272 by any of the following persons:
(a) the company; or
(b) any creditor or creditors.
(c) any contributory or contributories.
(d) all or any of the parties specified above in clauses (a), (b), (c) together
(e) the Registrar.
(f) any person authorized by the Central Government in that behalf.
(g) by the Central Government or State Government in case of company acting against the interest of the sovereignty and integrity of India. Section 272 provides that the petition for compulsory winding up of a company may be filed in the tribunal by any of the following persons:

  1. Company. A company can make a petition to the Tribunal for its winding up by an order of the Tribunal, when the members of the company have resolved by passing a special resolution to wind up the affairs of the company. Managing director or the directors cannot file such a petition on their own account unless they do it on behalf of the company and with the proper authority of the members in the general meeting. (Section 272(5))
  2. Creditors. A creditor may make a petition to the Tribunal for the winding up of the company, when he is able to prove that the company is unable to pay off his debts exceeding Rs. 1, 00,000 within three weeks of the notice of demand or where a decree or any other process issued by the Tribunal in favour of a creditor of a company is returned unsatisfied in whole or in part. Law does not recognize any difference between the secured and unsecured creditors for this purpose. ‘A secured creditor is as much entitled as of right to file a petition as an unsecured creditor.’ But in case of secured creditor’s petition, winding up order shall not be made where the security is adequate, and no other creditor supports the petition.
    A contingent or prospective creditor can also file a winding up petition if he obtains the prior consent of the Tribunal. The Tribunal shall grant the permission only when:
    (i) It is satisfied that there is a prima facie case for the winding up of the company; and
    (ii) The creditor provides such security for costs as the Tribunal thinks reasonable.
    The Tribunal may, before passing a winding up order, on a creditor’s petition, ascertain the wishes of other creditors. If the majority of the creditors in value oppose, and the Tribunal having regard to the company’s assets and liabilities considers the opposition reasonable, it may refuse to pass a winding up order.
  3. Contributories. A contributory3 shall be entitled to present a petition for the winding up of a company, notwithstanding that he may be the holder of fully paid-up shares, or that the company may have no assets at all or may have no surplus assets left for distribution among the shareholders after the satisfaction of its liabilities, and shares in respect of which he is a contributory or some of them were either originally allotted to him or have been held by him, and registered in his name,
    for at least six months during the eighteen months immediately before the commencement of the winding up or have devolved on him through the death of a former holder. (Section 272(3))
  4. Registrar. Registrar may with the previous sanction of the Central Government make petition to the Tribunal for the winding up the company only in the following cases:
    a) when it appears that the company has become unable to pay debts from the accounts of the company or from the report of the inspectors appointed by the Central Government under section 210; or
    b) If the company has made a default in filing with the Registrar its financial statements or annual returns for immediately preceding five consecutive financial years.
    c) if the company has acted against the interests of the sovereignty and integrity of India, the security of the State, friendly relations with foreign States, public order, decency or morality.
    d) if on an application made by the Registrar or any other person authorized by the Central
    Government by notification under this Act, the Tribunal is of the opinion that the affairs of the company have been conducted in a fraudulent manner or the company was formed for fraudulent and unlawful purpose, or the persons concerned in the formation or management of its affairs have been guilty of fraud, misfeasance or misconduct in connection therewith and that it is proper that the company be wound up.

The Semi-Conductor Integrated Circuits Layout Design Act, 2000

Semiconductor Integrated Circuit Layout Design(SICLD) Act, 2000, has come into operation in India w.e.f. 4th September 2000. As per the provisions of this Act, Registrar Semiconductor Integrated Circuits Layout-Design Registry under the  Ministry of Electronics and Information Technology (MeitY) has been appointed with its head office at Electronics Niketan, 6 CGO Complex, Lodi Road New Delhi-110003.The Registry maintains the Register of Layout-Designs and records in it the registered layout-designs with the names, addresses, and descriptions of the proprietor and such other matters related to the registered layout-designs.

