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MERI GROUP OF INSTITUTIONS

2nd MOOT COURT COMPETITION FOR YEAR 2024-2025

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TABLE OF CONTENTS

PARTICULAR……………………………………………………………………………………………….PAGE NO.

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INDEX OF AUTHORITIES……………………………………………………………………………………… (3)

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LIST OF ABBREVIATIONS…………………………………………………………………………………….. (4)

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CASES REFERRED……………………………………………………………………………………………….….. (5)

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ISSUES RAISED………………………………………………………………………………………………….… (6-13)

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STATEMENT OF FACTS………………………………………………………………………………….. (14-19)

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STATEMENT OF JURISDICTION……………………………………………………………………….. (20)

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SUMMARY OF ARGUMENTS………………………………………………………………………….. (21-22)

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ARGUMENTS ADVANCED………………………………………………………………………………. (23-46)

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PRAYER…………………………………………………………………………………………………………………… (47)

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INDEX OF AUTHORITIES

⮚ BOOKS REFFERED

I. An Analytical and Exhaustive Commentary On The Indian Penal Code, 1860, by Justice .

M.L.Singhal&Sabiha

II. Commentary on the Code of Criminal Procedure Act, 1973 by Ratanlal&Dhirajlal

III. Commentary on the Indian Evidence Act, 1872 by Ratanlal&Dhirajlal

IV. Commentary on the Indian Penal Code, 1860 by Ratanlal&Dhirajlal

V. Commentary on The Indian Penal Code, by K.D. Gaur

VI. Criminal Law by P S A Pillai

VII. Murder Trial by P. S. Verma

VIII. The Indian Penal Code by B.M. Gandhi

⮚ LEGISLATIONS:
I. The constitution of India, 1950
II. Code of Criminal Procedure, 1973
III. Indian Penal Code, 1860
⮚ LEGAL DATABASES:
1. Manupatra

2. SSC Online

3. Westlaw

4. Lawctopus

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LIST OF ABBREVIATIONS
SNO. EXPANSION ABBREVIATION
1. SEBA Securities and Exchange Board of Aman
2. LAKSHMI Inc. The corporation owned and controlled by
the Raman family
3. SAT Securities Appellate Tribunal
4. CEO Chief Executive Officer
5. Rs. Indian Rupees
6. Apex Court Supreme Court of Aman
7. Ltd. Limited
8. High Court Highest court in a state or region
9. Aman The country where the case takes place
10. SEBA Act Securities and Exchange Board of Aman Act
11. Inc. Incorporated
12. SC Supreme Court
13. High Court Highest court in a state or region

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CASE REFFERED:-

1. Associated Provincial Picture Houses Ltd v. Wednesbury Corporator (1948)

2. Foss v. Harbottle (1843)

3. Council of civil service unions v. Minister for the civil Service (1985)

4. R v. Panel on Take-overs and Mergers,ex parte Datafin plc (1985)

5. Hollis v. Vabu Pty Ltd (2001)

6. R v. Secretary of state for the Home Department, ex parte Doody (1993)

7. Tesco Supermarkets Ltd v. Nattrass (1972)

8. Board of Education v. Rice (1911)

9. Ghosh v. Ali (2015)

10. Duke Group Ltd v. Pilmer (1994)

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ISSUES RAISED

QUESTIONS
(1) Does the SEBA have the authority to bring charges against Raman in connection with
hisrole asthe CEO of LAKSHMIInc. and its Directors?

(2) Can the Investigating Authority Seize the records of Raman and the corporation?

(3) Does the family relationship between the board of directors and senior management of
thecorporation create a conflict ofinterestin regardsto the SEBA investigation and criminal
charges against them?

(4) Can the family relationship between the board of directors and senior management of the
corporation affect the validity of the SEBA investigation and criminal charges against them?

(5) Has Raman in connection with his role as the CEO of LAKSHMI Inc. and its Directors
breached the contract with the supplier by disclosing confidential information?

(6) Is the confidentiality clause and the non-compete clause enforceable against Raman?

(7) Can the supplier recover damages from Raman and the corporation for breach?

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STATEMENT OF FACTS

BACKGROUND OF PARTIES
 Raman is the CEO of LAKSHMI Inc., a family-owned corporation that has been operating
for over 100 years. The majority of the board of directors and senior management
positions in LAKSHMI Inc. are held by family members, and Raman serves as the head of
the Raman family.
 LAKSHMI Inc. is a prominent corporation in the Republic of Aman. It is family-owned and
has a long-standing history of operation. The corporation is controlled by the Raman
family, with Raman serving as the CEO. The corporation has various stakeholders,
including shareholders, employees, and business partners.
 SEBA is the regulatory authority responsible for overseeing securities markets and
protecting the interests of investors in the Republic of Aman. SEBA has investigative and
regulatory powers conferred under the SEBA Act 1992 to ensure compliance with
securities laws and regulations.
 The Suppliers Ltd. is a major supplier that entered into a contract with LAKSHMI Inc. in
March 2020 for the delivery of goods and services. The contract between The Suppliers
Ltd. and LAKSHMI Inc. contained confidentiality and non-compete clauses. The Suppliers
Ltd. alleged that Raman breached the contract by disclosing confidential information to
SEBA.

CAUSE OF ACTION
 Embezzlement: Allegations against Raman, the CEO of LAKSHMI Inc., for embezzling
funds from the corporation. This involves the wrongful appropriation of company funds
for personal use.
 Diversion of Funds: Accusations of diverting company funds for unauthorized purposes,
which may include investments or loans to related parties without proper authorization
or disclosure.
 Fraud: Allegations of fraudulent activities by Raman, potentially involving
misrepresentation or deceitful conduct aimed at financial gain or causing harm to
stakeholders of LAKSHMI Inc.
 Breach of Contract: The Suppliers Ltd. alleges that Raman breached the contract by
disclosing confidential information to SEBA. This constitutes a breach of the
confidentiality clause within the contract between LAKSHMI Inc. and The Suppliers Ltd.
 Insider Trading: Previous charges against Raman for insider trading, indicating the illegal
trading of securities based on material, non-public information about the company.

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 Regulatory Violations: SEBA's actions against Raman and LAKSHMI Inc. may be
perceived as regulatory violations, such as failure to comply with securities laws,
regulations, or directives issued by SEBA.

INVESTIGATION PROCESS

 SEBA initiated an investigation into the conduct of Raman, the CEO of LAKSHMI Inc.,
following allegations of embezzlement, diversion of funds, and fraud. The initiation of
the investigation likely stemmed from complaints, reports, or suspicious activities
indicating potential violations of securities laws or regulations.

 SEBA exercised its investigative powers conferred under the SEBA Act 1992 to gather
evidence and information relevant to the allegations. This may have included the seizure
of books, registers, documents, and records from LAKSHMI Inc. and other relevant
parties.

