• Coexisting and conflicting contractual agreements

Two agreements were made between the same parties. The second agreement was made after about a year of the first agreement. The second agreement contradicts with some of the clauses of the first agreement.

My questions are: 
1. If some dispute arise between the parties in future and matters are to be settled at court, which agreement will be applicable? Are they both applicable at the same time?
2. Which agreement shall be effective when conflicting clauses are to be interpreted?
Asked 2 years ago in Business Law

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18 Answers

1. Until and unless there is a mention about the previous agreement in the present agreement the first agreement will not be effective if there is a second agreement is forced into the company

2. Second agreement may over take the previous agreement.

T Kalaiselvan
Advocate, Vellore
66984 Answers
884 Consultations

5.0 on 5.0

For both questions answer is one the second agreement will be binding first will get omitted.

As per The Indian Contract Act, 1872

Similarities between Cross offer and Counter offer

Cross offer and counter offer in both cases when the second-time offer is made to first party the second one become invitation to offer.

Ganesh Kadam
Advocate, Pune
10682 Answers
94 Consultations

4.9 on 5.0

1) second agreement supersedes the earlier agreement

2) it amounts to novation of contract

3)section 62 of the Indian Contract Act, 1872, provides as under:

“If the parties to a contract agree to substitute a new contract for it, or to rescind or alter it, the original contract need not be performed.”

Ajay Sethi
Advocate, Mumbai
76975 Answers
4621 Consultations

5.0 on 5.0

Do you have any "hierarchy" or "order of preference clause" in ant of the two agreements

Saurabh Yadav
Advocate, Gurgaon
50 Answers
1 Consultation

4.0 on 5.0

1.Onky after perusing the agreements it can be forst opined whther the agreement are supplementary or exclsuisve to each other.

2. if the terms of the first agreement are materially replaced both in terms of performance and price then the second agreement would be considered to revoke the first one and it alone will hold the filed.

3.if it is not but only executed with a view to aid or supplant few missing clauses then it would be considered as supplementary agreement only and in that context both the agreement would be taken into consideration to adjudicate the dispute, if any.

4. In other words unless I can manage to see both the agreements I can not advise properly on this account except mentioning the general provision of law governing the similar field.

Devajyoti Barman
Advocate, Kolkata
20785 Answers
296 Consultations

5.0 on 5.0

Second agreement

Vikash Agarwal
Advocate, Kolkata
8 Answers

4.0 on 5.0

Whenever there's a conflict between the first and the second Agreement, the first will prevail over the second.

Other than than, the two Agreements have ti be read and interpreted in harmony.

Vibhanshu Srivastava
Advocate, New Delhi
9055 Answers
167 Consultations

5.0 on 5.0

As per S.29 of the act, if both agreements are in force, then Agreements, the meaning of which is not certain, or capable of being made certain, are void.

For example: (a) A agrees to sell to B “a hundred tons of oil”. There is nothing whatever to show what kind of oil was intended. The agreement is void for uncertainty.

As per S.62 of the contract act, If the parties to a contract agree to substitute a new contract for it, or to rescind or alter it, the original contract, need not be performed.

Rajaganapathy Ganesan
Advocate, Chennai
1748 Answers
8 Consultations

4.9 on 5.0

1. If the said two contradictory agreements have been executed by the two parties on the same issue and for the same purpose then how have they been executed without replacing or suppressing the earlier one? In the above case, the registered one will ordinarily be claimed to be valid. If none were registered, then the last one will be claimed to be in suppression of the earlier one and hence valid.

2. The registered one or the last one if none were registered for reasons explained above will be considered as binding on both the parties.

Krishna Kishore Ganguly
Advocate, Kolkata
24414 Answers
680 Consultations

5.0 on 5.0

1. The agreement made later will be valid and the clauses of the same will be enforced.

2. The agreement made later will be valid.

Regards

Anilesh Tewari
Advocate, New Delhi
17791 Answers
296 Consultations

5.0 on 5.0

Three sort of situation may arise in this case -

1. If the second contract is in continuance to the first contract for the same job which was being undertaken with the help of first contract then the second contract will be applicable on the parties as the first contract will be superseded by the second contract.

2. If the second contract and the first contract are in between the same parties but for two different assignment or job then both the contracts will be applicable and such clauses which are contradictory to each other will be read through harmonious interpretation giving equal value to both the clauses which are contradictory to each other. This job of doing the harmonious interpretation is of the court and not of the parties per se.