Definitions

  • “Semiconductor integrated circuit” means a product having transistors or other circuitry elements, which are inseparably formed on a semiconductor material or an insulating material or inside the semiconductor material and designed to perform an electronic circuitry function.
  • “Layout-design” means a layout of transistors, and other circuitry elements and includes lead wires connecting such elements and expressed in any manner in a semiconductor integrated circuit.
  • “Commercial exploitation” in relation to the SICLD means to sell, lease, offer or exhibit for sale or otherwise distribute such semiconductor integrated circuit for any commercial purpose.

Electronics and Information technology is one of the fastest growing sectors that has played a significant role in world economy. This is primarily due to the advancements in the field of electronics, computers and telecommunication. Microelectronics, which primarily refers to Integrated Circuits (ICs) ranging from, Small Scale Integration (SSI) to Very Large Scale Integration (VLSI) on a semiconductor chip – has rightly been recognized as a core, strategic technology world-over, especially for Information Technology (IT) based society. Design of integrated circuits requires considerable expertise and effort depending on the complexity. Therefore, protection of Intellectual Property Rights (IPR) embedded in the layout designs is of utmost importance to encourage continued investments in R & D to result in technological advancements in the field of microelectronics. The practice of providing protection through the methods of Copyright, Patents did not appropriately accommodate the requirements of Intellectual Property Rights protection for the Layout-Designs of Integrated Circuits. This was because of the fact that in the context of Layout Designs, the concept of “originality” is of utmost significance, whether it is a “novelty or not”. While the Patent Law requires that the idea should be original as well as novel, the copyright law is too general to accommodate the original ideas of scientific creation of LayoutDesigns of Integrated Circuits.

 In view of the above, the necessity for providing protection for Layout-Designs of Integrated Circuits was felt to reward and encourage an adequate level of investment of human, financial and technological resources. The Majority of countries that attach significance to protection of Intellectual Property Rights in the Semiconductor Integrated Circuits provides for sui generis system of protection of Layout-Designs of Integrated Circuits, which is usually contained in a separate Act. Trade Related Intellectual Property Rights (TRIPS) Agreement under WTO contains provisions with regard to setting up of standards concerning availability, scope and use of Intellectual Property Rights, Geographical Indications, Layout-Design of Integrated Circuits etc. Therefore, the Government enacted the Semiconductor Integrated Circuit LayoutDesigns Act, 2000 providing for protection of Semiconductor Integrated Circuits Layout- Designs by process of registration, mechanism for distinguishing Layout-Designs which can be protected, rules to prohibit registration of Layout-Designs which are not original and/or which have been commercially exploited, period for protection, provisions with regard to infringement, payment of royalty for registered Layout-Design, provisions for dealing with willful infringement by way of punishment, appointing a Registrar for registering the Layout Designs and mechanism of Appellate Board. To conclude, the various modifications and amendments to earlier Intellectual Property Laws are an indication of India’s move towards new IPR regime so as to prepare ourselves for the global trade competition.

The Protection of Plant Varieties and Farmers’ Rights Act, 2001

The concept of Plant Breeders’ Rights arises from the need to provide incentives to plant breeders engaged in the creative work of research which sustains agricultural progress through returns on investments made in research and to persuade the researcher to share the benefits of his creativity with society. The issue of enacting a law relating to Plant Varieties Protection and Farmers’ Rights in India assumed importance particularly in the wake of TRIPS agreement under WTO which seeks to promote effective protection of Intellectual Property Rights in all fields of technology. Article 27 of TRIPS Agreement defines patentable subject matter and requires member countries to provide for the protection of plant varieties whether by patenting or by an effective sui generis system or by any combination thereof. With a view to provide for the establishment of an Authority to give an effective system of protection of the rights of plant breeders and farmers, and to encourage the development of new varieties of plants and to give effect to the provisions of TRIPS Agreement, the Government enacted the Protection of Plant Varieties and Farmers’ Right Act, 2001.

This Act seeks to stimulate investment for research and development both in the public and private sectors for the development of new plant varieties by ensuring appropriate returns on such investments. It also seeks to facilitate the growth of the seed industry in the country through domestic and foreign investment to ensure the availability of high quality seeds and planting material to Indian farmers. It also recognizes the role of farmers as cultivators and conservers and the contribution of traditional, rural and tribal communities to the country’s agro biodiversity by rewarding them for their contribution through benefit sharing and protecting the traditional rights of the farmers. The Act also provides for setting up of the Protection of Plant Varieties and Farmer’s Rights Authority to promote and develop new varieties of plants and promote rights of the farmers and breeders.