 As part of the investigation process, SEBA issued an interim order directing the freezing
of bank accounts belonging to Raman and the Directors of LAKSHMI Inc. This measure
was likely aimed at preventing the dissipation of assets pending the outcome of the
investigation and any subsequent legal proceedings.

 Throughout the investigation, Raman and the Directors of LAKSHMI Inc. were likely
given an opportunity to respond to the allegations and provide explanations or evidence
in their defense. This may have included submitting written responses, attending
interviews or hearings, and engaging in discussions with SEBA officials.

 Based on the findings of the investigation and the responses provided by Raman and
the Directors, SEBA proceeded to make decisions regarding the allegations of
embezzlement, diversion of funds, and fraud. These decisions likely involved
assessments of the evidence, application of relevant legal principles, and consideration
of the potential impact on stakeholders.

 SEBA issued orders holding Raman and the Directors jointly and severally liable for the
alleged misappropriation of funds. These orders may have included directives for
disgorgement of the diverted amount and other remedial measures deemed
appropriate by SEBA.

FINDINGS OF THE COURTS

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 SAT upheld SEBA's decision holding Raman and the Directors of LAKSHMI Inc. jointly and
severally liable for the alleged misappropriation of funds. The tribunal rejected the
appeal filed by Raman and the Directors, affirming SEBA's findings and orders.
 Raman and the Directors filed an appeal before the Apex Court of Aman challenging the
decisions of both SEBA and SAT. However, the Apex Court of Aman upheld the decisions
of SEBA and SAT, thereby affirming the findings that Raman and the Directors were
liable for the alleged financial misconduct.
 In a separate matter, The Suppliers Ltd. brought a contractual dispute alleging that
Raman breached the contract by disclosing confidential information to SEBA. The case
was litigated in the High Court and lower courts. These courts upheld the decisions in
favor of Raman and LAKSHMI Inc., ruling that there was no breach of contract.

TESTIOMONIES

 Witnesses who observed or have knowledge of the alleged financial misconduct,

embezzlement, diversion of funds, or fraudulent activities carried out by Raman or other
individuals within LAKSHMI Inc. These witnesses could provide firsthand accounts or
evidence supporting SEBA's allegations.
 Employees of LAKSHMI Inc. who may have information regarding the financial
transactions, business operations, or decision-making processes within the corporation.
Their testimonies could shed light on the internal workings of the company and the
roles played by Raman and other directors.
 Investigators from SEBA who conducted the investigation into the alleged financial
misconduct. Their testimonies could provide insights into the evidence collected, the
investigative process followed, and the basis for SEBA's findings and orders.
 Financial experts or forensic accountants who analyzed the financial records and
transactions of LAKSHMI Inc. These experts could testify regarding any irregularities,
discrepancies, or indications of wrongdoing found during their analysis.
 Parties involved in the contractual dispute between LAKSHMI Inc. and The Suppliers Ltd.
These individuals could provide testimonies regarding the terms of the contract, the
alleged breach of confidentiality, and the circumstances surrounding the disclosure of
information to SEBA.
 Raman and the Directors of LAKSHMI Inc. could provide testimonies in their defense,
presenting their side of the story, explanations for their actions, and any evidence or
arguments refuting SEBA's allegations.
 Representatives from The Suppliers Ltd. who allege breach of contract by Raman could
provide testimonies supporting their claim, detailing the terms of the contract, the
alleged breach, and the impact on their business.

DECISION BY THE COURT

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 The court upheld SEBA's allegations of embezzlement, diversion of funds, and
fraud against Raman, the CEO of LAKSHMI Inc., and the Directors. This means
that the court found sufficient evidence to support SEBA's claims that Raman
and the Directors engaged in financial misconduct.
 The court held Raman and the Directors jointly and severally liable for the
alleged misappropriation of funds. This indicates that the court found Raman
and the Directors collectively responsible for the financial misconduct and
liable for any resulting damages or penalties.
 As a result of the court's decision, orders were likely issued for Raman and the
Directors to disgorge the amount of funds misappropriated or diverted from
LAKSHMI Inc. This means that they are required to return the unlawfully
obtained funds to the corporation or its stakeholders.
 In the contractual dispute between LAKSHMI Inc. and The Suppliers Ltd., the
court ruled in favor of Raman and the corporation, finding no breach of
contract in disclosing information to SEBA. This means that the court
determined that Raman's actions did not violate the terms of the contract
with The Suppliers Ltd.

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STATEMENT OF JURISDICTION

In the matter at hand, as presented by the petitioner side, it is crucial to elucidate the
jurisdictional boundaries within which the proceedings have unfolded. The Securities and
Exchange Board of Aman (SEBA) derives its authority and regulatory purview from the
Securities and Exchange Board of Aman Act 1992, a legislative instrument designed to oversee
securities markets and safeguard investor interests within the Republic of Aman. SEBA's
mandate encompasses the investigation, regulation, and enforcement of securities laws and
regulations, thereby wielding significant influence over matters pertaining to financial
governance and market integrity.

Moreover, the appellate framework within which SEBA operates includes the Securities
Appellate Tribunal (SAT), established to adjudicate appeals arising from SEBA's decisions. SAT's
jurisdiction extends to the review of SEBA's orders, directions, and findings, ensuring a
mechanism for aggrieved parties to seek redress and challenge regulatory actions deemed
unjust or unlawful.

Furthermore, the Apex Court of Aman serves as the ultimate arbiter of legal disputes,
possessing appellate jurisdiction over decisions rendered by lower courts and specialized
tribunals, including SAT. Endowed with the authority to interpret constitutional provisions, civil
statutes, and criminal law, the Apex Court occupies a pivotal role in shaping legal precedents
and upholding the rule of law within the jurisdiction.

Additionally, the jurisdiction of the High Court and lower courts within their respective domains
is paramount in adjudicating various civil and criminal matters, including contractual disputes
arising within the Republic of Aman. These courts serve as pillars of the judicial system,
dispensing justice and safeguarding individual rights in accordance with established legal
principles and procedural norms.

In light of the foregoing, it is incumbent upon the petitioner to assert its rights and remedies
within the confines of this robust jurisdictional framework, ensuring the fair and equitable
resolution of the disputes at hand while upholding the principles of due process and legal
accountability.

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SUMMARY OF ARGUMENTS

1. Does the SEBA have the authority to bring charges against Raman in connection with his
role as the CEO of LAKSHMI Inc. and its Directors?

The petitioner, representing SEBA, asserts that SEBA indeed has the authority to bring charges
against Raman in connection with his role as the CEO of LAKSHMI Inc. and its Directors. Their
argument centers on the interpretation of SEBA's powers as outlined in the Securities and
Exchange Board of Aman Act 1992. They contend that SEBA is mandated to oversee securities
markets and uphold investor protection within the Republic of Aman. Under this statutory
framework, SEBA possesses investigative and regulatory powers to ensure compliance with
securities laws and regulations. As such, when allegations of financial misconduct,
embezzlement, diversion of funds, and fraud were raised against Raman in his capacity as the
CEO of LAKSHMI Inc., SEBA acted within its statutory authority to investigate and bring charges
against him and the corporation's Directors. SEBA maintains that it is imperative to hold
accountable those who may have violated securities laws or compromised investor interests,
regardless of their corporate affiliations or positions of authority. Therefore, according to the
petitioner, SEBA's actions in bringing charges against Raman and the Directors are consistent
with its statutory mandate and essential for maintaining the integrity of the securities markets
in Aman.

