FRESHER’S INDUCTION MOOT,

CAMPUS LAW COLLEGE

2025

IN THE COURT OF HON’BLE HIGH JUDGE,

STATE OF TECHNOPUR, BHARATPUR

IN THE MATTER OF:

Quantum Ventures Pvt. Ltd.......................PLAINTIFF

VS

Arjun Mehta.............................................DEFENDANT

MEMORIAL ON BEHALF OF DEFEDENT

COUNSEL APPEARING ON BEHALF OF DEFEDENT
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Table of Contents
Content Page no.
List of Abbreviations 3
Index of Authorities 4
Statement of Jurisdiction 5
Statement of Facts 6
Statement of Issues 7
Summary of Arguments 8-9
Arguments Advanced 10-14
Issue 1: Whether an initial breach of contract was by the 10-11
plaintiff in form of disregarding IPR, during the
performance of the contract which led to present
circumstances?
Issue 2: Whether the contract is voidable on grounds of 11-13
undue influence by the plaintiff?
Issue 3: Whether the combination of aforementioned 13-14
grounds legally entitle defendant to rescind the
contract?
Prayer 15
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List of Abbreviations
& And
ICA Indian Contract Act
IPR Intellectual property rights
CPC Code of Civil Procedure
Hon’ble Honorable
No. Number
Pvt. Private
POC Person of contact
Ltd. Limited
r/w Read with
Retd. Retired
s/r Section reads
Sec. Section
SC Supreme Court
SCC Supreme Court Cases
V. Versus
VC Venture Capital
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Index of Authorities
Statutes:

1) Indian Contract Act 1872

2) Code of Civil Procedure, 1908
3) Delhi High Courts Act, 1966
4) Specific Relief Act, 1963

Cases:
1) Modi v. Cox (1917 2 Ch 71)
2) Schroeder Music Publishing Co v. Macaulay (1974)
3) Satyabrata Ghose v. Mugneeram Bangur & Co., AIR 1954 SC 44
4) Energy Watchdog v. Central Electricity Regulatory Commission (CERC), (2017) 14 SCC 80 –
5) Bajaj Auto Ltd. v. TVS Motor Co., (2009) 9 SCC 797
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Statement of Jurisdiction

The hon’ble court has the jurisdiction to try the instant matter under sec 6 of the CPC. 1908
r/w sec. 5(2) of the Delhi High Court Act, 1966.

Sec 6 of CPC, 1908 reads:

Save in so far as is otherwise expressly provided, nothing herein contained shall operate to
give any court jurisdiction over suits the amount or value of the subject-matter of which
exceeds the pecuniary limits (if any) of its ordinary jurisdiction.

Sec 5 sub sec 2 of Delhi High Court Act, 1966:

Not withstanding anything contained in any law for the time being in force, the High Court of
Delhi shall also have in respect of the said territories’ ordinary original civil jurisdiction in
every suit of value which exceeds rupees two crores.
The notification published in Delhi gazette dated 4 july, 2018 regarding the pecuniary
jurisdiction of commercial courts at district level specifies that, ‘The pecuniary value of the
commercial courts at district level shall be above three lakh rupees and not more than two
crore rupees’

The Counsel for the Defendant humbly submits to this jurisdiction of the hon’ble court.
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Statement of Facts

1) The Defendant– Mr. Arjun Mehta is a law-abiding citizen of Bharatpur, and has
faith in the administration of justice and being aggrieved facts and action on the
part of the plaintiff, he is being compelled to safeguard his livelihood in this
Hon’ble Court by responding to this present suit.

2) He is a youth of 22 from a lower middle-income household , who funded his

education by part-time jobs, student loans, scholarships. A testament of his
hardworking nature and professional ethics.

3) The defendant is the inventor of the mobile payment technology and application
“PayEase” this technology was commercialized through the investment, and
guidance of VC the plaintiff.

4) The Plaintiff – Quantum Ventures Pvt. Ltd., a VC fund holding a phenomenal

valuation at over $10 Billion, operational for the past 15 years and an
extravagantly rich portfolio of different successful start-ups. The company is
known for its aggressive investment strategies.

