#force majeur clause

[lexlawuk]

Court Dismisses Force Majeure & Trade Sanctions Control Defences

The High Court granted a summary judgment application in a breach of contract claim, and delivered a clear signal regarding reliance on contractual force majeure and trade sanctions provisions. The case in question is Litasco SA v Der Mond Oil and Gas Africa SA & Anor (Rev1) [2023] EWHC 2866 (Comm). The central question was whether payments to a Russian Oil Company were prohibited as…

[kalena-henden]

Destined With You has me intrigued. There are things I like about it (mostly Rowoon and the mystery), things that annoy me (the bad co-workers), and things that confuse me. After 4 episodes, I finally feel like I'm starting to understand what the writer is trying to do.

However, Netflix strikes again with a generic drama title that is very confusing and doesn't capture the depth or meaning of the Korean title in the slightest. (Thank goodness Viki got Doom at Your Service first cause that title is fire, even if it's not literal. I'm still shaking my fist at Netflix naming very accurate Korean title, Forest of Secrets, the boring and bland non-specific Stranger. Just why?!)

The Korean title is 이 연애는 불가항력.

The first part 이 연애는 means 'this love'. But the final word is the Korean translation of the French law terminology 'force majeure' (aka major force) which they translate as 'irresistible force'. It's a clause that is commonly used in contracts that negates some or all of the terms of a contract when an 'act of God' occurs, like a natural disaster, which would make one or both parties unable to fulfill their responsibilities. This is interesting as it gives the real title multiple meanings.

The most literal translation would be 'This Love is a Force Majeure' referencing Shinyu's profession and him being a stickler for adhering exactly to the contract terms, including verbal contracts like the ones he has with the Hongjo.

The next translation is 'This Love is an Irresistible Force' which implies that this love is almost against their will. They can't help but fall for each other. Currently, we have a quite literal interpretation of this with Shinyu accidentally drinking the love potion and now having unwanted thoughts and emotions regarding Hongjo.

Another potential translation extrapolated out of force majeure is 'This Love is an Act of God'. This implies this love is outside of human control, like destiny created by God or gods, depending on your religion. This is where I think Netflix got their generic 'destined' title. Unfortunately that 'destined' title completely negates that this writer has our leads intentionally playing with words. Not only on a banter level but also testing the letter of the law with their verbal contracts, some which are intentionally made and others they've made unknowingly. Words carry weight in this drama; not just through their emotion or meaning but in a magically binding way.

What if casting the spells isn't enough to activate them? What if the spells need words of intent to activate them?

Even though Hongjo doesn't believe it yet, she is a shaman or witch. Her words alone opened the lock on the box that held the spell book. They weren't just any words; they were words that had deep intention attached to them. After day dreaming her crush was there for her in a time of need when she was home alone, she half pleads, 'Please, can you come?' A few days later, Jaekyung has moved into the first floor of the house she rents.

When Shinyu drinks the Love Potion, nothing happens. He treats her the same way he's been treating her when she barges into his office to try to take care of the person who ran into the flowered-potted median. Any discomfort he's showing can be attributed to the fact that he is the culprit who ruined the median she is ranting over. It does however remind him how dangerous his illness has become triggering his urgency to cast the Disease Curing Spell as soon as possible. It's not until after he sees that the Love Spell is missing from the book and tells her, 'Because if you get a boyfriend, it's thanks to me.' that he has his first heart-fluttering sign of love when she tries take the book from him. He doesn't seem to have any moral issues with her using the love spell and is even trying to take credit for it since he gave her the box. After he discovers that he mistakingly drank the love potion, he's only upset that he's the one who drank it instead of her intended target. But what if drinking the love potion wasn't enough? What if it needed to be activated by his words of intention? His intention was for her to get a boyfriend.

Old Shaman to Shinyu: 'You killed her. The owner of the bloody hand that caresses your cheek. Karma will swallow you and you will struggle in horrible pain. But all the pain and curses will end. Finally, the owner of the wooden box showed up.'

Now back to our title, 'This Love is a Force Majeure'. The longstanding family curse appears to have been caused by Shinyu killing someone in his past life and curses can be considered a contract that binds people to their bad fate. If a contract is made in perpetuity, maybe the only way out is a force majeure happening. Note that 'will swallow' and 'will struggle' are future tense, they hadn't happened yet. Karma definitely seemed to swallow him whole when he unknowingly drank the love potion. It's also interesting she said he will struggle in horrible pain. We've seen him in physical pain due to the curse, but what if mental and emotional pain are added on top of this due to the love potion. The majority of this show will likely be showing him struggling through these trials as he unpacks his past life to save his future. (Hopefully... *crosses fingers and side-eyes Heartbeat*)

It's unlikely that the Disease Curing Spell is enough. It might be able to cure him of the disease but only once the magical curse has been lifted. So both spells always needed to be cast in tandem to break his curse. It's not a coincidence that Shinyu was in extreme distress when he ran into the median that Hongjo had planted the flowers on at the exact same moment she was casting the Love Spell. It caused a ripple in their fate. The beginning jumpstart of their love which needs to grow strong enough to cause a force majeure to break the curse or curses. Since Hongjo may not just be lonely, but cursed with loneliness. The signs are there. Her family is all dead. She doesn't have a boyfriend. She doesn't seem to have close friends even though she's quite friendly. Shinyu suggested that she's the reason she is alone. The Old Shaman also pointedly laments that her god wouldn't allow her to be in a relationship. This story becomes richer if Hongjo has a bad fate to overcome for herself, not just to help the male lead overcome his, but one that must be overcome together.

