(a) A "'Quasi-Contract' arises out of judicial principles and not out of contractual agreement between two parties." Explain…

(a) A quasi-contract is an obligation that the law imposes to prevent unjust enrichment. It does not rest on any offer, acceptance or consent between the parties, so it is a contract only in name: "implied in law", not "implied in fact". The idea goes back to Lord Mansfield in Moses v. Macferlan (1760), who held that the defendant was obliged by the ties of natural justice and equity to refund money. In English law it was a judge-made fiction, first framed in indebitatus assumpsit and now treated as restitution (Lipkin Gorman v. Karpnale (1991)). The Indian Contract Act, 1872 codifies these obligations in Chapter V, "Of certain relations resembling those created by contract":

• Section 68: necessaries supplied to a person incapable of contracting.
• Section 69: payment by an interested person of money due from another.
• Section 70: obligation of a person enjoying the benefit of a non-gratuitous act.
• Section 71: the responsibility of a finder of goods.
• Section 72: money paid, or a thing delivered, by mistake or under coercion.

Judicial application

• ***State of West Bengal v. B.K. Mondal* (1962):** a contractor who built structures at the State's request, under a contract invalid for non-compliance with Article 299, recovered under Section 70 because the State had accepted the benefit.
• ***Mulamchand v. State of M.P.* (1968):** Section 70 applies even where the contract is void.
• ***Sales Tax Officer v. Kanhaiya Lal Mukundlal Saraf* (1959):** tax paid under a mistake of law is recoverable under Section 72.

Conclusion: the statement is correct in that these obligations are founded on equity and imposed by courts and statute, not by agreement. In India they are now statutory, and the courts give them effect by applying the principle of restitution.

(b) A Limited Liability Partnership is a body corporate with a separate legal personality and perpetual succession (Section 3 of the LLP Act, 2008).

Agency and liability

• Agency (Section 26): every partner is the agent of the LLP for the purpose of its business, but not of the other partners. This differs from a general partnership, where each partner is the agent of the firm and of the other partners, and all are jointly and severally liable (Sections 18 and 25 of the Partnership Act, 1932).

Liability of the LLP (Section 27):

• The LLP is liable for a partner's wrongful act or omission in the course of its business or with its authority.
• It is not bound where the partner had no authority and the third party knew this or did not believe the partner was a partner.
• An obligation of the LLP, in contract or otherwise, is solely the LLP's obligation, and its liabilities are met from its property.

Liability of partners (Section 28):

• A partner is not personally liable, directly or indirectly, for an obligation of the LLP merely because they are a partner. Their exposure is limited to the contribution they agreed to make.
• A partner is personally liable for their own wrongful act or omission, but not for another partner's wrongful act.
• Holding out (Section 29): a person who represents themselves as a partner is liable to anyone who gave credit on that basis.
• Fraud (Section 30): where the LLP or a partner acts with intent to defraud creditors or for a fraudulent purpose, the liability of the LLP and of the partners who acted with that intent is unlimited. The persons knowingly party to it are also punishable.

Conclusion: the LLP combines the flexibility of a partnership with corporate limited liability. The LLP (Amendment) Act, 2021 decriminalised several procedural defaults and created "small LLPs". Personal liability survives for a partner's own wrongs and for fraud, so the limited-liability shield cannot be used to escape personal misconduct.

(c) A seller is an unpaid seller when the whole price has not been paid or tendered, or when a bill of exchange or other negotiable instrument received as conditional payment has been dishonoured (Section 45 of the Sale of Goods Act, 1930).

Section 46(1) provides that, notwithstanding that the property in the goods may have passed to the buyer, the unpaid seller has "by implication of law" the following rights:

• a lien on the goods for the price while in possession of them (Sections 47–49);
• a right of stoppage in transit when the buyer becomes insolvent (Sections 50–52);
• a right of resale, as limited by the Act (Section 54).

Where property has not passed, the seller has a corresponding right of withholding delivery (Section 46(2)).

Why these are rights by operation of law

• They arise automatically from the seller's status as unpaid, whether or not the contract mentions them.
• They exist even after property has passed, which shows they are statutory real rights over the goods and not contractual terms.
• They are available against the buyer's creditors and the buyer's trustee in insolvency, who are strangers to the contract. They survive a sub-sale unless the seller has assented to it, or a document of title has been transferred to a bona fide purchaser for value (Section 53).
• The parties may modify them, but they do not need to create them. For example, a lien is lost when the price is tendered, the goods are delivered to a carrier without reservation, or the seller waives the lien (Section 49).

