Mr. A offered to sell 25 chairs to Mr. B @1,500 per chair on 12.02.2026. A promised B that he would keep the offer open till 15.02.2026. However, on…

CA Foundation · Business Laws · MTP · May 2026
Mr. A offered to sell 25 chairs to Mr. B @1,500 per chair on 12.02.2026. A promised B that he would keep the offer open till 15.02.2026. However, on 13.02.2026, he sold those chairs to Mr. C @1,700 per chair without the knowledge of B. Mr. B communicated the acceptance of the above offer on 14.02.2026. Advise, with reference to provisions of the Indian Contract Act, 1872 whether Mr. B can claim damages from Mr. A?

Suggested Answer and Working Notes:

(i) According to Section 455 of the Companies Act, 2013, where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar in such manner as may be prescribed for obtaining the status of a dormant company. In the instant case, XYZ Ltd. has made a significant accounting transaction (down payment of 1crore for plant and machinery), it does not meet the criteria of a dormant company under Section 455 of the Companies Act, 2013. Therefore, XYZ Ltd. cannot acquire the status of dormant company. (ii) Foreign Company [Section 2 (42) of the Companies Act, 2013]: It means any company or body corporate incorporated outside India which — (i) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and (ii) conducts any business activity in India in any other manner. As Mike LLC is incorporated in Singapore and having a place of business in Pune, India, it is a foreign Company.

Topics: The Indian Contract Act, 1872

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