Corporate Amicus, February 2026

Article

Contracts: A commercial and judicial framework

By Krithika Jaganathan, Nirupama V Shankar and Deepta R

As an expression of commercial intent, Contracts are far from routine formality and serve as legal instruments that define expectations and allocate risk. Disputes arising out of contractual relations are strategically mitigable and hence, the articulation of a business relationship will significantly underpin commercial stability. Certain clauses then acquire structural and long-term importance, shaping the life cycle of the contract from formation to termination and beyond.  The article in this issue of Corporate Amicus examines the key clauses – Consideration, Indemnity, Jurisdiction, Entire Agreement, and Termination, that could form the backbone of a commercial contract. The authors analyse the legal bases, judicial interpretation, and practical consequences of these clauses within the Indian legal framework. According to them, much depends on crystallising party intent into an ironclad deed – one that is guided by foresight but imbued with dynamic vision.

Notifications and Circulars

• IEPF Authority issues draft amendments to streamline refund claims process – Consultation invited
• SEBI notifies reporting of value of units of Alternative Investment Funds (AIFs) to Depositories
• Lending to Micro, Small & Medium Enterprises (MSME) Sector (Amendment) Directions, 2026 notified
• RBI (Non-Banking Financial Companies – Credit Facilities) Amendment Directions, 2026 notified
• Foreign Exchange Management (Borrowing and Lending) (First Amendment) Regulations, 2026 notified
• RBI (Non-Banking Financial Companies - Income Recognition, Asset Classification and Provisioning) Amendment Directions, 2026 notified
• RBI (Commercial Banks - Credit Facilities) Amendment Directions, 2026 notified
• RBI (Commercial Banks - Undertaking of Financial Services) Amendment Directions, 2026 notified
• Companies Compliance Facilitation Scheme, 2026 notified

Ratio decidendi

• Party accepting appointment of an arbitrator under Section 11 in the pre-2015 regime cannot subsequently challenge existence or validity of the arbitration agreement – Supreme Court
• Clause providing for adjudication by a departmental or administrative authority does not constitute an arbitration agreement, unless it reflects a clear intention to submit disputes to a neutral adjudicatory forum – Supreme Court
• Admission of CIRP under Section 7 depends solely on existence of financial debt and default, and is not affected by restructuring proposals, settlement offers, or commercial viability of the corporate debtor – Supreme Court
• Committee of Creditors has the statutory authority to replace the Resolution Professional and the Adjudicating Authority cannot interfere with such decision taken in exercise of commercial wisdom – NCLT 
• Amendment of pleadings in insolvency proceedings to correct date of default and NPA classification may be permitted where such amendment is necessary to bring correct facts on record – NCLT

News Nuggets

• CCI fines global computer hardware company for a discriminatory India warranty policy
• Union Budget 2026-27 positions MSMEs as drivers of global growth
• CCI approves internal reorganisation of certain businesses of BCCL into THPL
• SEBI to review Portfolio Management Services regulations