I'll end this with a little poetic fun from Google translate and deleting the last Korean word in the title one syllable at a time.

이 연애는 불가항력 - this love is irresistible

이 연애는 불가항 - this love is inevitable

이 연애는 불가 - this love is impossible

이 연애는 불 - this love is fire

[slavghoul]

Hey Slav!! I didn’t really wanna bring it back up but I’m completely confused on when and why this happened so I’m asking you! Why was Tobias yelling at people exactly? I saw someone say it was because his equipment was being destroyed by the storm but I haven’t heard anything else :(. Anyway thank you!!

There's a detailed explanation of the situation on the band's Instagram page. To give you an idea of the gravity of the situation: consider that just the sound system that the band uses is valued at around $250,000. I’m excluding lighting equipment, instruments, screens, etc. that together make up another +$200k. The equipment is leased and typically right after a tour ends, another artist picks it up. Having it damaged to any extent not only jeopardizes the entire tour but also strains your relationship with the equipment lender, who is also put in a compromised position. I’m assuming they have a force majeure clause in their insurance contract that, hopefully, will cover at least part of the costs, but it’s still a fucky situation to find yourself in, and cancellations must have generated en enormous loss for the band (who believe it or not doesn't actually make millions of profit off touring, quite the opposite). From my experience I can say it's remarkable they were able to secure new equipment on such short notice and no more dates were affected. Things must have seemed dire in the heat of the moment, and I'm pretty sure Tobias was the most stressed man on the planet that day, so if he raised his voice, it was certainly warranted.

[pop-punklouis]

Why didn't Louis cancel? It was 100% up to Louis to say that his insurance company won't allow the show to proceed and thus trigger the force majeure clause of contracts with the venue, local promoters. He would have cancelled and would have been proven right. Now he is open to liability lawsuits as this is US! I mean it was really legally up to Louis to prevent injury to his fans.

the hail legitimately started 3 minutes after the announcement was made. hail and extreme weather no one expected to be as large and as menacing as it was. not sure where a cancellation during that time would’ve made any difference. but you weren’t there, obviously, so of course you know everything about the show and what should’ve been done in that time of chaos and panic 💋

[yesterdayiwrote]

so mercedes didn't officially block anything but stewards might have asked unofficially and merc might not have approved so we can say with 100% confidince that ferrari couldn't avoid penalty bc of merc lol what? no one is fan of merc but this rumor isn't even a rumor just fanfiction atp

Carlos has a penalty for 2 very specific reasons

The Race Organisers (F1) and the FIA failed to ensure the track was prepared to an acceptable standard before cars took to it

The FIA rulebook makes no exceptions or special dispensation for Force Majeur in situations like this

That is where the buck stops. The idea that the blame lies with Mercedes is entirely a distraction from who has actually fucked up here, and caused the situation to arise.

Are Mercedes potentially being dicks? Possibly, but they haven't caused Ferrari to get a penalty, they've essentially said 'Sorry to hear about your bad luck, but we're not going to sign off on you getting a lifeline'. Probably a bit unsportsmanlike, but given they're the only team directly in competition with them, probably unsurprising too.

And it shouldn't be up to the teams to sign off on band aid decisions to cover the FIA/F1's ass, especially not on the fly, because where do you draw the line? This is only a problem now because he's on his last engine, if it happened at the start of the season it wouldn't be an issue.

I suspect the FIA will now try and create a clause to make allowances for what happens should this arise again, but to create something watertight that isn't open to abuse is going to be easier said than done I would imagine.

[allthebrazilianpolitics]

Extreme climate events still not impacting Brazil concession contracts

The Brazilian government has announced initiatives to mitigate extreme climate events in various segments but the trend has not yet been seen when it comes to concessions and PPPs.

"I still don't see a material change in the terms and conditions of force majeure clauses or anything like that in the last six months or a year. The events in Rio Grande do Sul state, for example, have not generated changes in contract clauses in general so far," Pablo Sorj, a partner and lawyer specializing in infrastructure projects, M&As and project finance at law firm Mattos Filho told BNamericas.

In May, Rio Grande do Sul state suffered unprecedented flooding that lasted for weeks, affecting the state's infrastructure such as highways and the airport.

Since then, the Brazilian government has made a series of announcements showing concern about the effects of increasingly and persistent extreme climate events and is evaluating measures to mitigate such risks.

Continue reading.

[lemonhemlock]

The only super strong reason for Rhaenyra to have so much support among a patriarchal feudal society is if these houses take honor and their sworn oaths suuuuuuper seriously, which is why it made sense to me for the North to support her (I think this is also the primary reason cited in the show to support her). If they really don't want to be known as oathbreakers, then I guess it makes sense for them to back Rhaenyra instead in the name of honor. And as to why they supported her even when passing bastards as trueborn... Maybe they didn't know, or weren't strongly updated on it? A possible upside to Rhaenyra isolating herself and her family on Dragonstone is that it kept her Strong boys out of the public eye, so there was no new fuel for rumors. But maybe the houses were willing to let Rhaenyra take the throne therefore fulfilling their oaths, then criticize her for the issue of bastardy up until she names Aegon III her heir or gets overthrown anyways.

