(a) "The law of contract is not the whole law of agreements, nor is it the whole law of obligations. It is the law of those…

(a) Salmond's statement marks the territory of contract law by two limits.

Not all agreements are contracts

• Definitions: under the Indian Contract Act, 1872, an agreement is "every promise and every set of promises, forming the consideration for each other" (s.2(e)). A contract is "an agreement enforceable by law" (s.2(h)). Section 10 requires free consent, competent parties, lawful consideration and object, and that the agreement is not expressly declared void.
• Agreements that do not create obligations:
• social and domestic arrangements made without intention to create legal relations (Balfour v Balfour (1919));
• void agreements, such as a minor's agreement (Mohori Bibee v Dharmodas Ghose (1903)), wagers (s.30) and agreements in restraint of trade (s.27).
• Agreements that operate in other branches of law: some agreements take effect in property law or family law rather than contract law. A conveyance or gift transfers property, and marriage creates a status. These are agreements, but their consequences are governed by the Transfer of Property Act or personal law, not by the law of contract.

Not all obligations are contractual

• Many obligations arise by operation of law, independently of agreement:
• duties in tort;
• criminal duties;
• duties of trustees and other fiduciaries;
• obligations of status, such as maintenance;
• quasi-contracts (ss.68–72), for example restitution for goods delivered by mistake or for necessaries supplied to an incapable person.

Critical examination

• Strengths: the statement captures the two defining features of contract law: consensual origin and legal enforceability, the vinculum juris.
• Limits:
• some contractual obligations are imposed rather than agreed, such as implied terms and statutory terms in consumer and sale-of-goods law, and obligations under standard-form contracts to which consent is only nominal;
• promissory estoppel enforces promises without consideration (Motilal Padampat Sugar Mills v State of UP (1979));
• quasi-contract straddles both categories.

Salmond's definition remains a sound analytical boundary, but modern contract law is not purely a matter of voluntary assent.

(b) Grounds for dissolution by the court Section 44 of the Indian Partnership Act, 1932 provides that, at the suit of a partner, the court may dissolve a firm on any of the following grounds:

• (a) unsoundness of mind: a partner has become of unsound mind. The suit may be brought by his next friend or by any other partner;
• (b) permanent incapacity: a partner, other than the one suing, has become permanently incapable of performing his duties as partner;
• (c) misconduct: a partner, other than the one suing, is guilty of conduct likely to prejudicially affect the carrying on of the business;
• (d) breach of agreement: a partner, other than the one suing, wilfully or persistently commits breach of agreements relating to management, or conducts himself so that it is not reasonably practicable for the others to carry on business with him;
• (e) transfer of interest: a partner, other than the one suing, has transferred the whole of his interest to a third party, or allowed his share to be charged or sold in recovery of land revenue;
• (f) loss: the business can only be carried on at a loss;
• (g) just and equitable: it is just and equitable to dissolve the firm, for example because of deadlock, loss of mutual confidence or loss of the substratum. See Re Yenidje Tobacco Co (1916), applying partnership principles to a two-member company in deadlock.

Court's discretion and procedure

• Discretion: dissolution under s.44 is discretionary. The court considers whether the ground is proved and whether a lesser remedy suffices.
• Protection of the guilty party's partners: the guilty or incapacitated partner generally cannot rely on his own default. That is why clauses (b) to (e) require the suit to be brought by a partner other than the one at fault.
• Other modes of dissolution: judicial dissolution is distinct from dissolution by agreement (s.40), compulsory dissolution (s.41), dissolution on contingencies (s.42) and dissolution by notice for a partnership at will (s.43).

Why the right cannot be excluded

• Mandatory character: unlike most provisions of the Act, which apply "subject to contract between the partners" (for example s.11), s.44 confers a right of access to the court for grounds that make the partnership unworkable.
• Ouster clauses void: an agreement that a partner shall never sue for dissolution would absolutely restrict him from enforcing his rights through ordinary legal proceedings. It is therefore void under s.28 of the Contract Act, and also opposed to public policy (s.23).
• Purpose: the right protects a partner from being locked into a relationship with an insane, incapacitated, dishonest or defaulting partner, or into a loss-making business.
• Arbitration permitted: parties may, however, agree to refer disputes, including dissolution, to arbitration. This is permitted by Exception 1 to s.28, and partnership disputes are arbitrable (Vidya Drolia v Durga Trading Corporation (2020)). The agreement channels the right to another forum but does not extinguish it.

