International Contacts II: Identify and Comparing the Trends in A 

International Contract Laws and Probing the Critical Issues for

Multinational Contracting Parties [Eds. Joshua Aston]
Chapter 6: Interpretation of Good Faith in Contract Law
by

Jane Maria Tomy1

Good faith”, is a commonly used term in the world of contracts. But,

what does this term mean? The dictionaries offers a lot of synonyms
like bona fide, honesty, etc. Unfortunately, law does not ornate all
these meanings to this word. Some says it means honesty while the
others state that it implies reasonability. Other set of legal luminaries
slate that good faith is the absence of bad faith. In the end, only one
question remains, “What is good faith?” In this essay, the author tries
to elucidate on the different understandings of “good faith” under
different legal systems as currently accepted.

 1. DEVELOPMENT OF THE CONCEPT OF “GOOD FAITH”

Meanwhile, it should not be surprising to acknowledge that the

doctrine of good faith is largely developed by the civil law systems.
The concept of good faith has seen its origin in Roman law. During
the period of the Roman Empire, it was a part of the doctrines
formulated by the ius honorarium (praetorian law). It facilitated as a
lubricant between the literal interpretations in positive law (ius
civile the civil law) and imparting of justice.
 The term “Good Faith” implied trustworthiness, conscientiousness
and honourable conduct to Romans.2 This doctrine of Good Faith was
not limited to the interpretation of the meaning of the contracts but the
judges used it as a source from which new rules could be derived 3 and

   Page: 49

operated as a standard to create an obligation binding the parties.4 It

enabled them to consider the parties' relationship (in its origin and all
its effects, within the framework of all surrounding circumstances and
the conduct of the parties).5 Therefore, it emphasised the specificity of
the standard of behaviour that was required in a contractual
agreement.6

 Following the end of the Roman Empire, Good Faith went into a

short nap but it rose again during the twelfth and thirteenth centuries
especially through the mercantile practice. During the medieval
period, several philosophers who studied the legacy of Roman Laws
were influenced by the doctrine of good faith. Besides that, the
influence of Canon law allowed the influence of abstract and moral
rules to provide justice. And, thus, the doctrine of good faith got
incorporated into the contract laws of civil law regimes gradually.

 The common law took time to embrace this concept. Initially

acceptance for this doctrine was seen during the rise of the concept of
equity through the decisions of Court of Chancery around the
fifteenth and sixteenth centuries. This is a natural consequence of the
fact that the principles of good faith inherent in Canon law were
imported by the early ecclesiastical chancellors into the Court of
Conscience.7 Besides that, the merchant community had also started
to follow the principles of good faith and conscience and thus,
introduced a considerable element of equity in the law of the city
courts.8

 Although around the seventeenth and eighteenth centuries, this

doctrine again lost its value due to emergence of laissez faire concepts
and rapid industrialisation. By the twentieth century, the doctrine had
returned to the English law through the judicial decisions.
Nonetheless, it had limited the scope of application of “Good Faith”
only to interpretation of contracts and it does not enjoy the role of an
independent standard under common law.

 1.1 Reason for this Debate over “Good Faith”

The first question that would come up in any reader's mind might be
why exactly is there a controversy about the inclusion of good faith in
contract. The answer lies in the very nature of ‘Contract Law’. As per
the classical understanding, the parties to the contract are said to be
    Page: 50

the masters of the contractual regime.9 Contracts were understood by

agreement between two parties whose terms and conditions were
solely determined by them. It was always ensured by the classical
thinkers that the freedom to contract of every party must be respected.
Therefore, they should be left with the liberty to set their own terms
and conditions. In the event of any breach, the courts should not build
inroads by the means of any other outer interpretation of that contract
other than what the parties would have intended.