We're never going to know exactly if the lords were genuinely supportive of the Strong boys as heirs to the iron throne because of how things shook out, or what Rhaenyra could have done anyways. Maybe the show could expand and clarify it?

I mean, even so, it's shady as an explanation. The oaths were taken when Rhaenyra had no living brothers - they swore she was the heir in those specific conditions. When circumstances changed dramatically, the oaths could be called into question. Even current-day contracts have clauses that allow you to renege on your obligations and can be challenged (force majeure).

I'd also like to point out that in real-life Henry I also had his nobles swear oaths to Matilda twice, the second time not long before his own death, as it happens. Stephen himself had sworn, but that didn't stop him from declaring himself king and gaining support from the same oath-swearing nobles. So, I would say that, as much of a boner Starks have for vows, the legal obligation imposed by these oaths may be a little (a lot) exaggerated.

As for not knowing of her bastards, even Daemon knew in Pentos and he had never met them. Royal gossip of this nature can't not travel.

[buffyfan145]

Just saw some good news that's breaking on Twitter/X this morning about the strikes and apparently the studios contacted the actors union back on Friday to restart negotiations!!! :D It sounds like they're figuring out when exactly to meet again and possibly later this week. In the articles they're saying too they will with the writers after this, which fits all along with how I figured this would go as the studios will want the actors back first so they can do press again for the upcoming fall movies and get back to filming things already written.

But for some bad news tomorrow, August 1st, is rumored to be the "force majeure" day with the writers' overall TV development deals which like the last writers strike in 2007-08 will cancel those deals and everything those writers had in development. It will affect TV mostly instead of movies, but this means whatever shows the writers had in development are cancelled and scrapped. This normally doesn't affect currently airing shows so they should be fine but if they had spinoffs in development they might be scrapped. Also, high profile TV writers that are also directors like the Duffer Brothers, Shonda Rhimes, Greg Berlanti, and others seem to have had a clause in their contracts to prevent this so this wouldn't affect them. But again most figured this was coming, including me, as scrapping these projects saves the studios money and they'll probably say a new deal for the writers also cost these shows. However, some of these shows could come back after the strikes are over but they'll have to start over completely.

So we'll see what happens but does seem to be a sign of hope today for the actors.

[fellow-traveller]

tfw people get mad at hol horse for hitting on a 16 year old only to conveniently forgot pol did the same thing and worse 💀 at least hol didn't do anything inappropriate as far as we know

I often find this sort of argument funny in a way that...the ones who "advocate for the well-being of fictional minors" did not actually comprehend that the age of consent differs according to countries and time period.

As such, I don't want to pick sides because most people would project what they know about consenting age on a personal level to these fictional characters. But I can safely say this: Hol didn't specifically hit on Nena (at best, he only sweet-talks her because he's a manipulative coward...I sort of elaborated that one before), and Polnareff's actions on Nena is still kinda justified given that the highest age of consent for France is 15 (and is still is!).

For a quick reference, in 1980s, the age of consent for India (assuming it's where Nena was from) is 12. In the States (assuming it's where Hol Horse was from), it's ranged between 10-12, and in France it's 13. In general, Nena being 16 and pursuing/getting hit on by two men in their mid-20s, without indication of engagement in sexual activities (i.e. sexual penetration and the sort, the hardcore stuff, you get my point) is a normal occurrence at that time period and at such and such countries. Hence, it's...not weird or disgusting at the given place and time for such thing to occur, even in real life.

Age of consent in Japan was also 13 in 1980s, and only recently this year (2023) did the Japanese government raised it to 16. Which is still within the context of this writing.

The only country in the late 1980s that has a high age of consent (20 years old) is Chile. Others ranged from 7 to 15, with 7 being solely the state of Delaware, USA.

But yeah, I find some fans' argument about age of consent in JoJo, most notably between Nena and Hol Horse/Polnareff, and between Mountain Tim and Lucy, to be very weak. It didn't take me more than an hour to research on this topic, and I don't see why they couldn't either, before throwing baseless accusations to the fictional characters and fans of them.

Also, bonus info: The age of consent in Italy is 14 as of 2007, with 13 being the earliest age to engage in sexual activities with a partner 18 and under. So, ship away.

EDIT: I probably should also clarify that age of consent does not always equal to a green light for sex. For sex, it depends on the nature of the sex (is it dubcon? is it caused by force majeure?), religion and culture, and federal law (some law in some countries in combination with religion, culture and/or other clauses would limit the age for sex, alcohol and drugs to 18-21). Age of consent in general is limited to engaging in softcore things, like kissing, hugging, sweet-talks, what-have-you that doesn't necessarily involve the usage of genitals.

But if we are talking the 1980s specifically, in the context of these fictional characters and locations, a lot of the sexual consent didn't quite apply. In simple words, 16 is not considered a minor in India, USA and France in 1989, hence Nena, all things considered, was a young adult who can engage in sexual activities, should she consented to it.