5) Ms. Priya Sharma, the Managing Director and Chief Investment Officer of
Quantum Ventures, person in contact with the Defendant and was aware of his
pressing family responsibilities and financial burden.

6) Quantum Ventures Pvt Ltd, showed interest in “PayEase” and subsequently

entered into a contract with the Defendant. Upon successful investment through
multiple facets in the technology– 5 Million Users on the app– the plaintiff chose
to make the app its flagship investment. Thereafter plaintiff prepared to launch the
app in five major foreign markets.

7) The Defendant during the preparation phase discovered an app– possibly

developed by stealing his intellectual property which challenged PayEase’s
market viability. The owner of the said app GlobalPay Corp issued a notice to the
plaintiff threatening legal action against non-cessation of activities due patent
infringement.

8) This notice upon interpretation underlines a pertinent fact that the Plaintiff had not
yet acquired the Intellectual Property Right from the Defendant in accordance
with the contract; also Global Pay Corp. owns an international patent while
PayEase’s patent is pending in Bharatpur

9) The Defendant in consideration of the best interest of the company requested

termination of the agreement upon discovering the facts aforementioned. He also
expressed his frustration of the present VC ecosystem on LinkedIN.

10) Timeline

 15.08.2024 – Investment & Partnership Agreement executed (Annexure B).

 01.05.2025 – Scheduled date for international expansion launch.

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 25.04.2025 – Competitor launches a similar app (≈ 8 months after agreement).

 28.04.2025 – GlobalPay issues legal notice alleging patent infringement (3

days competitor launch, 8 months + 13 days after agreement).

 30.04.2025 – Arjun informs Quantum Ventures he cannot proceed, requests

termination (2 days after notice, 8 months + 15 days from agreement).

 02.05.2025 – Arjun posts viral LinkedIn statement (2 days after termination

notice, 8 months + 17 days from agreement).
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Statement of Issues

Issue 1: Whether an initial breach of contract was by the plaintiff in form of disregarding
IPR, during the performance of the contract which led to present circumstances?

Issue 2: Whether the contract is voidable on grounds of undue influence by the plaintiff?

Issue 3: Whether the combination of aforementioned grounds legally entitle defendant to

rescind the contract?
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Summary of Arguments

Whether an initial breach of contract was by the plaintiff in form of disregarding IPR,
during the performance of the contract which led to present circumstances?

On grounds of the agreement between the Defendant (Inventor) and the Plaintiff (investor):

6. Intellectual Property
6.1 All improvements, modifications, and derivative works of PayEase shall
belong exclusively to Investor.
6.2 Founder assigns all current and future IP rights related to payment
technologies to Investor.

The defense raises the contention that the initial breach of promise was made by the plaintiff
in the form of failing to perform due diligence and retaining the intellectual property rights
that had been submitted under the agreement for acquisition to the Plaintiff. According to
the agreement clause 6.2, clearly states that the defendant had renounced his rights to the
intellectual property of the mobile payment technology in performance of the agreement.
Intellectual property rights were assigned to the investor i.e the plaintiff. The circumstance
were such that upon receiving the notice on 28 April 2025 the defendant was inadvertently
informed of the negligence on the part of the plaintiff and henceforth was within his rights
to demand for a termination because it amounts to non-performance of reciprocal promise
under sec 52 ICA.
“Where the order in which reciprocal promises are to be performed is expressly fixed by the
contract, they shall be performed in that order; and where the order is not expressly fixed by
the contract, they shall be performed in that order which the nature of the transaction
requires.”
Here the nature of transaction required IP due diligence by the plaintiff before the contract
was initiated.

Whether the contract is voidable on grounds of undue influence by the plaintiff?