 This policy was devotedly followed for the reason that in all
mercantile transactions the great object should be certainty than the
establishment of a rule one way or the other because speculators in
trade then know what ground to go upon.10 The advantages of the
classical approach are relatively low enforcement costs and relatively
high transparency of the law to prospective contracting parties.11 But,
the disadvantages of this approach is that it is extremely rigid, formal
and acontextual. The classical common law rules make contractual
liability hard to assume and hard to escape, once it is assumed.12 Once
a promise falls within the scope of legal enforcement, only a few gaps
are filled, and they are filled with simple, binary default rules.13 The
disadvantage is that formal, bright line rules are inevitably over- and
under inclusive; that is, rules by their nature cannot be tailored on a
case-by-case basis to conform to the underlying goals they are
designed to advance.14 Many a times, an extreme rigid, literal
interpretation would not allow the imparting of justice.

 Moreover, a theme that runs through our law of contract is that the
reasonable expectations of honest men must be protected.15 It is the
objective which has been and still is the principal moulding force of
our law of contract.16 If the prima facie solution to a problem runs
counter to the reasonable expectations of honest men, this criterion
sometimes requires a rigorous examination of the problem to ascertain
whether the law does indeed compel demonstrable unfairness. 17
  Standards such as commercial reasonableness permit the courts to
impose solutions to disputes that are sensitive to the particular
relationship

   Page: 51

and that distribute losses more equitably between the parties.18 The

primacy for justice had given more weight for the latter approach.
Nevertheless, one cannot look over the decrease of predictability and
transparency in the contractual interpretation and also, the increasing
cost in enforcement of contracts. It is certainly hindering the
commercial transactions and efficacy of contract law at the cost of
justice. Therefore, there is a need to strike a balance between specific
value-free rules and generally expressed norms.19

 2. WHERE TO FIND “GOOD FAITH”?

Where exactly can one define ‘Good Faith?’ Where is that boundary,
however thin it might be, which explains whether an action is taken
in good faith? Many scholars have stammered on these questions.

 First of all, it is to be understood that the obligation of good

faith and fair dealing is incapable of precise definition20 and its
interpretation varies depending on the cases; circumstances in the
region; standpoints of the legal system followed etc. Nevertheless,
many attempts have been made to delimit it.

 The first kind of definition offered for the term of ‘Good Faith’ is
from the perspective of “reasonable expectations of the parties”. If the
conduct is in accordance with the reasonable expectations that the
parties had during the formation of the contract, then, the conduct is
supposed to be undertaken by the good faith.
 Nonetheless, even if the court is able to analyse the relevant
circumstances during the formation of contract, the reasonable
expectation of the parties at that time cannot be fathomed clearly by it
alone. The transactional signals parties send are too ambiguous to
permit a uniform interpretation.21 Therefore, Professor Burton had
evolved a “foregone opportunity” approach. A foregone opportunity is
one that the defendant bargained away as the price for entering into the
contract.22 When the parties have settled between themselves to
relinquish certain rights, claims or conduct for the cost of entering into
the contract, the same conduct cannot be taken after the enforcement of
the contract. At many times, the forgone opportunities cannot be read
from the expressed languages of the contracts. Then, the court must
again analyse the reasonable expectations that the parties had while
enforcing the contract.

   Page: 52

This approach on defining the ambits of good faith also gives

uncertain, unpredictable results.

 Then, there were other approaches formulated by the court that

were designed to give Good Faith the maximum objective outlook.
The first one was the purpose approach which looked for conducts
that violated the purpose and objects of the contract. Then, there was
the justice approach, which classified conducts that were against the
universal principles of justice as invalid. The third approach to
determine the parameters of good faith was the fruits of the contract
approach.23 In this approach, if the conduct in question would destroy
or injure the other party's right to receive the fruits or benefits24, then
it is not undertaken under ‘Good Faith’. All these approaches provide
different dimensions of good faith. Nonetheless, none of these
categorically states what constitutes Good Faith. Interestingly, Prof.
Summer's, therefore, came up with an excluder analysis to solve the
ambiguity. Good Faith, according to him, “is best understood as an
‘excluder’ — it is a phrase which has no general meaning or
meanings of its own, but which serves to exclude many heterogeneous
forms of bad faith.25 It strives to keep aside the conduct taken in bad
faith i.e., conduct contrary to community standards of honesty,
reasonableness or fairness.26