Objectives

  1. To establish an effective system for the protection of plant varieties, the rights of farmers and plant breeders and to encourage the development of new varieties of plants.
  2. To recognize and protect the rights of farmers in respect of their contributions made at any time in conserving, improving and making available plant genetic resources for the development of new plant varieties.
  3. To accelerate agricultural development in the country, protect plant breeders’ rights; stimulate investment for research and development both in public & private sector for the development new of plant varieties.
  4. Facilitate the growth of seed industry in the country which will ensure the availability of high quality seeds and planting material to the farmers.

The Geographical Indications of Goods (Registration and Protection ) Act, 1999:

 Until recently, Geographical indications were not registrable in India and in the absence of statutory protection, Indian geographical indications had been misused by persons outside India to indicate goods not originating from the named locality in India. Patenting turmeric, neem and basmati are the instances which drew a lot of attention towards this aspect of the Intellectual property. Mention should be made that under the Agreement on Trade Related Aspects of Intellectual Property Rights (TRIPS), there is no obligation for other countries to extend reciprocal protection unless a geographical indication is protected in the country of its origin. India did not have such a specific law governing geographical indications of goods which could adequately protect the interest of producers of such goods. To cover up such situations it became necessary to have a comprehensive legislation for registration and for providing adequate protection to geographical indications and accordingly the Parliament has passed a legislation, namely, the Geographical indication of Goods (Registration and Protection) Act, 1999. The legislation is administered through the Geographical Indication Registry under the overall charge of the Controller General of Patents, Designs and TradeMarks. 

A geographical indication (GI) is a sign used on products that have a specific geographical origin and possess qualities or a reputation that are due to that origin. In order to function as a GI, a sign must identify a product as originating in a given place

The salient features of this legislation are as under: 

(a) Provision of definition of several important terms like “geographical indication”, “goods”, “producers”, “packages”, “registered proprietor”, “authorized user” etc. 

(b) Provision for the maintenance of a Register of Geographical Indications in two parts-Part A and Part B and use of computers etc. for maintenance of such Register. While Part A will contain all registered geographical indications, Part B will contain particulars of registered authorized users. 

(c) Registration of geographical indications of goods in specified classes. 

(d) Prohibition of registration of certain geographical indications. 

(e) Provisions for framing of rules by Central Government for filing of application, its contents and matters relating to substantive examination of geographical indication applications. 

(f) Compulsory advertisement of all accepted geographical indication applications and for inviting objections.

 (g) Registration of authorized users of registered geographical indications and providing provisions for taking infringement action either by a registered proprietor or an authorized user. 

(h) Provisions for higher level of protection for notified goods. 

(i) Prohibition of assignment etc. of a geographical indication as it is public property. 

(j) Prohibition of registration of geographical indication as a trademark. 

(k) Appeal against Registrar’s decision would be to the Intellectual Property Board established under the Trade Mark legislation.

 (l) Provision relating to offenses and penalties.

 (m) Provision detailing the effects of registration and the rights conferred by registration.

 (n) Provision for reciprocity powers of the registrar, maintenance of Index, protection of homonymous geographical indications etc.

The Designs Act, 2000

The Designs Act of 1911 has been replaced by the Designs Act, 2000. The Design Act in India was enacted by the Legislature on May 25, 2000 with a view to consolidate and amend the law relating to protection of designs in India. Under the TRIPS Agreement, minimum standards of protection of industrial designs have been provided for.In view of considerable progress made in the field of science and technology, a need was felt to provide a more efficient legal system for the protection of industrial designs in order to ensure effective protection to registered designs, and to encourage design activity to promote the design element in an article of production. In this backdrop, the Designs Act, 2000 has been enacted essentially to balance these interests and to ensure that the law does not unnecessarily extend protection beyond what is necessary to create the required incentive for design activity while removing impediments to the free use of available designs. 