3. If the second contract and the first contract is in between the same parties but for different job and if it is written that for all purposes the second contract will supersede the first contract and all the previous contract is null and void with the signing of second contract then only the second contract will be considered for all purposes. In case even the job are same but same thing is mentioned in the contract that it will supersede all previous contract then again it will be the clauses of second contract which will be considered for all purposes and not the first one.

Pulkit Prakash
Advocate, Delhi
273 Answers
6 Consultations

5.0 on 5.0

Sir

As you have not stated what sort of agreement you have entered. Taking the matter generally :-

The first one is the mother one and the next one is the added/ supplementary agreement by entering new clauses.

If the matter goes to the court both the agreement will be taken up together.

The applicability will depend upon the clauses of the both agreement.

Thanks

Shiddhartha Banerjee
Advocate, Calcutta
42 Answers

5.0 on 5.0

Dear Client,

Both agreement will be applicable and harmonious construction must be placed on the contract as far as possible, however

In case of conflict between earlier or later clauses in a contract, later clauses are to be preferred to the earlier.

Yogendra Singh Rajawat
Advocate, Jaipur
20144 Answers
28 Consultations

4.5 on 5.0

1) take search in sub registrar office . you will get to know whether agreement is registered or not

2) registration can be done within maximum period of 8 months

Ajay Sethi
Advocate, Mumbai
76975 Answers
4621 Consultations

5.0 on 5.0

1) If you have original agreements on its every page one stamp seal will appear its mentioned registration number, date and page number. Initial signature.

2) And for registration of agreement you have to pay ten times of registration fees as per Registration Act, 1908.

Sec 25

25. Provision where delay in presentation is unavoidable

(1) If ,owing to urgent necessity or unavoidable accident, any document executed, or copy of a decree or order made, in 18[India] is not presented for registration till after the expiration of the time hereinbefore prescribed in that behalf, the Registrar, in cases where the delay in presentation does not exceed four months, may direct that, on payment of a fine not exceeding ten times the amount of the proper registration-fee, such document shall be accepted for registration.

(2) Any application for such direction may be lodged with Sub-Registrar, who shall forthwith forward it to the Registrar to whom he is subordinate.

Section 49

49. Effect of non-registration of documents required to be registered

No document required by section 17 32[or by any provision of the Transfer of Property Act, 1882] to be registered shall-

(a) affect any immovable property comprised therein, or

(b) confer any power to adopt, or

(c) be received as evidence of any transaction affecting such property or conferring such power, unless it has been registered:

32[PROVIDED that an unregistered document affecting immovable property and required by this Act or the Transfer of Property Act, 1882, to be registered may be received as evidence of a contract in a suit for specific performance under Chapter II of the Specific Relief Act, 1877, or as evidence of part performance of a contract for the purposes of section 53A of the Transfer of Property Act, 1882, or as evidence of any collateral transaction not required to be effected by registered instrument.]

Ganesh Kadam
Advocate, Pune
10682 Answers
94 Consultations

4.9 on 5.0

1. From the copy of the Afreement you are holding, you shall understand whether the agrement has been registered or not aince it will be typed/preinted on stamp paper and registration no. will be mentioned thereupon.

2. If none of the agreement has been registered, both the parties shouldfirst choose which of the two agreements they should register and then go to the office of the Sub-Registrar to register the same by paying the appeopriate fees.

3. It will be prudent on your part to take the asssistance of a lawyer having expertise in registering deeds/documents.

Krishna Kishore Ganguly
Advocate, Kolkata
24414 Answers
680 Consultations

5.0 on 5.0

If it is registered then the same must be having some number wherein the same is put up in record of the registrar office.

if the same is not registered, then get it registered at the registrar office.

Contact a local lawyer for the same.

Regards

Anilesh Tewari
Advocate, New Delhi
17791 Answers
296 Consultations

5.0 on 5.0

The copy of the agreement held in your possession will reveal whether it is a registered document of an unregistered document.

The executor of the agreement has to make arrangement for getting it registered before the jurisdictional registrar by paying the registration charges and stamp duty, if any applicable.

T Kalaiselvan
Advocate, Vellore
66984 Answers
884 Consultations

5.0 on 5.0

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