 After having analysed the various attributes, I would say, the

question that puzzles me still is — what is good faith. The simple
answer that I would give is it should not be defined. Good
Faith doctrine is a tool to incorporate the values of justice, fairness
and reasonableness into the contract law. It should be loosely defined
so as to give flexibility to the law by conforming it according to the
community standards of the changing times. But, when looking at the
purpose by which the courts have so far used this term, we can come
to a conclusion that:

The term  good faith would be used by the court (a) to limit a

discretionary contractual power so that it is exercised reasonably and
for the intended purpose; (b) to ensure that the parties work to secure
performance of the main objects of the contract; and (c) to insist that
parties not evade contractual obligations.27

   Page: 53

 3. APPLICATION OF GOOD FAITH : IN COMMON LAW

AND CIVIL LAW COUNTRIES

Good faith, as seen in the previous chapters, was more recognised in

civil law countries. In this chapter, we shall compare the application
of this doctrine in civil law countries and common law countries.

 3.1 Common law countries

Common law always stressed on the need for maintaining the parties'
autonomy and the predictability of the contracts. Therefore, it allows
only for the minimum application of the good faith doctrine.

 Under the common law, the interpretation of contracts adapts the

wording to the purpose of the contract, by taking into account the
factual background of which the parties could reasonably have had
knowledge at the moment of entering into the contract, however,
excluding the previous negotiations of the parties, their declarations
of subjective intent and the subsequent conduct of the parties.28 The
latter exclusion is based on the parol evidence rule. Under this rule,
the extrinsic circumstances—which include the negotiations prior to
contract—that could have influenced the contract are generally not
admissible. This rule is to prevent the parties from producing any
evidence to add to, vary or contradict the wording of a contract, and
imposes to read the contract exclusively on the basis of the provisions
that are written therein.29 Thus, it enhances the predictability in a
contract and minimises the scope of implication of terms and
doctrines into it unless the parties have presumed intention to do so.

 Good faith cannot be used to correct the unfair terms concluded

between the parties either. In Lombard North Central
plc v. Butterworth, the contract between a leasing company and a
customer read that if the customer defaults in the instalments, the
leasing company shall be entitled to the entire possession of the
computer that it had leased. Also, the customer had to pay the
instalments which are overdue unpaid along with the future
instalments. Nevertheless, the Court enforced the contract although it
is arbitrary in its very face.

 English law seeks to enforce the contract literally. In order to avoid

extreme injustice, the English law provides piecemeal solutions by the
application of doctrines of fraud etc. Nevertheless, in any case, good
faith can never be an independent ground for suit under English law.
It can be a supplementary to other grounds.

   Page: 54

 The theory sounds extremely rigid but the reality in England

succeeded in building inroads into the rigid legal mask. Under the
English law, fiduciary and employment contracts had recognised the
application of good faith doctrine. Also, the consumer contracts
wherein through the Unfair Terms in Consumer Contracts
Regulations, 1999, the English law had categorised unfair terms as
contrary to the requirement of good faith, it causes a significant
imbalance in the parties' rights and obligations arising under the
contract.30

 Also, the English law had been affirmative about making good

faith can be an express term agreed mutually by the parties in the
contract. The Court's decision in Berkeley Community Villages
Ltd. v. Pullen, had affirmed the parties' inclusion of the duty of
“utmost good faith” term in the contract as valid. In such a case,
the good faith shall be interpreted observe reasonable commercial
standards of fair dealing in accordance with their actions which
related to the agreement.31 Then again, in Gold Group Properties
Ltd. v. BDW Trading Ltd, the Court held that such an obligation
would not “require either party to give up freely negotiated financial
advantage clearly embedded in the contract”.32 Therefore, any
expressive reference to good faith obligation in the contract also
cannot supersede over the clearly stipulated terms of contract.