The Designs Act, 2000 (“the Act”), is a complete code in itself and protection under it is wholly statutory in nature. It protects the visual design of objects that are not purely utilitarian. Section 2(d) of the Act, defines a Design as:

  • “design” means only the features of shape, configuration, pattern, ornament or composition of lines or colours applied to any article whether in two dimensional or three dimensional or in both forms, by any industrial process or means, whether manual, mechanical or chemical, separate or combined, which in the finished article appeal to and are judged solely by the eye; but does not include any mode or principle of construction or anything which is in substance a mere mechanical device, and does not include any trade mark as defined in clause (v) of sub-section (1) of section 2 of the Trade and Merchandise Marks Act, 1958 (43 of 1958) or property mark as defined in section 479 of the Indian Penal Code (45 of 1860) or any artistic work as defined in clause (c) of section 2 of the Copyright Act, 1957 (14 of 1957).

The new Act complies with the requirements of TRIPS and hence is directly relevant for international trade. Industrial Design law deals with the aesthetics or the original design of an industrial product. An industrial product usually contains elements of both art and craft, that is to say artistic as well as functional elements.The design law excludes from its purview the functioning features of an article and grants protection only to those which have an aesthetic appeal. For example, the design of a teacup must have a hollow receptacle for holding tea and a handle to hold the cup. These are functional features that cannot be registered. But a fancy shape or ornamentation on it would be registrable. Similarly, a table, for example, would have a flat surface on which other objects can be placed. This is its functional element. But its shape, colour or the way it is supported by legs or otherwise, are all elements of design or artistic elements and therefore, registrable if unique and novel. Today, industrial design has become an integral part of consumer culture where rival articles compete for consumer’s attention. It has become important therefore, to grant to an original industrial design adequate protection.

The salient features of the Design Act, 2000 are as under:

 (a) Enlarging the scope of definition of the terms “article”, “design” and introduction of definition of “original”.

 (b) Amplifying the scope of “prior publication”. 

(c) Introduction of provision for delegation of powers of the Controller to other officers and stipulating statutory duties of examiners. 

(d) Provision of identification of non-registrable designs. 

(e) Provision for substitution of applicant before registration of a design. 

(f) Substitution of Indian classification by an internationally followed system of classification. 

(g) Provision for inclusion of a register to be maintained on computer as a Register of Designs. 

(h) Provision for restoration of lapsed designs.

 (i) Provisions for appeal against orders of the Controller before the High Court instead of the Central Government.

 (j) Revoking the period of secrecy of two years of a registered design. 

(k) Providing for compulsory registration of any document for transfer of right in the registered design.

 (l) Introduction of additional grounds in cancellation proceedings and provision for initiating the cancellation proceedings before the Controller in place of the High Court. 

(m) Enhancement of quantum of penalty imposed for infringement of a registered design. 

(n) Provision for grounds of cancellation to be taken as defense in the infringement proceedings to be in any court not below the Court of District Judge. 

(o) Enhancing the initial period of registration from 5 to 10 years, to be followed by a further extension of five years.

 (p) Provision for allowance of priority to other convention countries and countries belonging to the group of countries or inter-governmental organizations apart from United Kingdom and other Commonwealth Countries. (q) Provision for avoidance of certain restrictive conditions for the  control of anti competitive practices in contractual licenses. 

Cyber Crime

Cybercrime is a crime that involves a computer and a network. The computer may have been used to commit the crime and in many cases, it is also the target. Cybercrime may threaten a person or a nation’s security and financial health.

Definition of Cyber crime

Any offenses committed against individuals or groups of individuals to harm the reputation or cause physical or mental trauma through electronic means can be defined as Cybercrime. Electronic means can include but are not limited to, the use of modern telecommunication networks such as the Internet (networks including chat rooms, emails, notice boards and groups) and mobile phones (Bluetooth/SMS/MMS).

Why is Cybercrime considered a grave offense?

There are many privacy concerns surrounding cybercrime when sensitive information is intercepted and leaked to the public, legally or otherwise. Some of that information may include data about military deployments, internal government communications, and even private data about high-value individuals. Cybercrime is not confined to individuals alone. Internationally, both governmental and non-state actors engage in cybercrimes, including espionage, financial theft, and other cross-border crimes. Cybercrimes crossing international borders and involving the actions of at least one nation-state is sometimes referred to as cyberwarfare.

