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Amardeep Srivastava (Senior Law Officer)     26 October 2010

Contract

A has to effect certain supplies to B under a contract (let us say contract no.1). Contract no.1 puts an obligation on A to arrange for logistic service provider for which payments would be directly made by B to the logistic service provider. A selects C for logistic services. Another contract let us say contract no.2 is executed between A and B which is also signed by C in his capacity as an associate of A. Contract no.2 spells out the scope of work and also mentions that B would be paying all the bills raised by C on behalf of A. Now the question is 1) whether this is to be treated as a tripartite contract or a bipartite contract. 2) Whether the logistic service provider can claim that the bills raised by them is due from B ?



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 6 Replies

R.Ramachandran (Advocate)     26 October 2010

Unless all the three parties are there in a contract and agree to the contents thereof, it cannot be called a Tripartite Agreement at all.

Amardeep Srivastava (Senior Law Officer)     27 October 2010

Dear Mr. Ramachandran,

When all the 3 parties have signed the contract it would mean that they have agreed to its contents. My question is that if only 2 parties have some obligation under the contract and the third has merely signed it as an associate of one of the parties, can it be treated as a tripartite agreement. My understanding is that it can't be. Want to have views of the other learned members of the forum.

Regards

R.Ramachandran (Advocate)     27 October 2010

Dear Mr. Amardeep,

There should be agreement by the parties concerned that such and such action if done by say XYZ would be acceptable to ABC etc.  Mere signing of the agreement without clearly agreeing to the terms contained in the Agreement would not bind the party.  In any case, in these sort of matters unless one goes through the entire agreement, it is very difficult to say one way or the other.   

Amardeep Srivastava (Senior Law Officer)     27 October 2010

Dear Mr. Ramachandran,

The term "agreement" itself means that parties have accepted the terms and conditions recorded therein. I am not able to visualise a situation where parties to an agreement would simply sign the same without agreeing to it.

R.Ramachandran (Advocate)     27 October 2010

Dear Mr.Amardeep,

If you had been so sure, you would not have posed the query in the first place.  Isn't it?

Just by signing, if none of the terms bind me, what is the use.  All that i am saying is that if there are explicit terms and conditions where ABC accepts that if anything is settled with XYZ is acceptable including for the services etc., rendered by ABC then it is ok.  Without such binding / connecting terms in the agreement, mere signing that so and so is an Associate of so and so will have no binding effect.  It is my understanding.  I wish I am wrong!

Amardeep Srivastava (Senior Law Officer)     27 October 2010

Dear Mr. Ramachandran,

First of all it wasn't a query it was a thread for discussion. Secondly the question is not whether the agreement is binding or not. I have not given any indication in the thread that any party has disputed the terms of the agreement. My question is on the interpretation based on the given facts.  I wish I could have made it more clear.


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