 But what shifted the controversy in English law regarding the

implication of this doctrine is the case of Yam Seng Pte Ltd. (a
company registered in Singapore) v. International Trade Corp
Ltd. The case was in relation to a contractual arrangement between the
two parties for granting exclusive rights to distribution of fragrances
in the regions of Middle East, Asia, Africa and Australia. The contract
was terminated due to certain acrimonious disputes between the
parties. But the appellant alleged that there was an implied duty to
undertake the contractual obligations in good faith.

 The court held that English law was never hostile to the idea
of good faith. For instance, in HIH Casualty v. Chase Manhattan
Bank, the English Court had interpreted the duty to act honestly in the
contractual relations.33 Neither can a decision that affects the other
party's interests in a contract be taken arbitrarily or unreasonably.34
 Having said that, the relevant background against which a contract
can be interpreted includes “shared values and norms of behaviour”. 35

   Page: 55

In the case of commercial contracts, especially, these behaviours

should be in tandem with the standards generally practised in the trade
and they are implied in the contract. We could say that every contract
is formed with bona fide intention by the parties and a reasonable
undertaking of the duties and mutual fulfilment of the rights flowing
from it. Such an intention is presumed to be flowing between the
parties during the formation of the contract. Through this
interpretation, the Court conveniently interpreted the implied
existence of good faith in contract law. Leggatt, J., sensing the
extreme reluctance of the common law with reference to the
admission of this doctrine stated that it is not applicable for every
contract.

 English law is still a confused toddler but its colonies of the days of
yore has grown much when it comes to a settlement of law with
regard to this doctrine. The United States have even brought in a
statutory adherence to this doctrine. Every contract or duty within the
Uniform Commercial Code imposes an obligation of good faith in its
performance and enforcement.36 Good faith is defined in fact as
honesty and the observance of reasonable commercial standards of
fair dealing under that Code.37 Nevertheless, good faith is not
considered an independent source of duties for the parties to a
contract.38 It aids in the construction and interpretation of the express
terms. More, the doctrine of good faith and fair dealing fills the gaps
in contract. Also, it constrains the discretion of the parties in the
contract.
 The next-door ally of USA, Canada, is not susceptible to this doctrine
much or at least statutorily. It is the judicial dicta that paved a way for
the introduction of this doctrine. The Courts have been generally
apprehensive about applying this doctrine especially in commercial
contracts unless an unfair disparity is perceptible between the parties.
Consequently, the application of the doctrine was limited to the fields of
employment and insurance laws. Nevertheless, the things were set for a
dramatic change since the recent decision of Supreme Court
in Bhasin v. Hrynew. In this case, the court held that good faith is a
general organising principle of the common law of contract which
underpins and informs the various rules in which the common law, in
various situations and types of relationships, recognises obligations
of good faith contractual performance.39 As a further manifestation of
this organising principle of good faith, there is a common law duty
which applies to all contracts to act honestly in the performance of
contractual obligations.40 Thus, one could see that although USA had
acknowledged this doctrine,
    Page: 56

common law countries like Canada, are still hesitant in embracing this
doctrine into their law.

 3.2 Civil Law Countries

First of all, civil law gives pre eminence to the justice and fairness in
the interpretation of the contracts. Therefore, good faith plays a crucial
role in the contract law although the degree of the application of the
doctrine might differ from country to country.

 For the civil law countries, one of the functions of this rule is to
integrate a contract regulation by filling the gaps that the parties may
have left open.41 Interpretation of the contract does not stick to literal
interpretation only nor does it limit the admission of the extrinsic
circumstances as evidence. In fact, unlike the common law system,
the extrinsic circumstances that would have influenced the contract
after its formation is admissible in civilian law systems without any
restrictions.