The defense argues that the contract is voidable on the basis of section 16(1), 16 (2) part A
and 16(3) of the Indian contract act 1872. This is based upon a) relationship between POC
for the plaintiff and the defendant being that in a position to dominant, he therefore could
not have entertained ideas in free consent and will for a fair agreement with the apparent
authority wielded on him. b) The economic duress and filial responsibilities of the defendant
which the plaintiff (POC) was aware of and c) the unconscionable agreement a result of the
abovementioned facts to take undue advantage. This fact subsequently obliges the defense to
invoke section 19 and section 19 A of ICA. Not only this the agreement has provisions that
generally violate the statues, laid in section 27 of the ICA and that could if considered
unreasonable render the agreement as void.
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Whether the combination of aforementioned grounds legally entitle defendant to rescind

the contract?
The council for the defendant affirms that the cumulative result of the inadequate
performance of fiduciary duties on the part of the plaintiff –that amount to breach of
contract as well as the unconscionable agreement between the two parties. Provide sufficient
grounds for frustration of contract in the hands of the defendant under section 56 of ICA as
well as option to invoke sec 19, sec 54 of ICA.
According to section 56 of ICA clause 2
“A contract to do an act which, after the contract is made, becomes impossible, or, by reason
of some event which the promisor could not prevent, unlawful, becomes void when the act
becomes impossible or unlawful.”
Wherein– A competitor owns a legal international patent, and also threatening litigation if
expansion is not halted.

On grounds of sec 52 r/w 54 ICA

“Effect of default as to that promise which should be performed, in contract consisting of

reciprocal promises.—
When a contract consists of reciprocal promises, such that one of them cannot be performed,
or that its performance cannot be claimed till the other has been performed, and the promisor
of the promise last mentioned fails to perform it, such promisor cannot claim the performance
of the reciprocal promise, and must make compensation to the other party to the contract for
any loss which such other party may sustain by the non-performance of the contract.”

The discovery of a technologically similar application threatened the market viability of

PayEase. Not only did the competing corporation claim Intellectual Property Rights it also
threatened legal action upon the Defendant. In light of such circumstance the Defendant in
good conscious could not see a viable option but to terminate the contract and demand for
cessation of foreign expansion given the new circumstance make it illegal.

“
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Arguments Advanced

Whether an initial breach of contract was by the plaintiff in form of disregarding IPR,
during the performance of the contract which led to present circumstances?

1. According to Indian Contract Act,

Relevant provisions of Section 2 has been reproduced,
“(a) When one person signifies to another his willingness to do or to abstain from
doing anything, with a view to obtaining the assent of that other to such act or
abstinence, he is said to make a proposal;
(b) When the person to whom the proposal is made signifies his assent thereto, the
proposal is said to be accepted. A proposal, when accepted, becomes a promise;
….
(d) When, at the desire of the promisor, the promisee or any other person has done or
abstained from doing, or does or abstains from doing, or promises to do or to abstain
from doing, something, such act or abstinence or promise is called a consideration
for the promise;
(e) Every promise and every set of promises, forming the consideration for each
other, is an agreement;
(f) Promises which form the consideration or part of the consideration for each other
are called reciprocal promises;
(g) An agreement not enforceable by law is said to be void;
(h) An agreement enforceable by law is a contract;
…..”

2. Section 2(i) of Indian Contract Act, 1872 defines voidable contract as

“an agreement which is enforceable by law and the option of one or more of the
parties but not at the option of the other or others.”
Explanation: A voidable contract is a valid agreement that may become void at the
option of one party. Such contracts remain legally binding and enforceable until the
aggrieved party decides to rescind it.

3. Section 10 of the act is further produced,

“10. What agreements are contracts.—All agreements are contracts if they are
made by the free consent of parties competent to contract, for a lawful consideration
and with a lawful object, and are not hereby expressly declared to be void.”
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4. However, according to sec 52

“Where the order in which reciprocal promises are to be performed is expressly fixed
by the contract, they shall be performed in that order; and where the order is not
expressly fixed by the contract, they shall be performed in that order which the nature
of the transaction requires.”
5. The counsel for the defendant submits that the plaintiff is responsible for the initial
breach of promise by failing to perform due diligence of IP rights, where competitor
the competitor has a of global patent and PayEase only has one in applied for in
Bharatpur. It places the Defendant on a significant disadvantage where he is liable to
lawsuit while not owning any IP rights.
6. It also makes foreign expansion unlawful as it would amount to IP infringement.
7. This can only happen because the Plaintiff failed to perform its fiduciary
responsibilities that of obtaining IP clearance and acquisitioning IP rights; since the
legally liable party for IP claims is the defendant– who upon fulfillment of the
agreement would be discharged of legal liability in IP cases.

