check out ch-5 of ICSI study material at the given link for specimen formats of deeds, agreements and illustrations:

https://www.icsi.edu/media/webmodules/Drafting_Pleadings_Appearances_22112022.pdf

PROMISSORY NOTE

under the Negotiable Instruments act,1881, it is defined under S.4 as "a written instrument (not bank/currency note) containing an unconditional undertaking signed by a maker to pay a certain sum only to, or order of certain person, or to the bearer of instrument.

PARTIES TO A PROMISSORY NOTE

maker:making/executing the note,promising to pay
payee:to whom the note is payable
holder:either payee/another to whom he may have endorsed the note
endorser/endorsee

ESSENTIALS TO A PROMISSORY NOTE

must be written
containing express promise/clear undertaking to pay;since promise can't be inferred so, an acknowledgement would be insufficient.
promise/undertaking must be unconditional
maker to sign in token of undertaking to pay
The maker/payee must be a certain/real person
sum payable must be certain and amt. must not be capable of contingent alterations.
payment must be in legal tender
properly stamped per Indian stamp act and each stamp cancelled by the maker's sign/initials.
details of place,no date of making (optional)
can't be made payable/issued to bearer, no matter payable on demand or after a certain time under S.31 of RBI act.

DEEDS OF POWER OF ATTORNEY (PoA)

PoA DEFINITIONS

specific acts or acts related to 1 judicial transaction call for "special/particular PoA".

can be executed in favor of multiple persons and in such cases, provide whether donees will act jointly/severally. in the absence of such explicit provision,entitled to only act jointly.

governed by Powers of Attorney act,1982,Indian Partnership act,1932 and law of agency/Ch X (Indian contract act) since donee=donor's agent such as:

who may execute such power
who may become attorney
when is power terminated
whether power+interest is revocable

WHO CAN EXECUTE A PoA?

by anyone able to enter into a contract and can be executed only in favour of a major since donees required to execute certain instruments as agents per S.2,5 of PoA act.

PoA FORM OF DEED

executed as deed polls in 1st person. these are unilateral docs and generally begin with:It begins either as - “KNOW ALL MEN BY THESE PRESENTS THAT I, ETC.” or “BY THIS POWER OF ATTORNEY,I,ETC."

operative words introduced without recitals or added after above sentences.

powers conferred to be specifically stated after appointment and optionally joined by a general powers clause.

PoA AUTHENTICATION

need not be attested but advisable to execute and authenticate by notary public/court judge/magistrate,Indian consul or vice-consul or CG representatives. after this,PoA will be deemed executed under the S.85 of indian evidence act.

notary public seals take judicial notice of
under S.32(c) of Indian Registration act,1908,PoA granted the agent to present a doc for registration but under S.33(1),only certain PoAs are recognised.
but a deed empowering agent to execute a deed conveying property and get deed regstd., need not be executed before an officer.

PoA DURATION

unless limited for a particular period,general PoA remains in force unless expressly revoked/determined by death of either party.

for co. POA executed by directors ceases operation when winding up order is made.[Fowler v. Broode P.N. Light & Co., (1893) 1 Ch. 724]

A special PoA is determined when the specified act is done except when power continues by express provision to that effect in the deed.

REVOCABLE/IRREVOCABLE PoA

executed in favor of a person can be revoked at donor's discretion.

if donee has interest in subject matter, in absence of express contract,can't be terminated to interest's prejudice.

agency+interest can't be terminated without the other party's consent(S.202 of contract act) making it irrevocable.

such PoAs are executed in favor of FIs for executing security docs by co. offering financial assistance.

such PoA will need registration

PoA BY CO.

Co. Being an artificial person can act through agents/officers through board resolutions or PoAs.for resolutions,a minute book is considered to prove passing resolution.further,under S.22 of co. act,2013,co. may by writing under its common seal/by 2 directors/director+CS empowers its attorney to execute deeds on its behalf.

generally,detailed PoA executed for MD/CEO and a delegate can't further sub-delegate powers, unless expressly/specifically authorised.