 The interpretation sees an active application of the doctrine. Good

faith becomes a perfect tool for the judges to fill in the gaps in the
contracts. But, how the interpretations are twisted to fill the gaps
differs from country to country. In Germany, a contract that is silent
on a certain aspect has to be integrated with the regulation that the
parties would have agreed on in accordance with the principle of good
faith, if they had given consideration to that particular aspect.42 The
Norwegian courts will go a step further to correct the terms of the
contract in order to achieve a better balance of interest between the
parties, even if the contract regulation does not lead to unfair
results.43 But an Italian judge would never allow that to happen.
Instead, he would interpret the contract in the light of the mandatory
rules constructed to control the specific types of contract and thus,
deters any unfair and unjust result. Regardless, his decision will be
similar to the German judge but the modus operandi is different.
  Another difference is that Civilian law systems see the application
of the good faith right from the phase of negotiation of the contract.
This implies that the parties are under an obligation to keep a fair
dealing and conduct right from the starting of the contract formation
which includes keeping the party informed about the material aspects
of the contract.

 Thus, in civilian law systems, we could see an active application of

the good faith to root out any injustice done to the parties. This
decreases the predictability that is guaranteed under common law
systems but only at the cost of justice the objectives of the contract
law are sacrificed.

   Page: 57

 4. AND WHERE DOES INDIA FIT IN???

Whether it is the predictability of common law or the justice —

oriented civil law that our country's law prefers while applying
the good faith doctrine?

 First and foremost, it is our duty to scour through the documents to

find the statutory definitions for good faith. The General Clauses Act,
Section 3(20) defines that a thing shall be deemed to be done in “good
faith” where it is in fact done honestly, whether it is done negligently
or not.44 Nevertheless, the interpretation taken by the General Clauses
Act 1897 will not be retrospectively applicable to the Indian Contract
Act of 1872. A contrary definition is offered by the Indian Penal Code
in Section 52 when it stated that nothing is said to be done or believed
in “good faith” which is done or believed without due care and
attention.45 The IPC definition comes into conflict with the definition
in the General Clauses Act to this extent that only if a thing has been
done negligently, though honestly, it would not be deemed to have
been done in “good faith”.46 The definition of the term in the General
Clauses Act lays stress on one aspect only, but, that in the Penal Code
places emphasis on two aspects, namely, the honesty of intention
along with due care and attention.47 From the above, it would be seen
that the term “good faith” is an abstract term as such is not capable of
any rigid definition and is to be examined with reference to the
context in which it is used, but some of its essential ingredients
constitute honesty and due diligence.48
 Nonetheless, the essential constituent of good faith is definitely
honesty. This has been included in the definition of both the statutes.
Does honesty completely ignore the ordinary prudence that the law
expects from a person? Our courts at various instances reiterated that
“good faith” implies not only an upright mental attitude, and clear
conscience of a person, but also the doing of an act, showing that
ordinary prudence has been exercised according to the standards of a
reasonable person.49 It contemplates an honest effort to ascertain the
facts upon which exercise of the power must rest. 50 Therefore, a gross
negligence or a lack of concern shown by the person to act according to
his duties can never be said to act according to “good faith”. Summing
up, to the provisions in contract law, the definition of “good faith” as
understood generally in civil law would apply, viz., that nothing is said
to be done in “good

   Page: 58

faith” which is done without due care and attention; that is the care
and attention expected of a man of ordinary prudence.51

 Whether the contract law would accept the interpretation of ‘good

faith’ into their domain and if so, to what extent? The quest for the
answer of it should begin from nature of interpretation of contracts
adopted by our law.