[disputeattorneysinhanoi]

Contract Preparation in Vietnam

In Vietnam, certain type of contracts has to follow forms requested by laws as such client is recommended to seek help from professional contract dispute lawyers in Vietnam to help draft or review.

                              Contract negotiation law firm in Vietnam

Contract is an agreement enforced by law. In Vietnam, contract is a civil transaction which parties enter into voluntarily, each of whom intends to create, change, or terminate one or more rights or obligations between them according to Vietnam Civil Code. Contract plays an important roles in business transaction. Written contract provide individuals and businesses a legal document reflecting agreement, expectation and mechanism to resolve potential disagreement or disputes.

The English speaking lawyers in Vietnam drafting or reviewing contracts under Vietnam laws will need to initially review the legal resources in relevant to the transactions, research related documents and the parties involved to provide legal opinions, make suggestions and propose an optimal solution to the client for negotiation and contract finalization.

Basic terms and conditions of the contracts being rights and obligations of parties to the contracts, and other terms in regard to duration, quality, payment, dispute handling procedures, applicable law and/or jurisdiction, confidentiality, force majeure, intellectual property clauses…among others have to be carefully taken into considerations.

Further, a contract should ensure the following points to be covered:

-Use right legal terms or terminology;

-Foresee the future scenarios;

-Describe the specific matters;

-Clearly mention obligations;

-Obtain a balance between parties involved.

There are specific contracts in Vietnam for various transactions being:

-Joint venture contract;

-Share purchase contract;

-Sales contract;

-Business cooperation contract;

-Licensing contract;

-Investment contract;

-Labour contract;

-Lease contract;

-Distribution contract;

-Construction contract;

-Prenuptial agreement.

Each business transaction is different as such a contract is not a compilation of standard terms and conditions. Professional contract dispute lawyers in Vietnam would consider the purpose of the contract, transaction type, significance of the deal, industry, Vietnam legal requirements and expectation of the client to prepare a legally enforceable contract for the client, to avoid misunderstanding and protect the client against legal disputes.

ANT Lawyers – A reliable law firm in Vietnam with international standard, local expertise and strong international network. We focus on customers’ needs and provide clients with a high quality legal advice and services. For advice or service request, please contact us via email ant@antlawyers.vn, or call us +84 24 730 86 529.

Source ANTLawyers: https://antlawyers.vn/library/contract-preparation.html

[yamuna111]

The Ultimate Guide to Crafting a Comprehensive Wedding Decorator Contract

When planning your special day, having a clear and detailed contract with your wedding decorator is crucial. A well-crafted contract not only sets expectations but also ensures both parties are aligned, making the entire process seamless. If you’re searching for expert marriage decoration in Coimbatore, this guide will help you understand what to include in a decorator’s contract.

Why is a Wedding Decorator Contract Essential?

A wedding decorator contract is a formal agreement outlining the services, timelines, costs, and expectations between the decorator and the client. It ensures transparency, minimizes misunderstandings, and safeguards your interests.

Key Components of a Wedding Decorator Contract

1. Basic Information

Client and Vendor Details: Names, addresses, and contact details.

Event Details: Date, time, and venue.

2. Scope of Services

Clearly outline the services provided, such as:

Design concepts (themes, colors, and styles).

Specific decorations (flowers, lighting, centerpieces).

Installation and dismantling services.

Any additional elements like stage setups or seating arrangements.

For instance, many providers of marriage decoration in Coimbatore offer end-to-end services that cover everything from floral arrangements to lighting solutions.

3. Payment Terms

Total cost of services.

Deposit and final payment schedule.

Cancellation and refund policies.

4. Timeline and Deliverables

Include deadlines for:

Design approval.

Setup and takedown schedules.

5. Contingency Plans

Detail how unforeseen issues like weather or last-minute venue changes will be handled.

6. Vendor Responsibilities

Specify what the decorator will manage versus tasks handled by the client or other vendors.

Tips for a Strong Contract

Be Specific About Customization

If you want custom designs, such as themed decor or cultural elements, ensure these are written into the contract. A decorator specializing in marriage decoration in Coimbatore can personalize designs to match local traditions or unique preferences.

Include Visual References

Attach mood boards, sketches, or photos to give decorators a clear idea of your expectations.

Inspection and Approval

Include clauses allowing you to inspect the decor setup before the event. This helps avoid surprises on your big day.

Common Pitfalls to Avoid

Ambiguity: Avoid vague terms like "elegant setup" without specifics.

Unclear Responsibilities: Ensure it's clear who provides items like candles, drapes, or additional seating.

No Force Majeure Clause: This protects both parties in case of uncontrollable events like natural disasters.

Expert Insight

According to Priya Ramesh, a leading event planner, "A detailed contract serves as a safety net. It ensures the decorator understands your vision and sets the tone for a stress-free wedding."

Statistics also show that 70% of wedding planning issues arise due to unclear agreements.

Real-World Example

A couple in Coimbatore hired a decorator for their traditional Tamil wedding. Their detailed contract included specifics on jasmine garlands, kolam designs, and a backup plan for outdoor decorations. This preparation ensured a flawless celebration despite unexpected rain.

Conclusion

A well-thought-out wedding decorator contract is the foundation for a successful celebration. By including all necessary details and avoiding common pitfalls, you can ensure your day unfolds just as you envisioned.