PoA STAMP DUTY

under Indian stamp act,1889 and duty a/c to state in which PoA executed or stamped with differences of duties, otherwise the PoA can be impounded.

foreign PoA must be stamped within 3 months of being received in India or deemed unstamped and can't be acted upon.

proxy lodged with co. under S.105 is also a PoA,although a particular one.

for share registration/transfer/subscription, co. receives poA by NR shareholders/co. for investing and signing transfer deeds.

PoA CONSTRUCTION

construed strictly and light words interpreted as per special powers. following well known "rules of construction borne while interpreting POAs [mulla:contract act]-

regard to recitals showing scope/object of power as such would control general terms in the operative part.
where special powers are afforded by general words,general words limited to what is construed as necessary for exercise of special powers only where necessary.

power not expressly delegated should not be implied;delegate authorised to invest in shares doesn't imply power to sell unless power to vary investment also delegated.

similarly,investing power doesn't automatically confer transferring powers.

CONSTRUCTION PRINCIPLES:

operative part controlled by recitals
authority for particular acts followed by general words,general words restricted to necessary powers.
general words don't confer general powers but are limited for a specific purpose and are construed as enlarging special powers only when necessary.
construed to include all necessary incidental powers

[A.I.R. 1972 Gauhati 122 (125)]

act purporting to be done challenged as being in excess of authority,necessary to show that on doc's fair construction,the power lies within the instrument expressly or by necessary application.

(Bank of Bengal v. Ramanathan Chetty, 43 I.A. 48, 55).

PoA REGISTRATION

not compulsory,S.4 of the PoA act provides that it may be deposited in HC/district court within local limits of instruments' jurisdiction and copy presented @ office to be stamped as certified copy; therefore, it will be sufficient evidence of the deed contents.

in certain cases,registration becomes compulsory;power authorising the donee to recover rents for his own benefit is assignment and requires registration.similarly,a PoA creating charge also requires registration.

[Indra Bibi v. Jain Sirdar, (1908) I.L.R. 35 Cal. 845, 848]

mere PoA need not be registered(Kochuvareed v. Mariappa, A.I.R. 1954 T.C. 10, 17)

AUTHORITY LETTERS

also POAs,executed on plain paper not on stamp paper;usually for collecting docs/papers,dividend interest,etc. POA law applies.

HIRE-PURCHASE

Contract of hire=contract for bailment and governed by Ch IX of Indian Contract act,1872 along with sale of goods act,1930.

acquiring ownership through agreement helps promote sales and acquire asset without paying full price in lump sum.after paying initial installment(generally 20-25% value), purchaser pays balance in monthly/quarterly installments followed by property being passed to the hirer at his option/right.

The hirer has an option to return during the period of hire;EMI is a form of hire-purchase.

HIRE-PURCHASE DEEDS

drafted as agreements under contract law;all other agreed conditions between seller and hirer should be mentioned.

The hire-purchase transaction is treated as an act of bailment.

distinctions between HP agreements and ordinary contracts are installment payments and options to purchase hired goods on payment of all installments. while drafting this option clause,following should be kept in mind:

shouldn't amount to an agreement to buy as only given an option to buy as under purchase agreements,the possessor can then further pass on the title to a buyer not having knowledge of the hire-purchase act [S.30(2) of Indian sale of goods act,1930].
express stipulation that property shall not pass to the hirer until all installments are paid. In the absence of this,seizing goods by default of payments might be held to make a contract of sale.

2 distinct set of rights on hirer
each capable of separate assignment
hirer's legal position=bailee towards seller/goods

MIN. PAYMENT CLAUSE

to provide depreciation of article; in case of determination by hirer/owner,this clause provides 50% liability of price after deducting installments already paid.

HIRE-PURCHASE AGREEMENTS (HPAs)

The owner is unwilling to look to the purchaser to recover the balance and the financier who pays balance undertakes the recovery.so,goods purchased by financier/dealer and they obtain an HPA from the customer under which latter becomes owner after paying all installments and exercising option to purchase on a nominal purchase.
in other forms,goods purchased by customers,in consideration of executing a HPA and allied docs in,remains in possession; subject to liability to pay amt. paid by the financier.

financier obtains an HPA which gives him the license to seize goods if the customer doesn't adhere to the HPA.

guarantor also signs agreement as a surety

stamp duty as agreement under Article 5 of Indian stamp act,1899 and registration is optional.