 Indian contract law does not provide for a strict literal interpretation
of the contract but includes purposive interpretation in its ambit where
the terms and conditions are ambiguous. Particularly, the meaning of
a commercial contract must be gathered by adopting a common sense
approach and not by a narrow pedantic and legalistic
interpretation.52 This is so because commercial contracts might be
most vulnerable to the change of government policies and the socio-
economic circumstances of the country. Therefore, to guard the
investor's confidence the court should not go too pedantic but should
incorporate the objective of justice within it.

 Nevertheless, under the pretension of purposive interpretation, like

the common law, the court cannot include anything under the sun to
interpret the terms of a contract. The intention of the parties can be
ascertained from:

(i) the express words used in the contract;

(ii) the nature of the property which forms the subject—matter of the
contract;

(iii) the nature of the contract; and

(iv) the surrounding circumstances.53

 Moreover, unlike the civil law, the subsequent conduct of the

parties in the performance of the contract or what the parties choose to
say afterwards does not affect the true effect of the clear and
unambiguous words used in the contract. Also, in India, like the
common law interpretations, the parties do not owe any allegiance
during the phase of negotiations and until the contract is completed.

 But not always the contracts that the parties enforce are complete
and free of any ambiguities. In case of such ambiguities, whether the
parties can imply such terms to correct it? The Indian Contract Act
under Section 9 acknowledges that the promises can be express and
implied as well. Nevertheless, due to the influence of the common law
principles, the judiciary is not free to imply any terms to rectify the
contractual terms. Implication of term in contract can be made only
where it is necessary in order to give efficacy to the transaction which
is intended by

   Page: 59

both parties
.54 Based upon the presumed intention of the parties, it may not
contradict or vary the express terms of the agreement. 55 Nor can it be
used simply to render the contract rather more attractive in the eyes of
reasonable men.56 Therefore, unlike the Nordic law, the contract cannot
be rectified at the whim of the judiciary to conduct it according to the
principles of fairness or good faith.
 In the end, it has to be always kept in mind that the parties have to
determine the nature of their liabilities than the judges. The doctrine
can be invoked only if an obligation, clearly intended as such, must
fail to take effect unless obvious oversight is remedied; and, even so,
the judges will supply the minimum necessary to save the contract
from shipwreck.57

 Nonetheless, in India, a contract can be declared void only in

accordance with the Contract Act. It cannot be said that a lack of good
faith maintained by any of the parties could be a sole ground for the
termination of the contract unless the statute provides so. The statute
provides five grounds that will make consent vitiate, namely,
coercion, misrepresentation, fraud, undue influence and mistake.
Unless one of these grounds is proved along with the contention
of good faith, the contract cannot be held void. But, yes, the violation
of good faith can be raised as an issue in the case.

 Nevertheless, where the contracting parties have applied “good

faith” as an express term in the contract, the Judge may decide the
case accordingly by applying the doctrine of implied terms. The
meaning of “good faith” may be ascertained through the presumed
intention of the parties. But, the interpretations that are reached
accordingly should not contravene any statutory duty, expressed or
implied. Thus, an implied statutory duty still precede over an
expressed “good faith” claim in a contract.58

———

 Student, IIIrd Year, BA LLB (Hons.), National Law University

1

Odisha, Cuttack.
2
 Saul Litvinoff, Good Faith, 71 Tulane Law Review 1645, 1651-53,
(1997).
3
 Id.
4
 Supra Note 1.
5
 Martin Schermaier, Bona Fides in Roman Contract Law 81-
82 (Reinhard Zimmermann and Simon Whittaker (eds), Good Faith in
European Contract Law, 2000).
6
 Id.
7
 John Baker, An Introduction to English Legal History 123 (3rd ed,
1990).
8
 Id.
9
 Jori Munukka, Harmonisation of Contract Law : In Search of a
Solution to the  Good Faith Problem, 48 Scandivinian Studies in Law,
229, 230 (2005).
10
 Vallero v. Wheeler, (1774) 1 Cowp 143 at 153.

 Robert E. Scott, The Death of Contract Law,54, No. 4, The

11

University of Toronto Law Journal, 369-390 (2004).