Laws against Cybercrime in India

Ever since the introduction of cyber laws in India, the Information Technology Act (IT Act) 2000  covers different types of crimes under cyber law in India. The following types of cybercrimes are covered under the IT Act 2000.

  • Identity theft – Identity theft is defined as theft of personnel information of an individual to avail financial services or steal the financial assets themselves.
  • Cyberterrorism – Cyberterrorism is committed with the purpose of causing grievous harm or extortion of any kind subjected towards a person, groups of individuals, or governments.
  • Cyberbullying – Cyberbullying is the act of intimidating, harassment, defaming, or any other form of mental degradation through the use of electronic means or modes such as social media.
  • Hacking – Access of information through fraudulent or unethical means is known as hacking. This is the most common form of cybercrime know to the general public.
  • Defamation – While every individual has his or her right to speech on internet platforms as well, but if their statements cross a line and harm the reputation of any individual or organization, then they can be charged with the Defamation Law.
  • Trade Secrets – Internet organization spends a lot of their time and money in developing software, applications, and tools and rely on Cyber Laws to protect their data and trade secrets against theft; doing which is a punishable offense.
  • Freedom of Speech – When it comes to the internet, there is a very thin line between freedom of speech and being a cyber-offender. As freedom of speech enables individuals to speak their mind, cyber law refrains obscenity and crassness over the web.
  • Harassment and Stalking – Harassment and stalking are prohibited over internet platforms as well. Cyber laws protect the victims and prosecute the offender against this offense.

REMEDIES

The Information Technology Act of 2000 subsequently revised in 2008, was enacted to set limitations for these types of attackers when it came to committing Cyber-crimes. For laypeople, this is known as the Cyber-law. This Act establishes sanctions and compensation for offences involving technology. When a person is a victim of a cybercrime, he has the option of going to court to pursue legal action against the perpetrator.

The victim has the right to file an appeal in court for compensation for the wrong done to him under section 43A of the Information Technology Act of 2000, as this section covers the penalties and compensations for offences such as “damage to the computer, computer system, or computer networks, etc.”Anybody corporate that deals with sensitive data, information, or maintains it on its own or on behalf of others and negligently compromises such data or information will be liable under this section and will be required to pay compensation according to the court’s discretion.

Section 65 of the Act covers the punishment for the offences which involve “tampering with computer source documents”, where according to the section, “Whoever knowingly or intentionally conceals, destroys or alters or intentionally or knowingly causes another to conceal, destroy, or alter any computer source code used for a computer, computer program, computer system or computer network, when the computer source code is required to be kept or maintained by law for the time being in force, shall be punishable with imprisonment up to three years, or with fine which may extend up to two lakh rupees, or with both”.

There are still some gaps in the IT Act of 2008 since there are new and unknown cyber-offenses for which the law needs to stretch its arms and tighten its grip.

Here are also offences that are not covered by the IT Act because they are already covered by other laws, such as “Cyber-defamation,” which is governed by the Indian Penal Code, 1860. The term “Defamation” and its punishment are defined under this Act, so there is no need for a separate definition elsewhere because the impact of such an online offence is the same as it is offline.

VALIDITY OF ONLINE CONTRACT

 E-Contract is an aid to drafting and negotiating successful contracts for consumer and business e-commerce and related services. It is designed to assist people in formulating and implementing commercial contracts policies within e-businesses. It contains model contracts for the sale of products and supply of digital products and services to both consumers and businesses. An e-contract is a contract modeled, executed and enacted by a software system. Computer programs are used to automate business processes that govern e-contracts. E-contracts can be mapped to inter-related programs, which have to be specified carefully to satisfy the contract requirements. These programs do not have the capabilities to handle complex relationships between parties to an e-contract 

In a country like India, where the literacy rate is not so high, the concept of ‘Digital India’ is far reaching. People still feel insecure to do online based transactions mainly because the terms  and conditions of such contracts are not transparent. Another major issue is the nature of the law governing the electronic contracts. Even if the IT Act, 2000 has legalized electronic contracts, there are no definite provisions mentioned in the Act. 