Personal remedies The unpaid seller also has personal remedies against the buyer: a suit for the price (Section 55) and damages for non-acceptance (Section 56).

Conclusion: the statement is correct. The Act attaches these real remedies to the status of being unpaid, to give the seller security for the price.

(d) Agency is consensual, and the principal and agent may define their mutual rights and duties by contract. The Indian Contract Act, 1872 nevertheless lays down general duties that apply unless the contract excludes or varies them.

The agent's general duties

• Obedience (Section 211): conduct the principal's business according to the principal's directions or, in their absence, the custom of the trade. The agent bears any loss from departing from these, and must account for any profit.

Reasonable care, skill and diligence (Section 212):

• The agent must bring as much skill as is generally possessed by persons engaged in similar business, unless the principal knows of the agent's want of skill.
• The agent must act with reasonable diligence.
• The agent must compensate the principal for the direct consequences of their own neglect, want of skill or misconduct. They are not liable for indirect or remote loss.
• In Pannalal Jankidas v. Mohanlal (1951), an agent who failed to insure goods as instructed was held liable when the goods were destroyed.
• The standard is objective and depends on the profession: a professional agent, such as a broker, banker or advocate, is held to the standard of that profession. A gratuitous agent must also use the care and skill reasonably expected in the circumstances (Chaudhry v. Prabhakar (1989)).
• Rendering accounts (Section 213) and communicating with the principal when there is difficulty (Section 214).

Fiduciary duties:

• not to deal on their own account without disclosure (Sections 215–216). Otherwise the principal may repudiate the transaction and claim any benefit;
• not to make secret profits;
• to pay over sums received (Section 218), subject to the agent's right to retain remuneration and expenses (Section 217).
• Not to delegate (Section 190, delegatus non potest delegare), except where custom or the nature of the agency allows it.

Conclusion: the duty of reasonable care and skill is fault-based. The agent is not an insurer of results, but must show the competence professed or expected in the trade. That duty, together with the fiduciary duties, applies to every agency unless the parties expressly vary it.

(e) A Geographical Indication (GI) identifies goods (agricultural, natural or manufactured, including handicrafts and foodstuffs) as originating in a territory, where a given quality, reputation or other characteristic is essentially attributable to that geographical origin (Section 2(1)(e) of the Geographical Indications of Goods (Registration and Protection) Act, 1999). India enacted the Act to meet its obligations under Articles 22–24 of TRIPS.

Commercial significance

• A GI is a collective brand of origin. It earns a price premium and builds consumer trust, and it supports exports and rural livelihoods, particularly for artisans and farmers.
• It prevents the free-riding of imitations: Darjeeling Tea, India's first GI (2004–05), is an example.
• It preserves traditional knowledge and supports tourism and regional development.
• India has registered several hundred GIs, including Basmati (whose registration was contested), Banarasi sarees, Alphonso mangoes and Kolhapuri chappals.

Benefits of registration

• Exclusive right to use the GI in relation to the goods, and the right to obtain relief for infringement (Section 21), available to:
• the registered proprietor (an association of persons, a producers' organisation or an authority representing producers' interests);
• authorised users, meaning producers registered under Section 17, who can sue in their own right.
• Infringement (Section 22) includes:
• use suggesting a false origin;
• use amounting to unfair competition;
• enhanced protection for notified goods even where the true origin is indicated or a translation or words such as "kind" or "type" are used (Section 22(2), extendable beyond wines and spirits).
• No action lies for infringement of an unregistered GI (Section 20), although passing off remains available.
• A GI cannot be registered as a trade mark by others (Section 25).
• Registration is valid for 10 years and renewable indefinitely (Section 18). It is prima facie evidence of validity (Section 23).
• A GI is public property of the producers and cannot be assigned or licensed (Section 24).
• Offences for falsifying a GI are punishable under Sections 38–40.
• Courts protect GIs in practice. In Tea Board v. ITC (Calcutta HC, 2011), a "Darjeeling Lounge" was held not to infringe, which shows the limits of protection.

Conclusion: registration turns a regional reputation into an enforceable collective right. Its value, however, depends on quality control, producer awareness and enforcement abroad.