2. Can the Investigating Authority Seize the records of Raman and the corporation?
The petitioner, representing SEBA, argues that the Investigating Authority indeed possesses the
authority to seize the records of Raman and LAKSHMI Inc. Their argument hinges on the
provisions outlined in the Securities and Exchange Board of Aman Act 1992, which empowers
SEBA to conduct thorough investigations into allegations of financial misconduct and regulatory
violations within the securities markets of the Republic of Aman. SEBA asserts that the seizure
of records, books, and documents pertaining to Raman and LAKSHMI Inc. is a necessary step in
gathering evidence and conducting a comprehensive investigation into the allegations of
embezzlement, diversion of funds, and fraud. SEBA contends that the seizure of records is
essential for uncovering any potential irregularities or discrepancies that may have occurred
within the corporation and for ascertaining the extent of Raman's involvement in the alleged
misconduct. Additionally, SEBA emphasizes that the authority to seize records is vital for
safeguarding investor interests and maintaining market integrity, as it enables SEBA to uncover
any potential violations of securities laws and regulations that may have occurred.

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3. Does the family relationship between the board of directors and senior management of the
corporation create a conflict of interest in regards to the SEBA investigation and criminal
charges against them?
The petitioner, representing SEBA, argues that the familial relationship between the board of
directors and senior management of LAKSHMI Inc. indeed creates a conflict of interest in the
context of the SEBA investigation and criminal charges against them. They contend that such
familial ties could potentially compromise the independence and objectivity of the
corporation's internal governance mechanisms, particularly in cases involving allegations of
financial misconduct and regulatory violations. The petitioner asserts that familial relationships
within the corporate hierarchy may give rise to conflicts of interest, as family members may
prioritize personal or familial interests over the broader interests of shareholders, investors,
and regulatory compliance. They argue that such conflicts of interest undermine the integrity of
corporate governance and may impede SEBA's ability to conduct a fair and impartial
investigation into the alleged misconduct. Additionally, the petitioner maintains that the
familial relationship between the board of directors and senior management may exacerbate
the risk of collusion or concealment of wrongdoing, further complicating SEBA's efforts to
uncover the truth and hold accountable those responsible for any regulatory violations.
Therefore, according to the petitioner, the familial ties within LAKSHMI Inc.'s corporate
structure necessitate heightened scrutiny and oversight by SEBA to ensure transparency,
accountability, and adherence to securities laws and regulations.

4. Can the family relationship between the board of directors and senior management of the
corporation affect the validity of the SEBA investigation and criminal charges against them?
The petitioner, representing SEBA, argues that the family relationship between the board of
directors and senior management of LAKSHMI Inc. can indeed affect the validity of the SEBA
investigation and criminal charges against them. They contend that the familial ties create a
potential conflict of interest, which may compromise the independence, impartiality, and
integrity of the investigation and subsequent legal proceedings. The petitioner asserts that
familial relationships within the corporate structure may lead to biases, undue influence, or
preferential treatment, thereby undermining the credibility and validity of the investigation
conducted by SEBA. They argue that the close familial connections between key decision-
makers within LAKSHMI Inc. could impede SEBA's ability to conduct a thorough and unbiased
examination of the alleged financial misconduct and regulatory violations. Furthermore, the
petitioner maintains that the perception of nepotism or favoritism stemming from familial
relationships may erode public trust in the integrity of the investigation and legal process,
potentially leading to doubts about the fairness and validity of any criminal charges brought
against the individuals involved. Therefore, according to the petitioner, the family relationship
between the board of directors and senior management of LAKSHMI Inc. raises legitimate
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concerns regarding the validity and credibility of the SEBA investigation and criminal charges,
necessitating careful scrutiny and mitigation of potential conflicts of interest to uphold the
principles of transparency, accountability, and justice.

5. Has Raman in connection with his role as the CEO of LAKSHMI Inc. and its Directors
breached the contract with the supplier by disclosing confidential information?
The petitioner, representing SEBA, argues that Raman, in his capacity as the CEO of LAKSHMI Inc.,
breached the contract with the supplier by disclosing confidential information to SEBA. They contend
that the contractual agreement between LAKSHMI Inc. and the supplier contained a confidentiality
clause, which imposed an obligation on Raman and the corporation to safeguard sensitive information
and refrain from unauthorized disclosure. The petitioner asserts that Raman's actions in disclosing
confidential information to SEBA constitute a clear violation of this contractual obligation, thereby
constituting a breach of contract. They argue that Raman's disclosure of confidential information
undermines the trust and confidence placed by the supplier in LAKSHMI Inc., potentially causing harm to
the supplier's business interests and reputation. Furthermore, the petitioner maintains that the breach
of the confidentiality clause may have legal consequences, entitling the supplier to seek remedies for
any damages suffered as a result of Raman's actions. Therefore, according to the petitioner, Raman's
disclosure of confidential information constitutes a breach of the contract with the supplier, warranting
accountability and potential legal repercussions for the harm caused.

6. Is the confidentiality clause and the non-compete clause enforceable against Raman?

The petitioner, representing SEBA, argues that the confidentiality clause and non-compete
clause contained in the contract between LAKSHMI Inc. and the supplier are indeed enforceable
against Raman. They contend that these clauses represent legally binding obligations that
impose specific duties and restrictions on Raman, as the CEO of LAKSHMI Inc., in his dealings
with the supplier. The petitioner asserts that the confidentiality clause obligates Raman to
maintain the confidentiality of sensitive information shared by the supplier and prohibits him
from disclosing such information to third parties without proper authorization. Similarly, the
non-compete clause imposes restrictions on Raman's ability to engage in competitive activities
or disclose confidential information to entities that may compete with the supplier. The
petitioner argues that these clauses are integral components of the contractual agreement
between LAKSHMI Inc. and the supplier, intended to protect the supplier's proprietary interests
and ensure fair competition within the market. Therefore, according to the petitioner, Raman is
bound by the terms of the contract, including the confidentiality clause and non-compete
clause, and is obligated to adhere to these provisions in his capacity as the CEO of LAKSHMI Inc.
Any violation of these clauses by Raman would constitute a breach of contract, subjecting him
to potential legal consequences and liabilities.