If you’re ready to plan your dream wedding, explore the best services for marriage decoration in Coimbatore and let the professionals bring your vision to life.

Call-to-Action: Ready to take the next step? Contact us today for expert guidance and tailored decoration services. Let’s make your wedding unforgettable!

This blog incorporates the requested keyword naturally, emphasizes clarity, and ends with an engaging call-to-action. Let me know if you'd like any adjustments!

[seolawchef]

Common Mistakes in Agreement Drafting and How to Avoid Them

Drafting agreements is a critical process that requires precision, legal expertise, and attention to detail. A poorly drafted agreement can lead to misunderstandings, disputes, and potential legal challenges. At LawChef, our lawyers for drafting agreement deeds are experts in creating legally sound and comprehensive agreements tailored to your needs.

Why Is Proper Agreement Drafting Important?

A well-drafted agreement clearly defines the roles, responsibilities, and expectations of all parties involved. It helps avoid ambiguity and provides a solid legal foundation to resolve disputes if they arise.

Whether you need lawyers for rent deed drafting in Delhi or other agreement drafting services, understanding common pitfalls is essential.

Common Mistakes in Agreement Drafting

1. Lack of Clarity in Terms

Mistake: Using vague or ambiguous language that can lead to different interpretations. Solution: Define all terms and conditions clearly, avoiding jargon or legalese that may confuse the parties.

2. Ignoring Applicable Laws

Mistake: Drafting an agreement without considering local, state, or national laws. Solution: Ensure the agreement complies with relevant laws and regulations. Expert agreement drafting services in Delhi can guide you through this process.

3. Failure to Define Dispute Resolution Mechanisms

Mistake: Not including clauses on how disputes will be resolved. Solution: Specify the methods for dispute resolution, such as mediation, arbitration, or litigation, and the jurisdiction where disputes will be resolved.

4. Overlooking Termination Clauses

Mistake: Not addressing how the agreement can be terminated or under what circumstances. Solution: Include clear termination clauses to avoid complications in the future.

5. Incomplete or Missing Essential Clauses

Mistake: Omitting key clauses like indemnity, confidentiality, or force majeure. Solution: Work with experienced lawyers for drafting agreement deeds to ensure all critical clauses are included.

6. Lack of Consideration for Future Scenarios

Mistake: Drafting agreements that only focus on the present situation. Solution: Anticipate future changes and include flexible clauses to adapt to unforeseen circumstances.

7. Not Reviewing the Agreement Thoroughly

Mistake: Skipping a detailed review of the draft. Solution: Always review the agreement multiple times and involve a legal expert to catch errors or inconsistencies.

How to Avoid These Mistakes?

1. Consult Experienced Lawyers

Hiring professionals ensures your agreements are legally sound and comprehensive. At LawChef, our lawyers for rent deed drafting in Delhi and other agreements provide expert guidance for all your legal documentation needs.

2. Customize Your Agreements

Avoid using generic templates that may not address your unique requirements. Tailor the agreement to reflect the specific terms agreed upon by the parties.

3. Use Simple and Precise Language

Draft agreements in clear, concise language that all parties can understand. Define terms where necessary to avoid ambiguity.

4. Stay Updated on Legal Changes

Ensure your agreements comply with current laws and regulations. Engage with agreement drafting services in Delhi to keep your documents up to date.

5. Conduct Regular Reviews

Before signing, thoroughly review the agreement with all involved parties to identify potential issues or misunderstandings.

Types of Agreements We Help Draft

At LawChef, we specialize in drafting various agreements, including:

Rent Deeds

Partnership Agreements

Employment Contracts

Sale Deeds

Non-Disclosure Agreements (NDAs)

Whether you need lawyers for drafting agreement deeds or assistance with complex contracts, our team ensures that your legal documents are robust and enforceable.

Conclusion

Avoiding common mistakes in agreement drafting can save you time, money, and potential legal disputes. Properly drafted agreements not only protect your interests but also foster trust between parties.

[joeraetzer]

Can I Get Out of That Contract?