Documents are mainly registered for conservation of evidence, assurance of title and to protect oneself from fraud. The evidentiary value of electronic contracts has been given recognition and can be understood in the light of various sections of Indian Evidence Act. Sec 65B of the Indian Evidence Act deals with the admissibility of electronic records. As per Sec 65B of the Indian Evidence Act any information contained in an electronic record produced by the computer in printed, stored or copied form shall deemed to be a document and it can be admissible as an evidence in any proceeding without further proof of the original subject to following conditions are satisfied such as the computer from where it was produced was in regular use by a person having lawful control over the system at the time of producing it, during the ordinary course of activities the information was fed into the system on a regular basis, the output computer was in a proper operating condition and have not affected the accuracy of the data entered.

 Section 85A, 85B, 88A, 90A and 85C of the Indian Evidence Act deal with the presumptions as to electronic records. Sec 85A has been inserted later to confirm the validity of electronic contracts. It says that any electronic record in the form of electronic agreement is concluded and gets recognized the moment a digital signature is affixed to such record. The presumption of electronic record is valid only in case of five years old record and electronic messages that fall within the range of Section 85B, Section 88A and Section 90A of Indian Evidence Act. 

REMEDIES FOR BREACH OF ONLINE CONTRACT

There is no specific rule in case of breach of online contract but the rules regarding remedies for breach of contract can be followed as provided in The Indian Contract Act. A valid contract gives rise to co- relative rights and obligations and they are enforceable in the court of law when infringed on breach of contract. The Contract Act mainly talks about two remedies for the breach of contract such as Damages and Quantum Meruit. But few other remedies are also available as provided in the Specific Relief Act such as specific performance of contract and injunction restraining the other party from making a breach of contract. Sec 73 and Sec 74 of the Indian Contract Act, The person whose rights are infringed by the breach of contract may bring an action for damages or compensation in terms of monetary value for the loss suffered by the party. Sec 73 to 75 provides rules regarding the assessment of damages based on the famous case Hadley vs. Baxendale. According to the rules laid down in this case, there can be damages which naturally arose on the usual course of things from such breach of contract and can be called ordinary damages and secondly, damages for loss arose from special circumstances i.e. special damages. Contract Act, 1872 deals with the rules regarding the remedy of damages on breach of contract.

 The person whose rights are infringed by the breach of contract may bring an action for damages or compensation in terms of monetary value for the loss suffered by the party. Sec 73 to 75 provides rules regarding the assessment of damages based on the famous case Hadley vs. Baxendale. According to the rules laid down in this case, there can be damages which naturally arose on the usual course of things from such breach of contract and can be called ordinary damages and secondly, damages for loss arose from special circumstances i.e. special damages. 

REMEDY CLAUSE These clauses state what rights the non-breaching party has if the other party breaches the contract. In contracts for the sale of goods, remedy clauses are usually designed to limit the seller’s liability for damages. 

Arbitration Clauses: An arbitration clause states that disputes arising under the contract must be settled through arbitration rather than through court litigation. Such clauses generally include the name of the organization that will conduct the arbitration, the city in which the arbitration will be held, and the method for selecting arbitrators. 

Merger Clauses: Merger clauses state that the written document contains the entire understanding of the parties. The purpose of merger clauses is to ensure that evidence outside the written document will not be admissible in court to contradict or supplement the terms of the written agreement. 

Breach of Contract: The parties to a contract must either perform or offer to perform their respective promises, unless such performance is dispensed with or excused under the provisions of the Act, or any other law. Promises bind the representatives of the promisor in the case of death of such promisor before performance, unless a contrary intention appears from a contract. In a contract the agreement being enforceable by law, each party to the contract is legally bound to perform his part of the obligation. Non-performance of the duty undertaken by a party in a contract amounts to breach of contract, for which he can be made liable.

Remedies for breach of contract

The legal remedies for breach of contract are: (a) damages; (b) specific performance of the contract; and (c) injunction.

 Damages: In practice damages constitute the main remedy. When a contract has been breached, the party who suffers by such breach is entitled to receive, from the party who has breached the contract, compensation for any loss or damage caused to him thereby, being loss or damages which naturally arose in the usual course of things from such breach or which the parties knew, when they made the contract, to be likely to result from the breach of it. Such compensation is not to be given for any remote and indirect loss of damage sustained by reason of the breach. 