7. Can the supplier recover damages from Raman and the corporation for breach?

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The petitioner, representing SEBA, argues that the supplier is entitled to recover damages from
Raman and LAKSHMI Inc. for the breach of contract. They contend that Raman's disclosure of
confidential information to SEBA constitutes a clear violation of the confidentiality clause
contained in the contract between LAKSHMI Inc. and the supplier. This breach of contract,
according to the petitioner, has caused harm to the supplier by compromising its proprietary
interests and potentially undermining its competitive position in the market. Additionally, the
petitioner asserts that the breach of the non-compete clause may further exacerbate the
supplier's damages by enabling Raman to engage in competitive activities or disclose
confidential information to rival entities. Therefore, the petitioner argues that the supplier has
valid grounds to seek compensation for any actual losses suffered as a result of Raman's breach
of contract. They contend that Raman and LAKSHMI Inc. should be held accountable for the
damages caused by their contractual breach, and the supplier should be entitled to appropriate
remedies to mitigate its losses and restore its rightful position. Consequently, according to the
petitioner, the supplier is justified in seeking recovery of damages from Raman and LAKSHMI
Inc. for the breach of contract, as it represents a breach of their legal obligations under the
contractual agreement.

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ARGUMENTS ADVANCED

(A) Does the SEBA have the authority to bring charges against Raman in connection with his
role as the CEO of LAKSHMI Inc. and its Directors?

1. SEBA's actions represent regulatory overreach beyond its intended scope. SEBA's primary
mandate is to regulate the securities market and ensure fair practices within that domain.
Charging individuals and entities for alleged financial misconduct within a private corporation
extends far beyond the regulatory boundaries set for SEBA.

2. Point out that there is no precedent or established practice of SEBA bringing charges against
individuals for corporate malfeasance. SEBA's historical focus has been on enforcing securities
laws and regulations, not pursuing criminal charges against individuals for actions within private
corporations. This lack of precedent suggests that SEBA may be overstepping its authority in
this case.

3. Associated Provincial Picture Houses Ltd v Wednesbury Corporation (1948): This case
established the principle of Wednesbury unreasonableness, which states that 1administrative
decisions may be challenged if they are so unreasonable that no reasonable authority could
have made them. This case law can be cited to argue that SEBA's actions or decisions were
unreasonable and should be overturned.

4. SEBA's actions have the potential to create a chilling effect on the business environment in
Aman. If regulatory agencies like SEBA start bringing criminal charges against corporate
executives for alleged misconduct, it could deter entrepreneurship and investment in the
country. This could ultimately harm economic growth and stability.

5. SEBA has not provided a clear legal basis for its authority to bring charges against Raman and
the directors of LAKSHMI Inc. SEBA's enabling legislation may not explicitly grant it the power to
pursue criminal charges in cases of corporate malfeasance. Without a clear legal basis, SEBA's
actions may be seen as arbitrary and unsupported by law.

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Associated Provincial Picture Houses Ltd v Wednesbury Corporation AIR (1948)

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6. That allowing SEBA to bring charges against individuals for corporate misconduct could lead
to regulatory overlap and confusion. Aman likely has other regulatory agencies or bodies tasked
with overseeing corporate governance and addressing financial crimes. Allowing SEBA to
intervene in such matters could lead to conflicts of jurisdiction and duplication of regulatory
efforts.

7. That SEBA's actions undermine the principles of corporate governance. Corporate

governance is typically overseen by boards of directors and internal mechanisms within
corporations. Allowing a regulatory agency like SEBA to directly intervene in corporate affairs
through criminal charges may weaken the autonomy and effectiveness of corporate
governance structures.

8. Foss v Harbottle (1843) : This case established the principle that, generally, only the company
itself (represented by its board of directors) can bring an action for wrongs committed against
it. You could use this case law to argue that SEBA's actions should not have been directed
against individual officers like Raman and the Directors, but rather against the company itself.

9. The petitioner may argue that SEBA's mandate, as outlined in its enabling legislation, does
not explicitly empower it to prosecute individuals for criminal offenses related to corporate
activities. Without a clear statutory provision granting SEBA the authority to pursue such
charges, its actions in this case may be considered ultra vires or beyond its legal authority.

10. The petitioner may assert that allowing SEBA to bring criminal charges against corporate
executives sets a dangerous precedent and opens the door to potential regulatory abuse. If
regulatory agencies are permitted to wield prosecutorial powers without clear constraints and
oversight, it could lead to arbitrary enforcement actions and the targeting of individuals for
political or personal reasons rather than genuine regulatory concerns.

11. The adverse impact of SEBA's actions on the normal operations of LAKSHMI Inc. and other
businesses in Aman. The disruption caused by freezing bank accounts and initiating legal
proceedings against key executives can impede the company's ability to conduct its day-to-day
operations, fulfill contractual obligations, and maintain investor confidence.

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Foss v Harbottle AIR (1843)

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12. The legal rights of individuals and entities accused of wrongdoing. Every individual,
including corporate executives, is entitled to due process, fair treatment under the law, and the
presumption of innocence until proven guilty. SEBA's actions, particularly the freezing of bank
accounts and imposition of punitive measures, may undermine these fundamental legal
principles.

13. The petitioner may question SEBA's competence and expertise in handling complex
criminal prosecutions related to financial crimes. While SEBA may have regulatory expertise in
overseeing securities markets and enforcing compliance with securities laws, prosecuting
individuals for embezzlement, fraud, and other criminal offenses requires specialized
knowledge of criminal law, forensic accounting, and evidentiary procedures.

14. The potential economic repercussions of SEBA's actions on the broader economy of Aman.
Imposing severe penalties on corporate executives and freezing company assets can have ripple
effects throughout the economy, leading to job losses, investor flight, and a decline in overall
economic activity. SEBA should consider the broader economic implications of its enforcement
actions before pursuing criminal charges against individuals and corporations.

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(B) Can the Investigating Authority Seize the records of Raman and the corporation?

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1. The Investigating Authority's seizure of records went beyond the scope of its mandate.
SEBA's primary responsibility is to regulate securities markets and ensure compliance with
securities laws, not to conduct broad-ranging investigations into alleged corporate misconduct
unrelated to securities violations. Therefore, seizing records from Raman and LAKSHMI Inc. for
matters such as embezzlement and fraud may fall outside SEBA's jurisdictional boundaries.

2. The seizure order issued by the Investigating Authority lacked specificity regarding the types
of records to be seized and the relevance of those records to the investigation. Without clear
parameters delineating the scope of the seizure, there is a risk of overreach and the
indiscriminate gathering of irrelevant or privileged information. This lack of specificity
undermines the legitimacy of the seizure and raises concerns about due process.

3. The seizure of records represents a disproportionate response to the allegations against

Raman and LAKSHMI Inc. The severity of the investigative action, such as seizing essential
business documents and records, should be commensurate with the nature and magnitude of
the alleged wrongdoing. Without compelling evidence to justify such a drastic measure, the
seizure appears arbitrary and excessive.

