(a) "Every agreement by which anyone is restrained from exercising a lawful profession, trade or business of any kind is to that…

(a)

Section 27 of the Indian Contract Act, 1872 declares void every agreement that restrains anyone from exercising a lawful profession, trade or business, "to that extent". The rule rests on public policy: freedom of trade and the right to a livelihood (see also Article 19(1)(g)). Section 27 is stricter than English law. English law, after Nordenfelt v. Maxim Nordenfelt (1894), upholds reasonable restraints. In India, however, Madhub Chunder v. Rajcoomar Doss (1874) held that partial restraints are also void; the only question is whether a restraint exists at all, not whether it is reasonable. The words "to that extent" allow a void restraint to be severed while the rest of the contract survives.

Circumstances in which restraints have been upheld

• Statutory exception, sale of goodwill (Exception to Section 27): the seller of goodwill may agree not to carry on a similar business within specified local limits, so long as the buyer (or anyone deriving title to the goodwill) carries on a like business there, provided the limits are reasonable.
• Partnership Act, 1932: restraints on partners (Section 11(2)), on outgoing partners (Section 36(2)), on dissolution (Section 54) and on the sale of goodwill (Section 55(3)) are valid if reasonable.
• Restraints during the term of employment or contract: a negative covenant not to work elsewhere while the contract subsists is valid because it gives effect to the contract rather than restraining trade (Niranjan Shankar Golikari v. Century Spinning (1967); Brahmaputra Tea Co. v. Scarth (1885)). A franchise-period exclusivity clause was upheld on the same basis in Gujarat Bottling Co. v. Coca Cola Co. (1995).
• Post-employment restraints are void: Superintendence Co. of India v. Krishan Murgai (1980); Percept D'Mark v. Zaheer Khan (2006).
• Protection of confidential information and trade secrets, and non-solicitation of clients: courts protect these through injunctions because they do not bar the employee from the trade itself.
• Trade combinations and exclusive-dealing arrangements: these are not restraints on the parties' own trade and are not void under Section 27, though they are now tested under Section 3 of the Competition Act, 2002.

Conclusion: in India the courts ask whether the restraint operates during the relationship or after it, and whether it falls within a statutory exception, rather than simply whether it is reasonable.

(b)

Section 2(b) makes a proposal a promise once it is accepted. Section 7(1) requires the acceptance to be absolute and unqualified. This is the "mirror-image" rule: the acceptance must correspond exactly with every term of the offer.

• Counter-proposal: an acceptance that varies a term, however slightly, or adds a new condition is not an acceptance. It is a counter-proposal that rejects and destroys the original offer, so the offeree cannot later accept that offer (Hyde v. Wrench (1840)).
• Indian authority: in Haridwar Singh v. Bagun Sumbrui (1972), an acceptance of a bid with a variation in the terms was held to be no acceptance. Padia Timber Co. v. Board of Trustees, Visakhapatnam Port Trust (2021) held that a conditional acceptance is a counter-proposal and creates no concluded contract unless the original offeror accepts the new condition. The Court also held that the earnest money deposited was refundable.
• "Unless agreed to by the offeror": the counter-proposal becomes a new offer, and a contract arises if the original offeror accepts it, expressly or by conduct (Section 8).
• Mere inquiry is not a counter-offer: a request for information does not destroy the offer (Stevenson, Jacques v. McLean (1880)).
• Manner of acceptance, Section 7(2): acceptance must be made in the usual and reasonable manner, or in the manner prescribed. If it is not, the proposer may insist on the prescribed manner within a reasonable time; if they do not, they are taken to have accepted the acceptance.
• Battle of forms: where parties exchange conflicting standard terms, English law applies the "last shot" rule (Butler Machine Tool v. Ex-Cell-O (1979)).

Conclusion: the statement correctly summarises Section 7. Consensus ad idem on every material term is essential, and a qualified assent binds only if the offeror accepts it.

(c)

Both coercion and undue influence vitiate free consent (Section 14). The statement, however, oversimplifies coercion.

Coercion (Section 15) is committing, or threatening to commit, any act forbidden by the Indian Penal Code (a reference now read as the Bharatiya Nyaya Sanhita, 2023, under Section 8 of the General Clauses Act), or unlawfully detaining or threatening to detain any property, with the intention of causing any person to enter into an agreement.

• It need not be physical violence against the victim. The threat may be aimed at anyone, and it is immaterial whether the Penal Code is in force where the threat is made (Explanation).
• A threat to commit suicide is coercion, as suicide was an act forbidden by the IPC (Chikham Amiraju v. Chikham Seshamma (1917)).
• In Ranganayakamma v. Alwar Setti (1889), a widow was prevented from removing her husband's body until she adopted a boy; the adoption was held voidable.

Undue influence (Section 16) exists where one party is in a position to dominate the will of the other and uses that position to obtain an unfair advantage. It is mental or moral domination, not force.

• Under Section 16(2), a person is deemed to dominate another's will where they hold real or apparent authority or stand in a fiduciary relation (for example parent–child, guardian–ward, doctor–patient, or spiritual adviser: Mannu Singh v. Umadat Pandey (1890)); or where the other person's mental capacity is affected by age, illness or distress.
• Under Section 16(3), if such a person enters into a transaction that appears unconscionable, the burden of proving that it was not induced by undue influence shifts to them.
• Subhas Chandra Das Mushib v. Ganga Prasad Das Mushib (1967) and Raghunath Prasad v. Sarju Prasad (1924, PC) lay down a three-stage inquiry. First, was the party in a position to dominate? Second, did they use that position? Third, is the transaction unconscionable, so that the burden shifts?
• Independent legal advice is the usual way to rebut the presumption (Allcard v. Skinner (1887)).

Key differences

• Nature: coercion is criminal or unlawful pressure; undue influence is the abuse of a dominating relationship.
• Relationship: coercion needs no prior relationship; undue influence presupposes one.
• Who may exert it: coercion may be exerted by anyone, even a stranger, and against anyone; undue influence is exerted by a party to the contract.
• Burden of proof: in coercion, the person alleging it must prove it; in undue influence, the burden shifts under Section 16(3), and there are special presumptions for pardanashin women.
• Remedy: both make the contract voidable (Sections 19 and 19A). For undue influence, the court may set the contract aside absolutely or on just terms. Money paid under coercion is recoverable under Section 72.

Conclusion: the statement is broadly right that undue influence works without violence, but coercion under Section 15 is wider than "physical compulsion". It includes threats, including threats to third parties, and the unlawful detention of property.