A person who rightfully rescinds a contract is entitled to compensation for any damage, which he has sustained through non-fulfillment of the contract.

 Liquidated damages and penal stipulations If a sum is named in the contract as the amount to be paid in case of breach of contract, or if the contract contains any other stipulation by way of penalty, the party complaining of the breach is entitled, whether or not actual damage of loss is proved to have been caused thereby, to receive, from the party who has broken the contract, reasonable compensation, not exceeding the amount so named or the penalty stipulated for. 

A stipulation for increased interest from the date of default may be regarded as a stipulation by “way of penalty”. The court is empowered to reduce it to an amount which is reasonable in the circumstances.

 Specific performance In certain special cases (dealt with in the Specific Relief Act, 1963), the court may direct against the party in default “specific performance” of the contract, that is to say, the party may be directed to perform the very obligation which he has undertaken, by the contract. This remedy is discretionary and granted in exceptional cases. Specific performance means actual execution of the contract as agreed between the parties. 

  • Specific Performance of any contract may, in the discretion of the court be enforced in the following situations 
  • When there exists no standard for ascertaining the actual damage caused by the nonperformance of the act agreed to be done; or 
  •  When the act agreed to be done is such that monetary compensation for its nonperformance would not afford adequate relief. 

Instances where compensation would be deemed adequate relief are: 

 Agreement as a consequence of a breach by a landlord for repair of the rented premises;  Contract for the sale of any goods, for instance machinery or goods.

 Exceptions A contract which runs into such minute or numerous details or which is so dependent on the personal qualifications or volition of the parties, or otherwise from its nature is such, that the court cannot enforce specific performance of its material terms, cannot be specifically enforced. 

Another situation when a contract cannot be specifically enforced is where “the contract is in its nature determinable”. A contract is said to be determinable, when a party to the contract can put it to an end. A contract the performance of which involves the performance of a continuous duty, which the Court cannot supervise, cannot be specifically enforced. 

Persons who cannot obtain specific performance 

The specific performance of a contract cannot be obtained in favor of a person who could not be entitled to recover compensation for the breach of contract. Specific performance of a contract cannot be enforced in favor of a person who has become incapable of performing the contract that on his part remains to be performed, or who violates any essential term of the contract that on his part remains to be performed, or who acts fraudulently despite the contract, or who willfully acts at variance with, or in subversion, of the relation intended to be established by the contract.

ONLINE CONTRACT

Contract:

The Indian Contract Act, 1872 defines a contract as an agreement between two or more parties for the buying/selling of goods or services for a valid consideration. The essentials to a valid contract are also some of the essentials to an e-contract which are:

  1. An offer and acceptance have to be made.
  2. There should be a lawful consideration.
  3. There should be free consent between the parties to a contract.
  4. The object of the agreement should be lawful.
  5. Parties must be competent enough to contract.
  6. The contract must be enforceable by law.

The Indian Contract Act, 1872 provides a basic contractual rule that a contract is valid if it is made by competent parties out of their free consent for a lawful object and consideration. There is no specific way of communicating offer and acceptance; it can be done verbally, in writing, or even by conduct. Thus, oral contracts are as valid as written contracts; the only condition is they should possess all the essentials of a valid contract.

It was held in the case of Bhagwandas Goverdhandas Kedia v. Girdharilal Parshottamdas, “that ordinarily, it is the acceptance of offer and intimation of that acceptance which results in a contract. This intimation must be by some external manifestation that the law regards as sufficient. Hence, even in the absence of any specific legislation validating e-contracts cannot be challenged because they are as valid as a traditional contract is.” 

E-Contract

The Information Technology Act, of 2000 provides various procedural, and administrative guidelines and regulates the provisions relating to all kinds of electronic transactions. These include computer data protection and authentication of documents by way of digital or electronic signature. Though electronic contracts have been given recognition by the IT Act, 2000, the majority feel it less secure to get into any kind of online contract as there are no concrete judicial precedents for the validity and enforceability of online contracts in India. The 2008 amendment to the IT Section 10 gives legislative authority to E contracts. It says that “Where in a contract formation, the communication of proposals, the acceptance of proposals, the revocation of proposals and acceptances, as the case may be, are expressed in electronic form or by means of an electronic record, such contract shall not be deemed to be unenforceable solely on the ground that such electronic form or means was used for that purpose.”