4. Hollis v Vabu Pty Ltd (2001) : This case discusses the liability of corporate officers for the
actions of the corporation and the distinction between employees and independent
contractors. You could use this case law to argue that the actions attributed to Raman were
within the scope of his duties as an employee of LAKSHMI Inc., rather than actions taken in his
personal capacity.
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5. The potential impact of the seizure on the confidentiality of sensitive business information
and trade secrets belonging to LAKSHMI Inc. and its stakeholders. The seized records may
contain proprietary information that is vital to the company's competitive advantage and
strategic interests. The unauthorized disclosure or exposure of this information could harm
LAKSHMI Inc.'s reputation, competitiveness, and long-term viability .

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6. The petitioner may contend that the seizure of records prejudiced Raman's and LAKSHMI
Inc.'s ability to mount a legal defense against the allegations brought by the Investigating

3
Hollis v Vabu Pty Ltd AIR (2001)

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Authority. By depriving them of access to critical business records and documents, the
Investigating Authority undermined their ability to gather evidence, prepare arguments, and
present a robust defense. This denial of due process impedes their fundamental right to a fair
trial and violates principles of procedural fairness.

7. The petitioner may argue that the Investigating Authority failed to demonstrate the
existence of exigent circumstances warranting the immediate seizure of records without prior
notice or opportunity for Raman and LAKSHMI Inc. to contest the action. Absent imminent
danger of evidence destruction or flight, the Investigating Authority should have pursued less
intrusive means of obtaining the necessary records, such as issuing subpoenas or conducting
interviews.

8. The petitioner may assert that the Investigating Authority failed to exhaust less intrusive
investigative measures before resorting to the seizure of records. Investigative agencies
typically have a range of tools at their disposal, including voluntary document production
requests, witness interviews, and data analysis techniques. By bypassing these alternative
remedies, the Investigating Authority may have acted prematurely and disproportionately.

9. R v Panel on Take-overs and Mergers, ex parte Datafin plc (1987): This case deals with the
nature and scope of powers exercised by regulatory bodies, providing guidance on the limits of
their authority and the requirements of procedural fairness. You could cite this case law to
argue that SEBA exceeded its jurisdiction or failed to follow proper procedures in its
investigation and decision-making process.

10. The adverse impact of the seizure of records on LAKSHMI Inc.'s corporate reputation and
goodwill. The public disclosure of a regulatory investigation and the seizure of records can
create negative perceptions among investors, customers, and business partners, leading to
reputational damage and financial repercussions. This harm to LAKSHMI Inc.'s reputation may
far outweigh any potential benefits derived from the investigation.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

4
R v Panel on Take-overs and Mergers, ex parte Datafin plc AIR (1987):

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11. The seizure of records infringed upon the attorney-client privilege enjoyed by Raman and
LAKSHMI Inc. Confidential communications between the company and its legal counsel are
protected from disclosure under law, and the Investigating Authority's seizure of privileged
documents without appropriate safeguards violates this legal privilege. This breach of attorney-
client confidentiality undermines the integrity of the legal system and jeopardizes the trust
between clients and their legal representatives.

12. The petitioner may contend that the scope of the seizure was disproportionate to the
allegations of wrongdoing leveled against Raman and LAKSHMI Inc. The Investigating Authority
should have tailored the seizure to specifically target records relevant to the alleged offenses,
rather than conducting a broad and indiscriminate sweep of all records. This lack of
proportionality suggests a lack of restraint and discretion on the part of the Investigating
Authority.

13. The petitioner may raise concerns about the potential for evidence contamination or
tampering during the seizure of records. Without proper chain of custody procedures and
safeguards in place, there is a risk that the integrity of the seized records could be
compromised, undermining their admissibility and reliability as evidence in any subsequent
legal proceedings. This risk casts doubt on the credibility of the Investigating Authority's actions
and the evidentiary value of the seized records.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

(C) Does the family relationship between the board of directors and senior management of
the corporation create a conflict of interest in regards to the SEBA investigation and criminal
charges against them?

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1. The familial relationship hampers the effectiveness of oversight and accountability
mechanisms within LAKSHMI Inc. Family members may be less inclined to hold each other
accountable for misconduct or negligence, leading to a lax corporate culture where unethical
behavior goes unchecked. This lack of oversight increases the likelihood of regulatory violations
and exposes the corporation to legal and reputational risks.

2. The familial relationship fosters a culture of resistance to external scrutiny and transparency
within LAKSHMI Inc. Family members may be reluctant to cooperate fully with the SEBA
investigation or disclose relevant information, fearing that it could incriminate their relatives or
tarnish the family's reputation. This resistance impedes the investigative process and obstructs
efforts to uncover the truth.

3. Council of Civil Service Unions v Minister for the Civil Service (1985): This case is significant
for its discussion on the scope of judicial review and the grounds on which administrative
decisions can be challenged. It could be cited to support arguments regarding the legality and
fairness of SEBA's actions, especially concerning the freezing of bank accounts and the issuance
of interim orders.

4. The familial relationship compromises the integrity of internal investigations conducted by

LAKSHMI Inc. to address the allegations of misconduct. Family members overseeing or
participating in these investigations may face conflicts of interest and be unwilling or unable to
conduct thorough and impartial inquiries. This compromises the credibility of the investigative
findings and undermines efforts to restore trust and accountability within the corporation.

5. The petitioner may highlight the erosion of stakeholder confidence resulting from the
perception of nepotism and cronyism within LAKSHMI Inc. Stakeholders, including
shareholders, employees, customers, and regulators, may lose trust in the corporation's
leadership and governance practices, fearing that decisions are driven by personal relationships
rather than merit or ethical considerations. This loss of confidence can have serious
repercussions for the corporation's reputation and long-term viability.
5

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

6. The urgent need for independent oversight and governance reform within LAKSHMI Inc. to
address the systemic issues stemming from the familial relationship among the board of
directors and senior management. Implementing measures such as appointing independent
directors, establishing robust ethics and compliance programs, and enhancing transparency and

5
Council of Civil Service Unions v Minister for the Civil Service (1985)

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accountability mechanisms can help mitigate conflicts of interest and restore trust in the
corporation's leadership.

7. The familial relationship within the leadership of LAKSHMI Inc. impairs the decision-making
process, leading to suboptimal outcomes for the corporation and its stakeholders. Family
members may prioritize personal interests or familial loyalties over the best interests of the
company, resulting in decisions that are not based on merit or sound business judgment. This
compromised decision-making process undermines corporate governance and jeopardizes the
corporation's long-term success.

8. The familial relationship entrenches power within the leadership of LAKSHMI Inc., stifling
diversity of thought and inhibiting innovation and progress. Family members may perpetuate
their control over corporate affairs, limiting opportunities for external talent to contribute fresh
perspectives and ideas. This lack of diversity and inclusion within the leadership inhibits the
corporation's ability to adapt to changing market dynamics and navigate complex business
challenges effectively.

9. The perception of a lack of accountability resulting from the familial relationship within the
leadership of LAKSHMI Inc. External stakeholders may view the corporation's governance
structure as opaque and resistant to meaningful oversight and scrutiny. Family members may
shield each other from accountability for wrongdoing or poor performance, creating an
environment where accountability is elusive and corporate governance is compromised.