Whether the contract is voidable on grounds of undue influence by the plaintiff?

1. Section 13. “Consent” defined.—Two or more persons are said to consent when
they agree upon the same thing in the same sense.
Section 14 of Indian contract act is reproduced
“Free consent” defined.—Consent is said to be free when it is not caused by—
(1) coercion, as defined in section 15, or
(2) undue influence, as defined in section 16, or
(3) fraud, as defined in section 17, or
(4) misrepresentation, as defined in section 18, or
(5) mistake, subject to the provisions of sections 20, 21 and 22.
Consent is said to be so caused when it would not have been given but for the
existence of such coercion, undue influence, fraud, misrepresentation or mistake.”
Section 16
.“Undue influence” defined.—
(1) A contract is said to be induced by “undue influence” where the relations
subsisting between the parties are such that one of the parties is in a position
to
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dominate the will of the other and uses that position to obtain an unfair advantage over
the other.
(2) In particular and without prejudice to the generality of the foregoing principle, a
person is deemed to be in a position to dominate the will of another—
(a) where he holds a real or apparent authority over the other, or where he stands in
a fiduciary relation to the other; or
(b) where he makes a contract with a person whose mental capacity is temporarily or
permanently affected by reason of age, illness, or mental or bodily distress.
(3) Where a person who is in a position to dominate the will of another, enters into a
contract with him, and the transaction appears, on the face of it or on the evidence
adduced, to be unconscionable, the burden of proving that such contract was not
induced by undue influence shall lie upon the person in a position to dominate the will
of the other.

2. Section 16 further defines undue influence and lays out essentials of undue influence
a) One person is in a position to dominate the other
b) Person in position to dominate uses the position to take unfair advantage
c) Creates an unconscionable agreement
3. The Defence submits that, the POC holding the position of managing director in
multibillion-dollar venture capital firm was able to dominate the will of student
freshly out of college. It is given that there was a fiduciary relationship i.e a
relationship of confidence and trust between the two parties.
4. It is apparent in the contract and the precedent communications via email between
both parties that the plaintiff held a dominant position being fully aware of the
situation of the defendant. The plaintiff employed a subtle species of coercion to
obtain mastery over the defendant’s mind by an approach of constant aggressive
hurrying and providing no time for Bona fide consideration. (as seen in the email
titled: agreement- Immediate execution required.) By using words like “immediate
execution required, move quickly, EOD, Time of essence…”so on.
5. In Modi versus Cox (1917 2 CH 71), it is rightly observed: “but there are certain
relationships and certain contracts in which a higher duty is imposed upon the parties
and they must not only tell the truth, but they must tell the whole truth so far as it is
material. Those cases are cases where the relation is such that there is confidence
reposed by one party and influence exercised by the other.”
6. In this case it is demonstrable by the sheer operation scale of Quantum Ventures
against a college student that the Plaintiff held higher responsibilities which as shown
in para 7, of issue one it did not perform. But also it exonerated itself of almost all
responsibilities while holding the majority stake, and IP rights and the right to sue
without any provisions for situations wherein it fails to perform duties or so much asa
mentioning its duties.
7. The defense demonstrates it through the extensive reading of agreement drafted thus
with 8 clauses and 16 subclauses: out of which 3- Performance
Obligations3.1,3.2,3.3 ;4- Duration Lock In 4.1,4.2; 5 Breach and Penalties
5.1,5.2,5.3; 7 Confidentiality -7.1,7.2 levying unilateral responsibility upon the
Defendant.
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8. The defense highlights clause 3 of the agreement.