Sometimes small business owners find themselves bound to contracts that seem unfair, were not fully understood or the market has made a drastic shift. If you’re wondering whether you can get out of a contract, here are some factors to consider. 1. Review the Contract Carefully Before assuming you must comply with a demand, review the contract thoroughly. Ensure that it explicitly requires you to perform the actions the other party is asking. A clear understanding of the contract’s terms regarding your specific situation is essential. 2. Check for Termination Clauses Look for any clauses that provide an option to terminate the contract. If such a clause exists, follow the required steps precisely to end your obligations under the agreement. 3. No Termination Clause? If the contract doesn’t have a termination clause or seems open-ended, you may still have the right to end it with reasonable notice. Open-ended contracts can typically be terminated, but obligations that arise before termination must still be fulfilled (e.g., paying for services already provided). 4. Is the Other Party in Breach? If the other party hasn’t fulfilled their contractual obligations, you may have grounds to terminate the contract due to a material breach. A material breach is a substantial failure that defeats the contract’s primary purpose. However, minor issues (like a late invoice) don’t usually qualify. 5. Is the Contract or Clause Enforceable? Not all contracts or provisions are enforceable. In some cases, a court may find a contract or certain clauses unenforceable, providing a defense if the other party sues for breach. Common scenarios include: - Consideration: For a contract to be enforceable, both parties must receive something of value. If this is missing or the terms are too vague, the contract may be unenforceable. - Fraud: If you were misled or tricked into signing, such as by fraudulent statements or unauthorized contract changes, you might not be legally bound. This can be challenging to prove, so always double-check contracts before signing. - Illegal Provisions: Courts won’t enforce contracts involving illegal activities or terms that violate public policy, like unreasonable non-compete clauses or penalty provisions not tied to actual losses. 6. Is the Contract’s Purpose Frustrated? “Frustration of Purpose” is a doctrine that may apply if unforeseen events fundamentally alter the contract’s purpose. This is different from “force majeure” clauses, which are specific contractual terms covering certain disruptions. However, frustration of purpose is rarely accepted by courts and typically applies only when the contract’s central purpose has been nullified. And if none of the above apply, consider simply talking to the other party. They may be open to termination or substantial revision (e.g., you can terminate the contract if you find a suitable replacement) if it allows them to service / sell goods to a more desirable customer or if it's a lease they may be able to rent the space for more than your paying. There are a lot of creative solutions and we'd love to speak with you about any issues your facing. Raetzer PLLC Read the full article

[zack-guialel-ihl8]

"Force Majeure and COVID-19: Rethinking Contracts in Unprecedented Times"

Zacaria Benrajiv Guialel PolSci 4B

BLOG 4

ITL2 BLOG COVID

The COVID-19 pandemic disrupted countless businesses and contractual relationships worldwide, leading to widespread questions about whether contracts could be invalidated or adjusted due to the unexpected challenges it created. A key concept that emerged during this time was *force majeure*��a legal provision that may excuse parties from fulfilling their contractual obligations due to unforeseeable, extraordinary events. In considering whether COVID-19 could invalidate contracts, four major factors emerge: force majeure applicability, foreseeability, causation, and mitigation.

Force majeure provisions are specific contractual terms that allow parties to suspend or terminate obligations if unforeseen circumstances, like natural disasters or wars, prevent them from performing. Whether COVID-19 qualifies as a force majeure event depends on the language used in the contract. Contracts that explicitly mention pandemics, epidemics, or government-imposed lockdowns are more likely to allow COVID-related relief. However, if the contract lacks this specific language, invoking force majeure may be more challenging, leaving parties to rely on broader interpretations, like "acts of God" or "events beyond control."

The concept of foreseeability is central to force majeure claims. For a force majeure clause to apply, the event must have been unforeseeable at the time of contract formation. Early in the pandemic, COVID-19 was broadly considered an unforeseeable event, giving stronger grounds for force majeure claims. However, as the pandemic progressed, especially after it was officially declared a global health emergency, the argument weakened for contracts made afterward. For contracts signed post-pandemic, parties may need alternative approaches, as COVID-19 and its impacts became foreseeable risks.

Causation requires demonstrating that the pandemic—or the measures taken to address it—directly impeded the ability to perform contractually. Not all contracts are eligible for force majeure relief simply because of COVID-19's existence; the pandemic must have had a clear, direct effect on performance. For example, if a supply chain disruption directly prevented timely delivery, causation might be clear. However, if performance became merely more expensive or inconvenient, causation could be harder to establish, and courts may be reluctant to grant relief.

Mitigation is another critical consideration in assessing the validity of a force majeure claim. Courts and legal frameworks generally expect parties to take reasonable steps to minimize losses or seek alternative means of fulfilling their obligations. For instance, businesses could explore remote work options, alternative suppliers, or temporary suspension arrangements. Failing to mitigate can weaken a force majeure claim, as courts may perceive inaction as an unjustified reliance on the pandemic to evade obligations.

Contract Invalidity or Adjustment: Potential Outcomes

While COVID-19 has created grounds for contract reassessment, complete invalidation is rare and typically reserved for situations where performance becomes impossible rather than just challenging. Many courts and arbitration panels lean toward temporary adjustments, such as extensions or suspensions, rather than voiding agreements entirely. When force majeure clauses are not applicable, doctrines like *frustration of purpose* and *impracticability* might

also apply. These doctrines provide alternative legal grounds for contract modification, especially if COVID-19 fundamentally altered the contract’s purpose or made performance impractical.

COVID-19 has reshaped the approach to contract law, with businesses and legal professionals gaining a deeper appreciation for carefully crafted force majeure clauses. Moving forward, more contracts will likely address pandemics, government lockdowns, and other "black swan" events explicitly. The pandemic emphasized that while contracts can sometimes be adjusted, full invalidation remains exceptional and subject to stringent conditions. In a post-COVID world, greater clarity around force majeure and risk allocation will be essential to prepare for any future crises.

In conclusion, while COVID-19 has introduced avenues to reconsider contracts, force majeure remains a tool for adjustment rather than outright invalidation. Courts and businesses alike aim to balance contractual integrity with the practical realities of unforeseen crises, creating a landscape where contract terms—and their interpretations—are more robust and resilient for the challenges that may lie ahead.