10. The petitioner may raise concerns about the risk of insider dealing and self-dealing within
LAKSHMI Inc. due to the familial relationship among the board of directors and senior
management. Family members may engage in transactions that benefit themselves or their
relatives at the expense of the corporation or its shareholders. This potential for conflicts of
interest undermines market integrity and investor confidence in the fairness and transparency
of the corporation's operations.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

11. The petitioner may advocate for comprehensive corporate governance reforms within
LAKSHMI Inc. to address the systemic issues stemming from the familial relationship among its
leadership. Implementing reforms such as separating the roles of CEO and board chair,
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establishing independent oversight committees, and enhancing transparency and accountability
mechanisms can help mitigate conflicts of interest and strengthen corporate governance
practices.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

(D) Can the family relationship between the board of directors and senior management of
the corporation affect the validity of the SEBA investigation and criminal charges against
them?
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1. The petitioner may argue that the familial relationship could influence the gathering and
presentation of evidence during the SEBA investigation. Family members in positions of
authority may have the ability to manipulate or suppress evidence that could implicate
themselves or their relatives in wrongdoing. This manipulation of evidence undermines the
integrity of the investigative process and raises doubts about the validity of any resulting
charges.
2. The petitioner may highlight concerns about the perceived lack of impartiality in the SEBA
investigation and criminal charges due to the family relationship within LAKSHMI Inc. External
stakeholders may question whether the investigation is being conducted fairly and objectively,
or whether it is influenced by personal biases or allegiances among family members. This
perception of bias undermines public confidence in the validity and legitimacy of the
investigation and charges.

3. Tesco Supermarkets Ltd v Nattrass (1972): This case is significant for its discussion on the
attribution of corporate liability. It established that a company can only be held liable for the
actions of its officers if those actions were carried out within the scope of their authority and
for the benefit of the company. You can cite this case to argue that any alleged wrongdoing by
Raman should not automatically impute liability to LAKSHMI Inc. unless it can be proven that his
actions were within his authority as CEO and benefited the company.
4. The petitioner may raise concerns about the potential for collusion among family members
to obstruct or manipulate the SEBA investigation and criminal charges. Family members may
coordinate their actions behind the scenes to cover up wrongdoing, intimidate witnesses, or
interfere with the investigative process. This collusion undermines the integrity of the
investigation and compromises the validity of any resulting charges.
6

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

5. The family relationship could compromise the credibility of witness testimony provided
during the SEBA investigation. Witnesses who are family members or closely associated with
family members may be reluctant to provide truthful testimony that could incriminate their
relatives. This reluctance to cooperate with the investigation undermines the reliability of
witness testimony and raises doubts about the validity of the charges based on such testimony.

6
Tesco Supermarkets Ltd v Nattrass (1972)

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6. The7 need for external review and oversight of the SEBA investigation and criminal charges
to address concerns about the potential influence of the family relationship. External oversight
bodies, such as independent auditors, legal experts, or regulatory agencies, can provide an
objective assessment of the investigative process and ensure that it is conducted fairly and
impartially. This external review enhances the credibility and validity of the investigation and
charges.

7. R v Secretary of State for the Home Department, ex parte Doody (1993): This case
emphasizes the importance of procedural fairness in administrative decision-making. It
establishes that decision-makers must act fairly and give individuals an opportunity to present
their case. You can cite this case to argue that SEBA failed to provide Raman and the Directors
with a fair opportunity to respond to the allegations before making its decision.

8. The family relationship creates a perception of interference with the administration of

justice. External stakeholders may view the involvement of family members in the leadership of
LAKSHMI Inc. as an attempt to exert undue influence over the SEBA investigation and criminal
proceedings. This perception undermines public trust in the fairness and impartiality of the
legal process and casts doubt on the validity of any resulting charges.

9. The petitioner may highlight concerns about the risk of retaliation or intimidation against
individuals involved in the SEBA investigation or criminal proceedings. Family members with
significant influence within the corporation may use their power to intimidate witnesses,
whistleblowers, or other parties cooperating with the investigation. This intimidation tactic
undermines the integrity of the investigative process and compromises the validity of any
resulting charges.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

10. The family relationship within LAKSHMI Inc. contributes to a lack of transparency in
decision-making regarding the SEBA investigation and criminal charges. Family members may
make decisions behind closed doors, without adequate consultation or input from independent
stakeholders. This lack of transparency raises concerns about the fairness and legitimacy of the
decision-making process and undermines public confidence in the integrity of the investigation.

7
R v Secretary of State for the Home Department, ex parte Doody (1993):
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11. The family relationship undermines the credibility of corporate governance practices within
LAKSHMI Inc. External stakeholders may perceive the corporation's governance structure as
nepotistic or favoritist, prioritizing the interests of family members over those of shareholders
and other stakeholders. This perception erodes trust in the corporation's leadership and
governance processes and casts doubt on the validity of the SEBA investigation and criminal
charges.

12. They emphasize the need for independent oversight and review of the SEBA investigation
and criminal charges to address concerns about the potential influence of the family
relationship. Independent oversight bodies, such as external auditors, legal experts, or
regulatory agencies, can provide impartial scrutiny of the investigative process and ensure that
it is conducted in accordance with established legal and ethical standards. This external
oversight enhances the credibility and validity of the investigation and charges.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

(E) Has Raman in connection with his role as the CEO of LAKSHMI Inc. and its Directors
breached the contract with the supplier by disclosing confidential information?
1. The petitioner may argue that the contract between LAKSHMI Inc. and the supplier does not
clearly define the scope of confidentiality obligations. Without explicit language outlining the
types of information considered confidential and the parties' responsibilities for safeguarding
such information, it becomes challenging to determine whether any disclosures made by
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Raman or the directors constitute a breach of contract. The absence of clear contractual
provisions regarding confidentiality undermines the supplier's claim of breach.

2. The petitioner may assert that the supplier has failed to demonstrate any actual damages
resulting from the alleged breach of contract by Raman or the directors. Without evidence of
quantifiable harm suffered by the supplier due to the disclosure of confidential information,
there is no basis for imposing liability on Raman or the directors. Claims of breach of contract
require proof of damages to establish legal liability, and the absence of such proof weakens the
supplier's case.

3. The petitioner may present exculpatory circumstances that absolve Raman or the directors
from liability for the alleged breach of contract. For instance, if the disclosed information was
already in the public domain or if it was shared with the supplier's consent, then such
disclosures may not constitute a breach of confidentiality. Similarly, if the disclosure was made
in compliance with legal obligations or for legitimate business purposes, then Raman and the
directors may have valid defenses against the breach of contract claim.
4. The petitioner may invoke the principle of good faith and fair dealing, which is implied in
every contract, to argue that Raman and the directors acted in good faith and in the best
interests of the corporation. If the disclosures were made with the genuine intention of
advancing the corporation's interests or addressing legitimate concerns, then they should not
be construed as breaches of contract. Upholding the principle of good faith encourages parties
to contracts to act honestly and fairly in their dealings.