“ 3. Performance Obligations 3.1 Founder commits to achieving user base targets of 10
million users within 18 months. 3.2 International expansion must be completed in 8
markets within 24 months. 3.3 Failure to meet targets will result in reduction of
Founder’s equity stake by 10% for each missed milestone.” This clause is
extortionate in nature given how such milestones can be interrupted in multiple
scenarios where the investor might be to blame.
Whereas the plaintiff demands exorbitant performance from the defendant it begins and
ends its list of responsibility with 1-1.1 “Investor shall provide ₹2 crore as initial
investment in exchange for 51% equity stake in PayEase and all related intellectual
property.”
This demonstrates that the object of the plaintiff in drafting the agreement was perverse–
where it wanted to enjoy profits in all possible circumstance while absconding the
risk upon the defendant.
9. On this basis the counsel for defendant submits that the agreement signed between
the parties was unconscionable.
10. “An unconscionable agreement is one as no same man, not sitting under a delusion,
would make, no honest man would take advantage of the as shown no regard for
conscience and with what is right or reasonable. It means a which is so much to
advantage of one party and disadvantage of the other that it shocks the conscience.”
Dr. Ashok Jain in Law of Contracts.
11. It can also be argued that the plaintiff has gotten exorbitant gain at the cost of the
defendant. In the form of a) the present demand of 75 Crore rupees as remedy that
must have been calculated based on the business projections and the substantial
profits that allow the plaintiff to extrapolate such numbers as well as b)the reason
they turned PayEase into Quantum Venture’s flagship startup.
12. Inequality of bargaining power
The defence argues that the presumption of undue influence arises from the fact that
there is such an inequality of bargaining power between the two parties since one
party is only one single man– the inventor, the defendant and the other is a multi
billion dollar Corporation with $10 billion valuation and assets far beyond the
capacity of one middle class man. On this basis also the defense argues that the
contract is voidable and the defendant is the aggrieved party herein.
13. The present situation can be seen as exploitation of the needy – in determining the
respective bargaining positions of the parties. The hon’ble court may consider as
given in . Schroedor music publishing co v Macauly (1974) courts must look at the
number of factors such as age, poverty, and emotional state, forcing a person to
accept less money that is due to him by exploiting economic stringency is an
example of unfair bargain
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Whether the combination of aforementioned grounds legally entitle defendant to

rescind the contract?

1. Counsel for defense humbly submits to the court, that the contract had already been
breached by the plaintiff and under sec 52 r/w 54 of ICA the defendant cannot be
expected to continue the contract given it has been frustrated under sec 56 of ICA.
2. There also lies the element of voidability in the agreement which the Defendant only
acted upon after being made aware of the negligence and self-profiteering motives of
the plaintiff, which served as means of realization for an agreement that was
unconscionable from the beginning.
3. The counsel also submits the contract between stands frustrated under Section 56 of
the Indian Contract Act, 1872, as the object of performance has become impossible.
GlobalPay possesses a duly registered international patent over the disputed fintech
technology, while PayEase’s application for patent recognition remains pending
before the Indian Patent Office. Until such recognition is granted, PayEase can not the
lawful expand in foreign countries. Thus, the continuation of the contract compels the
defendant to undertake an act forbidden by law, rendering the agreement frustrated
due to circumstances beyond his control.

4. In Satyabrata Ghose v. Mugneeram Bangur & Co. (AIR 1954 SC 44), the Hon’ble
Supreme Court clarified that frustration arises not only from literal impossibility but
also from the impracticability of performance when the contract’s foundation is
destroyed.
5. Further, the Supreme Court in Energy Watchdog v. CERC (2017) 14 SCC 80
reiterated that contracts become void where performance is impossible due to
supervening illegality. By attempting to proceed without patent protection, PayEase is
undertake an act forbidden by law. Moreover, in Bajaj Auto Ltd. v. TVS Motor Co.
(2009) 9 SCC 797, the Court emphasized that unauthorized exploitation of patented
technology constitutes infringement, which is per se unlawful.
6. Therefore the defence submits that termination of contract is the defendant’s legal
right upon hon’ble courts consideration of all facts aforementioned.
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Prayer
In the light of the issue raised, arguments advanced, authorities cited and the pleadings
made before this Hon’ble Court, the defendant respectfully prays that

1) The suit by the Plaintiff be dismissed.

2) The contract be terminated.

The hon’ble court may pass further such order that it may deem to be fit in the matter
of current facts and circumstances.

Counsel for defendant