However, such an obligation cannot be considered compensation unless it is expressly included in the compensation clause. On this point, there is no clear Indian jurisprudence. However, the U.S. courts have taken this position.8 The motivation seems to be that in the event of an action for damages, there is an obligation to mitigate damages after the breach of the contractual event. However, in the case of compensation, an exemption contract is a separate contract in itself and the violation is therefore the refusal to compensate and not the concrete event that led the compensated party to seek compensation. The compensation clause can therefore be interpreted as a debt claim and not as a claim for compensation, so the mitigation obligation does not apply. Depending on the circumstances, the lack of communication can sometimes be overcome. Examples of defense against lack of ads are: (1) no prejudices; the other party was not affected by the lack of strict compliance; (2) essential respect – communication was actually made by other means (for example. B discussion in the minutes of the meetings); and (3) Waiver – the parties discussed the merits of the law despite the lack of timely or correct notification, or the parties chose conduct in the handling of claims that vary the terms of the contract. But why do you risk losing a right to something that might be considered technical? A recent court decision underscores the importance of ensuring that a right-to-guarantee application under a share purchase agreement complies with the requirements of the agreement and is not based on the recipient`s understanding. Duress is another related defense that goes to the formation of the contract. The accused forcefully argues that he or she had no choice but to sign the contract because of a “false act” or a “false threat” (i.e. the signing of that contract – or others!).
For example, Colorado courts have ruled that the threat of “blacklisting someone” if they do not sign a contract is compulsive: “The threat of blacklisting an employee of an industry is a form of coercion that means a matter of statutory coercion, and the formation of an employment contract under these constraints is inoperative.” Pittman v. Larson Distrib. Co., 724 p.2d 1379, 1384 (Colo.App 1986). Claims can be invoked for losses and expenses, time extensions and damages likely to be liquidated. The contract should define precisely what a claim can be and how it should be dealt with. There may also be claims related to the appointment of advisors. As is customary, the purchaser has had a delay in asserting rights under these provisions. The agreement provided that sellers would not be liable for tax claims unless “the buyer has provided the sellers, on the day or before the seventh anniversary of completion, with a written notification of this tax claim [a claim against the sellers as part of the guarantee or compensation] (detailing the nature of this tax claim and , if this is feasible, the amount requested… (a notification referred to in paragraph 6.3). In order to determine whether the applicant is asserting rights related to the contract or contract, Vivendi I`s ad hoc committee decided that the court should consider the fundamental basis of the applicant`s claim.3 As opposed to a claim for damages in which a clear connection and a sufficient connection between the violation of the contractual event and the harm suffered must be demonstrated. in the event of compensation, the threshold to be determined is much lower and there is no obligation to prove the actual harm before claiming compensation.