(c) Finality of awards

• No appeal on merits: under the Arbitration and Conciliation Act, 1996, an award is final and binding (s.35) and enforceable as a decree (s.36). There is no appeal on the merits.
• Limited judicial intervention: judicial intervention is limited to what Part I permits (s.5), reflecting party autonomy and the UNCITRAL Model Law.

Checks on the arbitrator's conduct during the proceedings

• Disclosure and bias:
• an arbitrator must disclose circumstances that give rise to justifiable doubts about independence or impartiality (s.12, Fifth and Sixth Schedules);
• persons covered by the Seventh Schedule are ineligible (s.12(5)) (TRF Ltd v Energo Engineering (2017); Perkins Eastman v HSCC (2019));
• in CORE v ECI SPIC SMO MCML (JV) (2024), a Constitution Bench held that unilateral appointment clauses violate equality of treatment.
• Challenge and termination: a party may challenge an arbitrator (s.13). The mandate terminates if the arbitrator is de jure or de facto unable to act or fails to act without undue delay (ss.14–15). Time limits for making the award also apply (s.29A).
• Jurisdiction: the tribunal decides its own jurisdiction (s.16), and an adverse ruling can be raised when the award is challenged.

Challenge to the award (s.34) The award may be set aside only if the applicant establishes one of the following grounds:

• Section 34(2)(a):
• a party was under incapacity;
• the arbitration agreement is invalid;
• there was no proper notice, or the party was otherwise unable to present its case (natural justice);
• the award deals with matters beyond the scope of the submission;
• the composition of the tribunal or the procedure did not follow the agreement.
• Section 34(2)(b):
• the subject-matter is not arbitrable;
• the award conflicts with the public policy of India. After 2015 this is narrowed to fraud or corruption, contravention of the fundamental policy of Indian law, or conflict with the most basic notions of morality or justice. There is to be no review on the merits (Explanations 1–2).
• Section 34(2A): for domestic (non-international) awards, patent illegality appearing on the face of the award is a ground, but not mere erroneous application of law or re-appreciation of evidence.
• Time limit: three months, extendable by 30 days only (s.34(3); Union of India v Popular Construction (2001)).
• Remission: the court may adjourn to let the tribunal cure defects (s.34(4)).

Judicial trajectory

• ***ONGC v Saw Pipes* (2003):** widened "public policy" to include patent illegality, which invited merits review.
• ***Associate Builders v DDA* (2014) and Ssangyong Engineering v NHAI (2019):** narrowed intervention after the 2015 amendments.
• ***NHAI v M. Hakeem* (2021):** held that courts cannot modify awards under s.34.
• ***Gayatri Balasamy v ISG Novasoft* (2025, Constitution Bench, 4:1): recognised a limited** power to modify: severing an invalid part, correcting clerical errors, and adjusting post-award interest.
• Appeals: appeals lie only on the limited grounds in s.37. Foreign awards are refused enforcement only on the grounds in s.48.

Assessment: The statement is correct. Merits are closed to review, but the arbitrator's conduct and jurisdiction, due process and public policy remain open. The challenge is to keep review narrow enough to preserve finality, yet effective against bias and serious illegality.

(d) Intellectual property rights protect creations of the mind. India implements the TRIPS Agreement (1995) through subject-specific statutes, guided by the National IPR Policy (2016).