5. The petitioner may offer alternative interpretations of the contractual provisions allegedly
breached by Raman or the directors. By analyzing the language of the contract in context and
considering the parties' intentions at the time of entering into the agreement, the petitioner
may argue that the supplier's interpretation of the confidentiality clause is overly broad or
misconstrued.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

6. Raman and the directors have a primary duty to protect the interests of LAKSHMI Inc., which
may sometimes require disclosure of confidential information. If the disclosure was made in
furtherance of the company's legitimate business interests, such as ensuring compliance with
regulatory requirements, mitigating risks, or securing strategic partnerships, then it should not
be considered a breach of contract. Upholding the company's interests should take precedence
over strict adherence to confidentiality obligations.
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7. The supplier implicitly or explicitly waived its right to confidentiality in certain circumstances.
For example, if the supplier engaged in discussions or negotiations with third parties where
confidential information was disclosed without imposing confidentiality obligations, it may have
waived its right to confidentiality. Additionally, if the supplier failed to take adequate measures
to safeguard the confidentiality of the information, it may have waived its right to enforce
confidentiality provisions against Raman and the directors.

8. The disclosures made by Raman and the directors were motivated by considerations of
public interest or safety. If the disclosed information pertained to matters of public concern,
such as environmental hazards, product safety risks, or financial improprieties, then Raman and
the directors may have been justified in disclosing such information to appropriate authorities
or stakeholders. Protecting the public interest should be considered a valid defense against
allegations of breaching confidentiality.

9. They contend that even if Raman or the directors disclosed confidential information, such
disclosures did not directly cause any harm to the supplier. Without establishing a causal link
between the alleged breach of confidentiality and any damages suffered by the supplier, there
is no legal basis for holding Raman or the directors liable. The absence of causation undermines
the supplier's claim of breach of contract and weakens its case against Raman and the directors.

10. The petitioner may appeal to equitable principles to argue against enforcing strict
confidentiality obligations in this case. If enforcing confidentiality provisions would result in
disproportionate harm to LAKSHMI Inc. or the public interest, while providing little benefit to
the supplier, then equity may favor a more balanced approach. Courts may consider the
relative hardships suffered by the parties and the broader implications of enforcing
confidentiality agreements in determining the appropriate remedy.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

(F) Is the confidentiality clause and the non-compete clause enforceable against Raman?
1. That the confidentiality clause was unilaterally modified or added to the contract without
Raman's explicit consent. If Raman did not agree to the confidentiality clause as part of the
original contract negotiation or if it was added after he joined LAKSHMI Inc., then he may not

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be bound by its terms. Unilateral modifications to contracts typically require mutual agreement
from all parties to be enforceable.
2. They may assert that Raman did not receive independent legal advice before agreeing to the
confidentiality clause. If Raman was not provided with an opportunity to seek legal counsel or if
he was pressured into accepting the clause without fully understanding its implications, then
the clause may be deemed unenforceable due to lack of informed consent.
3. They contend that there was an imbalance in bargaining power between Raman and the
supplier when the confidentiality clause was negotiated. If Raman had significantly less
bargaining power or leverage compared to the supplier, then any agreement to the
confidentiality clause may be considered unconscionable or unfairly obtained, rendering it
unenforceable.
4. There has been a material change in circumstances since the contract was signed that
justifies non-enforcement of the confidentiality clause against Raman. For example, if Raman's
role or responsibilities within LAKSHMI Inc. have changed significantly or if the nature of the
confidential information has evolved over time, then the original terms of the confidentiality
clause may no longer be relevant or enforceable.
5. They challenge the enforceability of the non-compete clause by arguing that its restrictions
are overly broad or unreasonable in scope. If the non-compete clause prohibits Raman from
engaging in any business activity that competes with LAKSHMI Inc., regardless of the nature or
geographic scope of such activity, then it may be deemed unenforceable for being excessively
restrictive.
6. The duration of the non-compete clause is unreasonably long and exceeds what is necessary
to protect LAKSHMI Inc.'s legitimate business interests. Non-compete clauses must be limited in
duration to the time necessary for the employer to establish and maintain a competitive
advantage. If the duration of the non-compete clause extends beyond what is reasonably
necessary, then it may be considered unenforceable.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

7. The petitioner may argue that LAKSHMI Inc. does not have a legitimate business interest that
warrants enforcement of the non-compete clause against Raman. Non-compete clauses are
typically enforceable to protect trade secrets, confidential information, or goodwill developed
by the employer. If Raman's activities do not pose a genuine threat to LAKSHMI Inc.'s interests

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or if he does not possess any confidential information or trade secrets, then there may be no
basis for enforcing the non-compete clause against him.

8. Board of Education v Rice (1911): This case underscores the principle of natural justice,
stating that decisions must be made without bias and based on a fair consideration of all
relevant facts. You can cite this case to argue that SEBA's decisions were tainted by bias or
predetermined conclusions, and therefore, violated the principles of natural justice.
9. The petitioner may argue that the confidentiality clause should not apply to disclosures
made by Raman in his capacity as a whistleblower. Whistleblower protections are designed to
encourage individuals to report illegal or unethical behavior without fear of retaliation. If
Raman's disclosures were made in good faith to expose wrongdoing within LAKSHMI Inc. and
protect the public interest, then he should be exempt from liability under the confidentiality
clause.
10. The petitioner may contend that there was a lack of mutual consideration for the
confidentiality clause between Raman and the supplier. If Raman did not personally receive any
benefit or consideration from the supplier in exchange for agreeing to the confidentiality
clause, then there may be no valid contract between them. Without mutual consideration, the
confidentiality clause may be unenforceable against Raman.
11. There is a public interest exception to the enforcement of confidentiality agreements in
certain circumstances. If Raman's disclosures were motivated by concerns about public safety,
environmental protection, or regulatory compliance, then enforcing the confidentiality clause
against him would undermine the broader public interest. Courts may recognize a public
interest exception to confidentiality obligations in cases where disclosure is necessary to
prevent harm or ensure accountability.
8

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________9

12. The non-compete clause imposes an unreasonable restraint on Raman's ability to engage in
his chosen profession or trade. Non-compete clauses must strike a balance between protecting
legitimate business interests and allowing individuals to pursue gainful employment. If the non-

8
Board of Education v Rice (1911):

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compete clause unreasonably limits Raman's ability to find employment in his field or industry,
then it may be deemed unenforceable as an unreasonable restraint on trade.
13. That enforcing the non-compete clause against Raman would unfairly jeopardize his
livelihood and economic well-being. Non-compete clauses should not be used to unduly restrict
individuals from earning a living or pursuing their chosen career path. If enforcing the non-
compete clause would cause undue hardship to Raman and his ability to support himself and
his family, then equitable considerations may weigh against enforcement.
14. The highlight public policy considerations that militate against enforcing the non-compete
clause against Raman. Non-compete clauses that inhibit competition, innovation, or employee
mobility can have negative repercussions for economic growth and labor market dynamics.
Courts may refuse to enforce non-compete clauses that run counter to public policy goals of
promoting competition and facilitating labor mobility.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