HIRE-PURCHASE act,1972

received president's assent on 06/1972 and was to come in force on 01/09/1973 but operation postponed sine die by a notification.

provisions still provide guidance and areas to cover legally such as:

every agreement to be in writing and signed by all parties thereto

an HPA shall be void if above not complied

if hire-purchase is associated with a contract of guarantee,it shall be signed by surety also, if not so, voidable at the owner's option.
important points for contacts:

stating the following-

price of goods
cash price/purchase price
date of agreement commencement
number/amt./date of installments and person to whom payable
goods to identify them

any part to be paid in other than cash/cheque,HPA to contain price description.
above not complied,the hirer may institute a suit for getting the HPA rescinded by the court as it thinks fit.
if 2 single contracts don't constitute HPAs then they can be construed as 1 HPA made @ time of last agreement.

warranties/conditions to be implied in HPAs:

notwithstanding contract,implied warranty-

hirer shall have/enjoy goods' quiet possession
goods free from charges/encumbrances in favor of a 3rd party @ passing of property.

implied conditions

on the owner's part of him having the right to sell when property passes.
goods to be of merchantable quality,but no such condition implied by virtue of this clause-

defects which the owner couldn't have been aware of @ agreement
defects specified in agreement
where the hirer examined goods/sample/defects which must have been revealed by examining.
second hand goods and agreements contain statement-

The hirer made known to owner purpose of goods
for antecedent negotiations,purposes known to negotiators and goods are reasonably fit per the implied condition.

goods let by reference to sample

owner's implied condition that bulk will correspond with sample
The hirer will have a reasonable opportunity of comparing

goods let by description,implied condition of goods corresponding with it; insufficient if bulk corresponds with sample, it shall also correspond with description.
The owner is not entitled to rely on any provision excluding/modifying any implied condition,unless he proves before agreement was made, provision brought to the hirer's notice and effects explained.
nothing to prejudice another enactment operation whereby any condition/warranty implied.

hirer to purchase anytime with rebate:

during agreement continues and after giving the owner not less than 14 days written notice,complete purchase by paying owner price/balance reduced by rebate calculated per agreement.
rebate is normally 2/3rds of hire-purchase charges proportionate to price not due to HP charges.

HP charges=difference in price and cash price

ensured that provisions shall have effect notwithstanding contrary in agreement but where term entitled the hirer to a rebate hirer than mentioned above,then agreement prevails.

hirer's right to terminate agreement

normally per agreement,the hirer may terminate before final payment is due and after giving the owner written notice of not less than 14 days along with re-delivering/tendering goods/tendering payment to the owner.
if the hirer terminates as above and agreement provides for payment on such termination,liability be normally made subject to-

amt. paid+amt. due before termination exceeds 1/2 of HP price,the hirer is not liable to pay.
if paid+due is less than,the hirer liable for difference between total and 1/2 or sum in agreement,whichever is LESS.

nothing above to relieve the hirer from liability of hire accrued before termination.
any provision which confers termination right on the hirer before full payment is excluded/restricted,liability in addition to imposed by agreement is imposed on hirer because of termination shall be void.
nothing shall prejudice the hirer's right to terminate otherwise than by early termination clause.

hirer's right to appropriate payment w.r.t 2/more agreements:notwithstanding contrary agreements,entitled for payments not sufficient to discharge total amt. to appropriate sums towards satisfaction of sums due under any 1 agreement. if he fails to appropriate, assumed towards agreements in the order they were entered into.

assignment/transmission of hirer's rights/interest-

The hirer may assign his right,title and interest with the owner's consent or without consent if consent is unreasonably held.
except otherwise provided,no payment/consideration required by the owner for consent and if such required, deemed unreasonably withheld.
On the hirer's request,the owner fails to give/refuses consent,the hirer may apply to court (having jurisdiction to entertain such a relief suit) for order declaring owner's consent has been withheld.
condition of granting consent,the owner may stipulate that all defaults be made good and require hirer/assignee to execute,deliver an assignment agreement,in owner approved form without affecting hirer's personal liability.

