CS Professional · Drafting, Pleadings and Appearances

Drafting of Commercial Contracts for CS Professional

Drafting commercial contracts means turning a deal into clear, enforceable written terms. For CS Professional, you must know the essentials of drafting, contingent contracts (Sections 31 to 35), agent's contracts (Sections 226, 230) and key clauses. Answer by stating the rule, applying it to the facts, concluding, then drafting the clause.

What this chapter covers

This chapter covers how a commercial contract is planned, worded and made enforceable. It starts with the basics of good drafting, then moves to two areas of the Indian Contract Act, 1872 that the paper tests through facts: contingent contracts and contracts made through agents. It ends with the clauses that appear in almost every commercial agreement.

The legal part is short but precise. Section 31 defines a contingent contract as a contract to do or not to do something if some event, collateral to the contract, does or does not happen. Sections 32, 33 and 35 say when such a contract can be enforced. Section 226 says contracts made through an agent are enforced as if the principal had made them in person. Related sections on the agent's personal liability (Section 230), sub-agents (Section 192), the agent's skill and diligence (Section 212) and fraud by an agent (Section 238) help you analyse case facts.

This chapter sits in the Drafting and Conveyancing part of Paper 2, Drafting, Pleadings and Appearances. The paper is written and case-based. Here you learn to produce the contract. Later chapters on pleadings and appearances show what happens when a contract is breached and goes to a forum. A well-drafted clause now is the evidence you rely on there.

Paper 2 is a descriptive paper, and Drafting and Conveyancing is its larger part. Questions here reward a fixed pattern: provision, analysis of facts, conclusion, and often a draft clause. The contingent contract sections are short and have clear conditions, so they are easy to score on if you learn them exactly. Key clauses are also practical, and a neat, correctly worded draft shows examiners you can do the job of a professional.

Drafting of Commercial Contracts: topics in the order to study them

1Essentials of Drafting Commercial ContractsStart here to learn structure, language and the basic validity points that every later draft depends on.
2Contingent Contracts: Meaning and DraftingLearn the Section 31 definition and what counts as a collateral event before you study when such contracts can be enforced.
3Enforcement of Contingent Contracts (Sections 32, 33 and 35)These sections build on the definition and are the most testable rules in the chapter, so study them while the meaning is fresh.
4Agent's Contracts and Their Enforcement (Section 226)This is a separate legal area, best studied once contingent contracts are clear, because you now draft for a principal acting through an agent.
5Key Clauses in Commercial ContractsFinish with clauses, since they tie together everything above and are where you practise actual drafting.

How to prepare Drafting of Commercial Contracts

The chapter mixes a few exact legal rules with practical drafting. Prepare both parts and practise writing, not just reading.

Read the essentials of drafting first and write a short checklist of parts of a contract: parties, recitals, definitions, operative terms, boundary clauses, signatures.
Learn Section 31 in your own words and test it: is the event collateral, and is it uncertain? Make five examples of your own.
Make a three-row table for Sections 32, 33 and 35: the event happens, the event does not happen, and the event within a fixed time. Note the point at which each contract becomes enforceable or void.
Learn Section 226 with Section 230. Know the general rule that the principal is bound, and the cases in which a contrary contract is presumed: goods for a merchant resident abroad, an undisclosed principal, and a principal who cannot be sued.
Draft each key clause yourself in two or three sentences, then compare with your study material and tighten the wording.
Solve past case-based questions in the order: provision, facts, conclusion. Time yourself within the three hours, remembering the extra 15 minutes are for reading only.
Revise by redrafting clauses from memory a day before the exam.

Common mistakes in Drafting of Commercial Contracts

Treating any conditional promise as a contingent contract.
Fix: Check both points in your analysis before concluding that Section 31 applies.
Mixing up Sections 32 and 33.
Fix: Ask one question: must the event happen, or must it not happen? Then recall when enforcement begins in each case.
Ignoring the fixed time in Section 35.
Fix: Underline any time limit in the facts. If there is one, Section 35 decides when the contract is void or enforceable.
Saying the agent is never personally liable.
Fix: State the general rule and then check the three presumed-contrary cases against the facts.
Writing key clauses as vague one-liners.
Fix: Draft each clause with its purpose, trigger, consequence and who must act. Use precise words and defined terms.
Citing a section without applying it to the facts.
Fix: Quote the key words of the provision, link them to named facts, and only then conclude.

Last-day revision: Drafting of Commercial Contracts

Section 31: a contingent contract depends on an event collateral to the contract happening or not happening.
Section 32: a contract contingent on an event happening cannot be enforced until the event happens.
Section 32: if the event becomes impossible, the contract becomes void.
Section 33: a contract contingent on an event not happening is enforced when the event becomes impossible, and not before.
Section 35: a contract contingent on an event happening within a fixed time becomes void if the event has not happened when the time ends, or becomes impossible earlier.
Section 35: a contract contingent on an event not happening within a fixed time is enforceable when the time expires without the event, or when it becomes certain the event will not happen.
Section 226: contracts through an agent have the same legal consequences as if the principal had made them in person.
Section 230: without a contrary contract, the agent can neither enforce nor be bound by the principal's contracts.
Section 230: a contrary contract is presumed where the principal is undisclosed, cannot be sued, or is a merchant resident abroad buying or selling goods.
Section 234: if a person induces the agent or principal to believe only the other is liable, he cannot later hold the other liable.
Section 238: an agent's fraud or misrepresentation within authority affects the agreement as if the principal had done it.
In every answer: rule, facts, conclusion, then the draft clause.

Drafting of Commercial Contracts practice questions

Drafting of Commercial Contracts in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Drafting of Commercial Contracts: frequently asked questions

What is a contingent contract under the Indian Contract Act?

Section 31 defines it as a contract to do or not to do something if some event, collateral to the contract, does or does not happen. An example is a promise to pay a sum if a house is burnt.

When does a contingent contract become void?

Under Section 32, a contract contingent on an event happening becomes void if the event becomes impossible. Under Section 35, one contingent on an event happening within a fixed time becomes void if the event has not happened when the time ends or becomes impossible earlier.

Is the principal bound by a contract made by an agent?

Yes. Section 226 says contracts made through an agent are enforced and have the same legal consequences as if the principal had made them in person. Section 238 adds that an agent's fraud or misrepresentation in the course of business affects the agreement as if the principal had done it.

How should I answer a case-based question from this chapter?

State the relevant section, apply it to the facts given, and conclude clearly. If the question asks for drafting, add a well-worded clause with defined terms, trigger and consequence.