(G) Can the supplier recover damages from Raman and the corporation for breach?
1. If Raman or the corporation were indirectly involved in the breach of contract, their level of
involvement or responsibility does not warrant liability for damages. If Raman or the

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corporation did not directly participate in or authorize the actions leading to the breach, then
their liability for damages may be attenuated.
2. Any liability for damages incurred by Raman or the corporation is limited by the terms of the
contract or applicable law. Contracts often include clauses that limit the amount or scope of
liability for breach of contract, such as caps on damages or exclusions for certain types of
losses. Raman and the corporation may argue that any liability they may have for breach of
contract is constrained by these limitations of liability provisions.
3. They contend that there was no actual breach of contract by Raman or the corporation. To
recover damages for breach of contract, the supplier must establish that Raman or the
corporation failed to fulfill their contractual obligations as specified in the contract. If Raman or
the corporation complied with all contractual terms or if their actions were consistent with the
contract's requirements, then there may be no basis for finding a breach of contract and
awarding damages.
4. The breach of contract was caused by unforeseeable circumstances beyond the control of
Raman or the corporation. Contracts often contain force majeure clauses that excuse non-
performance in the event of unforeseeable events or circumstances beyond the parties'
control, such as acts of nature, war, or government intervention.

5. Ghosh v Ali (2015): This case deals with the burden of proof in civil cases involving
allegations of fraud. It establishes the two-part test for establishing fraudulent conduct: the
subjective test (whether the individual knew their actions were dishonest) and the objective
test (whether a reasonable person would see the conduct as dishonest). You can cite this case
to argue that SEBA failed to meet the burden of proof required to establish fraud on the part of
Raman and the Directors.
10

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

6. The petitioner may invoke equitable defenses to limit or preclude the supplier's claim for
damages. Equitable defenses, such as laches, estoppel, or unclean hands, may apply if the
supplier's conduct or delay in asserting its rights has prejudiced Raman or the corporation or if
the supplier has engaged in misconduct or unfair practices. Raman and the corporation may

10
Ghosh v Ali (2015):

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argue that equitable principles should guide the resolution of the dispute and limit the
supplier's recovery.

7. The petitioner may advocate for apportionment of damages among all responsible parties,
including the supplier itself. If multiple parties contributed to the breach of contract or the
resulting damages, then liability for damages should be apportioned based on each party's
degree of fault or responsibility. Raman and the corporation may argue that the supplier should
bear some share of the responsibility for the breach and resultant damages, reducing their
overall liability.

8. Duke Group Ltd v Pilmer (1994) : This case involves the liability of directors for breaches of
their fiduciary duties. It establishes that directors owe a duty of loyalty and care to the
company and its shareholders and can be held personally liable for breaches of these duties.
You can cite this case to argue that Raman and the Directors acted in good faith and in the best
interests of the company, and therefore, should not be held personally liable for alleged
breaches of fiduciary duties.

9. The petitioner may argue that the supplier waived its right to recover damages or released
Raman and the corporation from liability for breach of contract. If the supplier knowingly and
voluntarily waived its rights to pursue damages for breach of contract or if it entered into a
release agreement with Raman or the corporation, then its claim for recovery may be barred.
Waiver or release agreements are legally binding and may extinguish the supplier's right to
pursue damages.
11

12
MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

10. The supplier's own misconduct or improper behavior precludes it from seeking damages for
breach of contract under the unclean hands doctrine. If the supplier engaged in fraudulent,
inequitable, or unethical conduct that contributed to the breach of contract or the resulting
damages, then it may be barred from recovering damages. The unclean hands doctrine

11
Duke Group Ltd v Pilmer (1994):

12

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prevents a party from seeking relief in court if it has engaged in wrongful behavior related to
the same transaction or matter.

11. The supplier failed to provide timely notice of the alleged breach of contract as required by
the terms of the contract. Many contracts include provisions requiring parties to provide
written notice of any breaches or disputes within a specified timeframe. If the supplier failed to
adhere to these notice requirements, then its claim for damages may be precluded or limited.
Notice provisions serve to ensure prompt resolution of disputes and allow parties to take
corrective action.

12. Raman and the corporation took reasonable steps to mitigate the supplier's damages
following the alleged breach of contract. Parties to a contract have a duty to mitigate damages
by taking reasonable actions to minimize their losses. If Raman and the corporation promptly
rectified the breach, provided alternative solutions, or offered compensation to mitigate the
supplier's damages, then their liability for damages may be reduced or mitigated.

13. The supplier's claim for economic losses resulting from the breach of contract is precluded
by the economic loss doctrine. This legal doctrine limits recovery for purely economic losses,
such as lost profits or business opportunities, in the absence of physical injury or damage to
property. If the supplier's damages are purely economic in nature and not accompanied by
physical harm, then its claim for recovery may be barred under the economic loss doctrine.

14. The supplier's claim for damages is time-barred by the applicable statute of limitations.
Statutes of limitations prescribe the timeframe within which legal actions must be commenced
after the cause of action accrues. If the supplier failed to initiate legal proceedings within the
statutory limitation period, then its claim for damages may be barred by the statute of
limitations. Statutes of limitations promote timely resolution of disputes and protect parties
from stale claims.

MERI GROUP OF INSTITUTIONS, 2nd MOOT COURT COMPETITION

____________________________________________________________________________

PRAYER

In the light of facts stated, issues raised, arguments advanced and authorities cited, the
Appellant humbly submit that the Hon’ble Court may be pleased to adjudge and declare that:

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 The Appellant may pray for a declaration or affirmation from the court
confirming SEBA's authority to bring charges against Raman in
connection with his role as the CEO of LAKSHMI Inc. and its Directors.
This would solidify SEBA's jurisdiction over matters related to corporate
governance and securities regulation.
 They may seek validation of SEBA's actions, including the investigation
and issuance of charges against Raman and the corporation, arguing
that these actions were conducted within SEBA's statutory mandate
and in accordance with legal principles.
 The Appellanr may request the court to enforce penalties or sanctions
against Raman and LAKSHMI Inc. if they are found guilty of the alleged
financial misconduct, embezzlement, diversion of funds, and fraud.
This could include disgorgement of unlawfully obtained funds, fines, or
other punitive measures.
 They may pray for measures to protect the interests of stakeholders
and investors affected by the alleged misconduct, emphasizing the
importance of maintaining market integrity and upholding investor
confidence.
 Lastly, the Appellant may seek actions or remedies aimed at restoring
confidence in the securities markets of the Republic of Aman, ensuring
that regulatory oversight is effective in deterring and addressing
corporate malfeasance.

For This Act Of Kindness, The Appellant Shall Duty Bound Forever
Pray.

Respectfully submitted

………………………………….
(Sd/-)
(Counsel for the Appellant)

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