assignee agrees with the owner to be personally liable for remaining installments and to perform/observe all stipulations/conditions during term residue along with indemnifying hirers for such liabilities.

above passed by law to the hirer's legal representatives for complying with the agreement.

hirer's obligation to comply with agreement

pay hire
comply with agreement terms
care for goods

in the absence of a contrary contract:

as a man of ordinary prudence would under similar circumstances
not responsible for loss,destruction,deterioration if cared for as above

liable for compensation for damage caused by failure to take care

goods' use not a/c to agreement,liable for compensation for damage during such use.
to give info of goods' whereabouts

by virtue of agreement,the hirer has to keep goods in his possession/control,on the owner's written request, inform the owner of the goods' location.
Hirer fails to give info without reasonable cause within 14 days of notice receipt, fined <₹200.

HIRER' RIGHTS in case goods seized by owner

The hirer may recover from the owner, amt. by which HP price falls short of aggregate of the following:

HP price paid upto seizure
value of goods @ seizure date which is best price reasonably obtained by owner less aggregate of following:

reasonable expenses by the owner for seizing
amt. expanded on storage,repair and maintenance
expenses of further selling/disposing
for payment of arrear taxes/dues for which the hirer was liable

The owner fails to pay within 30 days from notice service, interest @12% p.a. from expiry of 30 days.
The owner sold goods seized,the onus of proving price as best price lies upon him.

owner's right to terminate agreement for default in payments/unauthorised act/breach of express condition-

hirer makes 2/more defaults,subject to S.21 of act and after giving written notice of not less than:

1 week if hirer payable @weekly/lesser intervals
2 weeks in other cases

if hirer pays/tenders hire in arrears+int. Before the expiry of time above,the owner is not entitled to terminate.
The hirer acts inconsistent with agreement/breaks express conditions clearly triggering termination subject to S.22.
OWNER'S RIGHTS ON TERMINATION

retain already paid hire and recover due arrears subject to S.17
forfeit initial deposit subject to S.10 and agreement
subject to S.17/20 and contrary contracts,enter the hirer's premises and seize goods.
subject to S.21/22,recover possession by app under S.20 by suit
without prejudice to S.14(2)/15 to recover damages for non-delivery,from termination to delivery/seizure.

FAMILY SETTLEMENT

per halsbury's laws of England:

family arrangement is agreement amongst family members,generally/reasonably for family's benefit by compromising doubtful/disputed rights or by preserving family property/peace/security by avoiding litigation and saving honor.

(usually embodied in a deed)

court considers family interest;matters potentially fatal to transaction between strangers are not objections to such arrangements.conversely,legally enforceable contracts may be negatived if parties are family members.

accepted by indian courts and the supreme court has leaned on upholding such a concept for equal wealth distribution.social justice will be administered and strife/hatred/bad blood may be avoided.

FAMILY SETTLEMENT ESSENTIALS

special equity applicable and proceeded from error of all parties in mistake/fact w.r.t their rights.

In Kale v. Dy. Director of Consolidation, AIR 1976 SC 807 the Supreme Court has laid down the following propositions having a binding effect:

bona fide-fair/equitable division or allotment
voluntary and not induced by fraud,coercion or undue influence
may be oral so no registration necessary
regstd. if written terms and not a mere memorandum for record/info post-arrangement.
members/parties must have some antecedent title,claim or interest or possible claim acknowledged by parties.

if 1 has no claim but another relinquishes all claims/titles in favor of the former then an antecedent title must be assumed and arrangement upheld.
[CIT v. R. Ponnammal, (1987) 164 ITR 706 (Mad)]

even in bona fide disputes not involving legal claims,settled by fair/equitable arrangement will be binding on the parties.

FAMILY SETTLEMENT ENFORCEABILITY

for family benefit can be enforced in a court of law. but before court does so,it must be shown an occasion for effecting a family arrangement and that it was acted upon.

[Lakshmi Perumallu v. Krishnavenarnma, AIR 1965 SC 825 : 1965 (1) SCR 261.}