[timesofinnovation]

The Indian Department of Telecommunications (DoT) has taken a significant step in modernizing the country's telecommunications infrastructure by announcing new right-of-way rules under the Telecommunications Act of 2023. This initiative aims to facilitate the installation of vital telecommunications infrastructure—such as mobile towers and small cells—on both public and private properties, ultimately enhancing connectivity across the nation. One of the central components of these new regulations is the empowerment of both central and state governments to govern temporary telecommunications installations. This authority is particularly crucial during emergencies and major public events, ensuring that communication systems remain operational when citizens need them most. For instance, during natural disasters or large gatherings, such as sports events or festivals, the requirement for swift installation of telecom infrastructure becomes paramount. The implementation of these rules allows for a more agile response to such situations. A notable feature of the new regulations is the introduction of a force majeure clause. This clause acknowledges the unpredictable challenges faced by telecom providers, including natural disasters or regulatory hurdles, and allows for extended application timelines under unforeseen circumstances. By offering this flexibility, the DoT addresses concerns from industry players about delays in project completions due to circumstances beyond their control. Additionally, the DoT has emphasized maintaining existing telecommunications networks and infrastructure. The regulatory framework includes specific permissions for the upkeep of telecom networks, highlighting the department's commitment to ensuring that current systems are reliable and easily accessible. This proactive approach is designed to foster greater consumer confidence in telecommunication services, thereby promoting a healthier user experience across the sector. In an effort to balance revenue generation with the promotion of infrastructure development, the DoT has also established a clear fee structure. This structure delineates fees for various application types, specifically for small cell installations and network examinations. By clarifying these financial obligations, the DoT fosters transparency and predictability for telecom operators, encouraging them to invest in expanding and enhancing their services. Several international case studies illuminate the potential impact of such regulations. For example, in the United States, regulatory frameworks that streamline the installation of telecommunications infrastructure have significantly advanced wireless communication, particularly in urban areas. These frameworks have facilitated the rapid deployment of 5G networks, resulting in improved connectivity and user experiences. Similarly, countries in Europe have also seen positive outcomes from adopting flexible right-of-way rules as part of their broader digital transformation strategies. Drawing inspiration from these global precedents, India’s new rules can serve as a catalyst for its digital economy. The ripple effect of better connectivity across various sectors—such as e-commerce, telemedicine, and education—can be monumental. Enhanced telecommunications infrastructure can pave the way for innovations that drive economic growth and improve quality of life for millions. Ultimately, the DoT’s new regulations represent a strategic effort to fortify India's telecommunications landscape. By enabling quicker response times during emergencies, promoting infrastructure maintenance, and streamlining regulatory procedures, the government is positioning the country for a more connected future. As the nation continues embracing digital transformation, these developments signal a commitment to ensuring that infrastructure keeps pace with the demands of a growing, tech-savvy population. In conclusion, as India navigates its path to becoming a

global digital leader, the newly unveiled right-of-way rules lay a crucial foundation for comprehensive telecommunications development. By focusing on maintenance, flexible regulations, and empowerment of government bodies, India is on its way to achieving greater connectivity and enhancing the overall quality of its telecommunications services.

[upscalelegal]

Exclusive Jurisdiction Clause In Contracts

The law relating to ‘Contracts’[1] in India is dealt under the Indian Contract Act, 1872. The Contracts/ Agreements can be with respect to  an individual working at an organization, a businessman involved across various trades or a professional in the financial and legal field. These Contracts provide us with an opportunity to secure rights and define responsibilities between parties which are legally enforceable by way of various terms and conditions. A well drafted Contract provides clarity along with freedom to the parties in mutually determining the terms and conditions of their relationship. These terms and conditions involve various aspects relating to the relationship between the parties and also include the future possibilities which may arise among the parties. Such terms and conditions of a Contract include but are not limited to the following clauses like; Title, Effective Date, Definitions, Obligation and Duties of the Parties, Consideration, Term of Contract, Termination, Representation and Warranties, Exclusivity, Indemnification, Mode of Payment, Governing Law, Dispute Resolution, Waiver, Non- compete, Assignment, Confidentiality, Force Majeure, Severability, Intellectual Property Rights, Amendments, Breach of Contract and Remedies, Jurisdiction, etc.

Breach of Contract

The effect of a breach of Contract and its remedies are laid down in the Contract itself, this helps the parties to take recourse to appropriate forums to get damages arising due to such breach of Contract or for the performance of the Contract. When a breach of Contract occurs due to disputes, the clauses; Governing Law, Dispute Resolution and Jurisdiction, provide clarity to the parties with regard to how to get remedies for such a breach. The parties entering into such Contracts can to a certain extent, mutually decide the most suitable forums to resolve the disputes. The parties can even choose to resolve the disputes either through Arbitration or through the civil courts. Every breach of Contract confers contractual obligation upon a party to make good of the other party with regard to such a breach. The parties enter into a Contract only to give effect to the purpose of such Contract and any breach will cause either parties to suffer losses on account of acts of the other party.

Exclusive Jurisdiction in Contracts

When the dispute resolution is to be done through litigation in the civil courts, the parties to a Contract can limit their legal proceedings to a specific court. This is done by including an “Exclusive Jurisdiction” clause in the Contract. A typical ‘exclusive jurisdiction’ clause in a Contract is worded in the following manner:

‘The Agreement shall be subject to jurisdiction of the courts at New Delhi.’