12
 Id.
13
 Supra note 10.
14
 Supra note 10.

 First Energy (UK) Ltd v. Hungarian International Bank Ltd, [1993]

15

Lloyd's Rep 194, at 196.

16
 Id.
17
 Supra Note 14.
18
 Supra Note 10.
19
 Supra Note 10.

 Wallace v. United Grain Growers Ltd. (c.o.b. Public Press), [1997]

20

3 S.C.R. 7014

 Clayton P. Gillette, Commercial Relationships and the Selection of

21

Default Rules for Remote Risks, 19 J. Legal Stud. 581 (1990).

 Steven J. Burton, Breach of Contract and the Common Law Duty to

22

Perform in  Good Faith, 94 HARV. L. REV. 379-84 (1980).

 Thomas A. Diamond and Howard Foss, Proposed Standards for

23

Evaluating When the Covenant of  Good Faith and Fair Dealing Has
Been Violated: A Framework for Resolving the Mystery, 47 Hastings
L.J. 597 (1995-1996).
24
 Id.
25
 Robert S. Summers, “Good Faith” in General Contract Law and
the Sales Provisions of the Uniform Commercial Code, 54 VA. L.
REV. 195 (1968).
26
 Supra Note 22.

 Shannon Kathleen O'Byrne, The Implied Term Of  Good Faith And

27

Fair Dealing: Recent Developments, 86 The Canadian Bar Review,

193, 203, 2007.

 Giuditta Cordero Moss (2007) International Contracts between

28

Common Law and Civil Law: Is Non-state Law to Be Preferred? The

Difficulty of Interpreting Legal Standards Such as  Good Faith, 7
Global Jurist, 7 (2007).
29
 Id. at 5.

 Regulation 5(1), Unfair Terms in Consumer Contracts Regulations

30

1999.

 Berkeley Community Villages Ltd v. Pullen, [2007] EWHC 1330

31

(Ch).
  Gold Group Properties Ltd v. BDW Trading Ltd, [2010] EWHC
32

323 (TCC).
33
 HIH Casualty v. Chase Manhattan Bank, [2003] 2 Lloyd's Rep 61.
34
 Gan v. Tai Ping (Nos 2 & 3), [2001] Lloyd's Rep IR 667.

 Yam Seng Pte Ltd. (a company registered in

35

Singapore) v. International Trade Corp Ltd.,[2013] EWHC 111 (QB).

36
 UCC § 1-304, (1998).
37
 UCC § 1-201(20) (1998).
38
 Beraha v. Baxter Health Care Corp., 956 F.2d 1436.
39
 Bhasin v. Hrynew, 2014 SCC 71.
40
 Id.
41
 Supra Note 27, at 12.
42
 Supra Note 27, at 12.
43
 Supra Note 27, at 13.
44
 Section 3(20), The General Clauses Act, 1897.
45
 Section 52, Indian Penal Code, 1860.

 Kailas Sizing Worksv. Municipality of Bhivandi and

46

Nizampur, AIR 1969 Bom 127.

47
 Id.
48
 M. MAHMOOD, THE CONTRACT ACT, 1872, 16 (2008).

 Kailas Sizing Works v. Municipality of Bhivandi and

49

Nizampur, AIR 1969 Bom 127.

50
 Id.
51
 Supra Note 48.
52
 Union of India v. D.N. Revri & Co., (1976) 4 SCC 147.

 M.P. Housing Board v. Progressive Writers and Publishers, (2009)

53

5 SCC 678 : AIR 2009 SC 1585.

 Delhi Cloth and General Mills Co. Ltd. v. K.L. Kapur, AIR 1958

54

P&H 93.
55
 Id.
56
 Supra Note 53.
57
 Supra Note 53.

 Puravankara Projects Ltd. v. Hotel Venus International, (2007) 10

58

SCC 33.