E contracts are contracts that are not paper-based and are electronic in nature. These contracts are generally made for speedy entering into a contract or for the convenience of the parties. They are best made between parties who live in 2 different parts of the world and have to enter into an agreement. A digital signature is all they need to enter into a contract as a party even though both the parties to the contract are sitting miles away from each other. In this proliferating world, it is the most convenient method to enter into a contract without being physically exhausted. The 2 main parties to an e-contract are- The Originator and the Addressee.

Originator according to the IT Amendment Act, 2008 is a person who sends, generates, stores, or transmits any electronic message to be sent, generated, stored, or transmitted to any other person and does not include an Intermediary. ( In the present context, the person who initiates the process of making an e-contract sends it to the other party.)

An Addressee according to the IT Amendment Act, 2008 is a person who is intended by the originator to receive the electronic record but does not include any Intermediary. (In the present context, the party which receives the e-contract made by the other party.)

E contracts can be broadly categorized into :

  • Shrink Wrap Agreements
  • Click Wrap Agreements

Click Wrap agreements are mostly found in the software installation process. The user has to click either ‘Accept’ or ‘Decline’ to accept or reject the agreement respectively. These agreements lack a certain amount of bargain power. Choosing to make payments online or choosing to reject them is an example of using a click wrap agreement.

Shrink Wrap agreements are those which can only be read and accepted by the consumer after the opening of a particular product. The term is described after the shrink wrap plastic wrapping that is used to cover software or other boxes. Installing software from a CD into your PC is an example of a shrink-wrap agreement.

In the case of browse-wrap contracts, we usually accept the terms and conditions of the contract by clicking the button that indicates ‘I Agree’, and in the case of shrink wrap contract or purchase of a software product, assent is given by the consumer or the purchaser with tearing of the wrapper and using it. Many have the tendency of not reading the terms and conditions carefully before agreeing to such. But these actions should be taken consciously and carefully only after reading the terms of the contract properly as it leads to a valid contract and the terms can be strictly enforced against them. 

However, courts in other countries such as the US, have dealt with the validity and enforceability of contracts such as shrink wrap and click wrap contracts. It was held in the famous case of ProCD. Inc. vs. Zeidenberg ``that the very fact that purchaser after reading the terms of the license featured outside the wrap license opens the cover coupled with the fact that he accepts the whole terms of the license that appears on the screen by a keystroke constitutes an acceptance of the terms by conduct.” Thus, it is confirmed that shrink-wrap agreements are valid contracts and are enforceable against the purchaser of the software. But the enforceability of the shrink-wrap agreement is extended as far as the general principles of the contract are not violated. The validity of the click wrap agreement was first considered when the Court for the northern district of California upheld in the famous case of Hotmail Corporation that “the defendant is bound by the terms of the license as he clicked on the box containing

An online contract is simply a communication between two parties in regard to the transfer of goods/services. And as per the Indian Evidence Act, any e-mail communication and other communication made electronically is recognized as valid evidence in a Court of law. By considering the points, it can be concluded that the contract that follows the communication is valid too and Indian law thus recognizes the validity of online contracts. 

Difference between contract and E-Contract

ContractsE-Contracts
It requires the traditional signatures of the partyIt needs the digital signatures
The contracts are drafted on the paperThese are drafted digitally
Parties are physically present at the time of the contractThere is no need to present physically while making the contract
They took heavy transaction costLow transaction cost
More time consumingThese are time-saving contract
The risk factor is very low, almost secureThere is a high risk involved in the E-contracts

Conclusion

The citizens of India are encouraging the concept of Digital India, but there is no definite legislation relating to the transactions done over computerized communication networks. Several laws such as The Indian Contract Act, 1872, Information Technology Act, 2000, Indian Copyright Act, 1957, and the Consumer Protection Act, 2019  to some extent are working and acting on resolving issues that arise relating to the formation and validation of online contracts. The Information Technology Act, 2000 is the Act that governs the transactions conducted over the internet and explains the considerable mode of acceptance of the offer and provides the rules for revocation of offer and acceptance in a vague or indefinite manner.