Types of IP and the governing laws

• Patents:
• Law: the Patents Act, 1970, as amended in 2005.
• Subject-matter: inventions that are new, involve an inventive step and are capable of industrial application.
• Term: 20 years.
• Key features: s.3(d) bars evergreening (Novartis v Union of India (2013)). Compulsory licences are available under s.84 (Natco v Bayer (2012)).
• Copyright:
• Law: the Copyright Act, 1957.
• Subject-matter: original literary, dramatic, musical and artistic works, software, films and sound recordings.
• Term: the author's life plus 60 years.
• Key features: moral rights under s.57 (Amar Nath Sehgal v Union of India (2005)).
• Trade marks:
• Law: the Trade Marks Act, 1999.
• Subject-matter: marks that distinguish goods or services, including well-known marks.
• Term: 10 years, renewable indefinitely.
• Key features: unregistered marks are protected by the tort of passing off (Cadila Health Care v Cadila Pharmaceuticals (2001)).
• Industrial designs:
• Law: the Designs Act, 2000.
• Subject-matter: the shape, configuration, pattern or ornament of an article, judged by the eye and not merely functional.
• Term: 10 years plus 5.
• Geographical indications:
• Law: the Geographical Indications of Goods (Registration and Protection) Act, 1999.
• Subject-matter: goods whose quality or reputation is due to their geographical origin. Darjeeling Tea was India's first GI in 2004.
• Term: 10 years, renewable.
• Plant varieties and farmers' rights:
• Law: the Protection of Plant Varieties and Farmers' Rights Act, 2001, a sui generis system under TRIPS Art 27(3)(b).
• Subject-matter: new, extant and farmers' varieties.
• Key features: farmers' rights to save and sell seed. This was tested in the PepsiCo potato variety dispute.
• Semiconductor layout designs:
• Law: the Semiconductor Integrated Circuits Layout-Design Act, 2000.
• Term: 10 years.
• Biological resources and traditional knowledge:
• Law: the Biological Diversity Act, 2002 (amended in 2023), which requires approval of the National Biodiversity Authority and benefit-sharing.
• Traditional Knowledge Digital Library: the TKDL is used to defeat bio-piracy patents, for example on turmeric and neem.
• Trade secrets:
• Law: no statute. They are protected by contract and by equitable breach of confidence.
• Reform: the Law Commission's 289th Report (2024) recommended a dedicated law.

Administration: The Controller General of Patents, Designs and Trade Marks administers patents, designs, trade marks and GIs. The Registrar of Copyrights administers copyright, and the PPVFR Authority administers plant varieties. After the Intellectual Property Appellate Board was abolished by the Tribunals Reforms Act, 2021, its work passed to the High Courts, several of which, including Delhi and Madras, have set up IP Divisions.

(e) Cases heard by the National Green Tribunal (NGT Act, 2010)

• Original jurisdiction (s.14): all civil cases where a substantial question relating to the environment, including enforcement of any legal right relating to the environment, arises out of the implementation of the statutes in Schedule I. These are:
• the Water Act, 1974;
• the Water Cess Act, 1977 (repealed in 2017 when the cess was subsumed into GST);
• the Forest (Conservation) Act, 1980;
• the Air Act, 1981;
• the Environment (Protection) Act, 1986;
• the Public Liability Insurance Act, 1991;
• the Biological Diversity Act, 2002.

The Wildlife (Protection) Act, 1972 and the Forest Rights Act, 2006 are not included. Applications must be filed within six months, extendable by 60 days (s.14(3)).

• Relief (s.15): relief and compensation to victims of pollution and environmental damage, restitution of property, and restitution of the environment.
• Appellate jurisdiction (s.16): appeals against orders of Pollution Control Boards and appellate authorities, environmental clearances, and forest diversion approvals.
• No-fault liability (s.17): liability for accidents involving hazardous substances.
• Suo motu power: the NGT may take up matters on its own (Municipal Corporation of Greater Mumbai v Ankita Sinha (2021)).
• Examples: interim compensation of ₹50 crore after the LG Polymers gas leak (2020), and ₹5 crore imposed on the Art of Living festival for damage to the Yamuna floodplain (2016).

Nature of the NGT: The NGT is a specialised quasi-judicial tribunal with judicial and expert members. It is not bound by the CPC and follows natural justice (s.19). It must apply sustainable development, the precautionary principle and the polluter-pays principle (s.20). Its orders are executable as decrees, and appeals lie to the Supreme Court within 90 days (s.22). Civil courts are barred (s.29).

The NGT and the CPCB compared

• Basis:
• NGT: the NGT Act, 2010.
• CPCB: the Water Act, 1974 (s.3). It also exercises functions under the Air Act (s.16) and powers delegated under the Environment (Protection) Act.
• Nature:
• NGT: adjudicatory (a tribunal).
• CPCB: regulatory, technical and advisory (a statutory board).
• Functions:
• NGT: decides disputes, awards compensation, and hears appeals.
• CPCB: sets standards, monitors air and water quality (National Air Quality Monitoring Programme, National Air Quality Index), coordinates and resolves disputes between State Boards, advises the Central Government, and trains personnel.
• Coercive powers:
• NGT: binding orders, compensation, and penalties for non-compliance (s.26).
• CPCB: directions, including closure or stoppage of power and water (Water Act s.33A; Air Act s.31A). Prosecution is through the courts.
• Relationship:
• NGT: hears appeals against Board orders and can direct the CPCB.
• CPCB: often acts as the NGT's technical arm, for example in monitoring committees and investigation reports.

The CPCB regulates the environment, while the NGT adjudicates, including on the legality of what regulators do.