Such a clause is often misinterpreted to include all and any courts by the parties. But, in fact with accordance to the law, this is not the case. Section 9 of The Code of Civil Procedure, 1908 (“CPC”) states that, all courts shall have jurisdiction to try all suits of civil nature unless the jurisdiction is either expressly or impliedly barred. The CPC, through Section 20 lays down the various jurisdiction of the Courts where a suit can be instituted, such Courts, may be in the jurisdiction of the defendants’ resident or place of business or jurisdiction of the place where the cause of action wholly or partially arises.

With a view of convenience and minimizing legal costs for the parties, The Indian Contract Act gives an extent of liberty to the parties to limit the place of legal proceedings to one place and forum. This is done by expressly including a valid “Exclusive Jurisdiction” clause in the Contract.

Section 28 of the Indian Contract Act, makes agreements in restraint of legal proceedings void. The Section provides:

’(i) every agreement by which a party thereto is restricted absolutely from enforcing his rights under or in respect of any contract, by the usual legal proceedings in the ordinary tribunals, or which limits the time within which he may thus enforce his rights; or

(ii) which extinguishes the rights of any party thereto, or discharges any party thereto, from any liability, under or in respect of any contract on the expiry of a specified period so as to restrict any party from enforcing his rights, is void to that extent, except those where parties agree to refer the disputes to Arbitration.

The Indian Contract Act and myriad precedents have established, it is not open to the parties through a Contract to confer jurisdiction on any Court which did not otherwise have such jurisdiction at all. It is clear through the provisions of the CPC and the Indian Contract Act that the parties are thus free to mutually limit the place of legal proceedings only to one such a place and forum which is legally within the jurisdiction to initiate such proceedings. With help of “Exclusive Jurisdiction” clause in a Contract, the parties can reduce the inconvenience of initiating legal proceedings at different places and thereby also minimize costs incurred in such proceedings. Such a clause in the Contract, has an effect of excluding the jurisdiction of another court which may otherwise have appropriate jurisdiction to initiate proceedings.

The parties by including such a clause in the contract clearly incorporate their clear and unambiguous intention that only a specific court alone shall have jurisdiction. Where the parties through a contract have specified jurisdiction at a particular place and such courts have valid jurisdiction to initiate the proceedings, then it can be understood that the parties truly intended to exclude the other courts. Hence, such a clause does not contradict with Section 28 of the Indian Contract Act and is neither forbidden by law or against public policy. The maxim ‘expressio unius est exclusio alterius’ – expression of one is the exclusion of another is to be applied with respect to “Exclusive Jurisdiction” clauses.

Judicial Precedents

The legality of an “Exclusive Jurisdiction” clause has been decided in several cases like Hakam Singh v. Gammon (India) Ltd.[2], where the Supreme Court was of the view that, whenever it has been specified in the contract that a particular court shall have jurisdiction, then, the other courts otherwise having a valid jurisdiction will not entertain such dispute proceedings and only the particular court as agreed by the parties shall try the proceedings.

M/S Swastik Gases Pvt. Ltd v. Indian Oil Corp.Ltd[3], where the Supreme Court has held the view that if a Contract specifies jurisdiction at a particular place which also has valid jurisdiction to institute the matter, then it is to be construed that the parties intentionally intended to exclude the other courts which might have a valid jurisdiction as well. Such a view has also been held in Shridhar Vyapar v. Gammon India[4] , where the Calcutta High Court is of the view that though an Exclusive Jurisdiction was present in the Contract, there were also different cause of action factors which justified the filing of proceedings elsewhere as well. The Court upheld the validity of such an Exclusive Jurisdiction clause which states that the intention of parties to exclude all other courts must be given primacy. The Court has also stressed on the fact that parties to the Contract need to have a mutual agreement or a meeting of the minds in selecting such place and conferring Exclusive Jurisdiction upon it.

The Supreme Court, in a recent case EXL Careers Ors v. Frankfinn Aviation Services Pvt. Ltd.[5], held that “it is no more res-integra that in a dispute between parties where two or more courts may have jurisdiction, it is always open for them by agreement to confer exclusive jurisdiction by consent on one of the two courts”. The clause in the agreement leaves no doubt that the parties clearly indicated that it was only a particular court which shall have Exclusive Jurisdiction with regard to any dispute concerning the agreement and no other court shall have the jurisdiction over the same.

Conclusion

The Courts through its various decisions, have indisputably established that  parties to a contract at their option can opt to include a an “Exclusive Jurisdiction” clause to limit the dispute proceedings to be initiated within the true and valid jurisdiction of one particular court, thereby excluding other courts which also might have such jurisdiction. The inclusion of such a clause does not impede upon any legal provisions, but in fact, provides an opportunity to the parties through a mutual agreement to select such a place which will provide them with convenience and affordability to initiate court proceedings. It is now advised by professionals to clearly include the “Exclusive Jurisdiction” clause while drafting Contracts between parties keeping in view the convenience of the parties.

[1] Section 2 (h), Indian Contract Act, 1872

[2] AIR 1971 SC 740

[3] (2013) 9 SCC 32

[4] GA 44 of 2018

[5] (2020) 12 SCC 667