Contract Drafting & Conveyancing Course

A detailed course based on Rodney D. Ryder's 'Corporate and Commercial Agreements'.

Educational Resource

This course provides a structured overview of the principles of contract drafting. It is intended for educational purposes and is not a substitute for professional legal advice or the full text upon which it is based.

Module 1: The Fundamentals of Drafting

Module 2: Key Components of a Deed (The Anatomy)

Module 3: The Indian Law of Contract - A Refresher

Module 4: The Art of Contract Management

Final Assessment

Test your knowledge on the principles of contract drafting and conveyancing.

1. What is the primary characteristic of a 'Deed Poll'?

It must be written in blue ink.

It involves two or more parties with opposing interests.

It is a deed with only one party, or where all parties have the same interest.

It must be indented at the top.

2. In modern drafting, what is the recommended practice for writing numbers and sums?

Figures only

Words only

Words, followed by figures in parentheses

Roman numerals

3. Which part of a deed sets out the background and purpose of the transaction?

Habendum

Testatum

Recitals

Parcels

4. What is the operative part of a deed that begins with 'NOW THIS DEED WITNESSES' called?

Testimonium

Testatum

Recital

Habendum

5. The detailed description of the property being transferred is known as the:

Consideration

Covenant

Parcels

Testimonium

6. A clause that defines the extent of the interest or estate being transferred (e.g., 'TO HAVE AND TO HOLD') is called:

Habendum

Recital

Parcel

Testatum

7. Under the Indian Contract Act, 1872, what is the status of a contract with a minor?

Voidable at the option of the minor

Void ab initio (from the beginning)

Valid

Valid if ratified upon attaining majority

8. What is the term for a pre-contractual document that outlines the main commercial points of a deal, and is often non-binding?

Final Agreement

Heads of Terms / Letter of Intent

Deed of Conveyance

Power of Attorney

9. Which clause in a contract defines events beyond the parties' control that can excuse non-performance?

Indemnity Clause

Force Majeure Clause

Jurisdiction Clause

Confidentiality Clause

10. In a company's Memorandum of Association, which clause defines the scope of its business activities?

Name Clause

Capital Clause

Object Clause

Liability Clause

11. What is the purpose of an 'Anton Piller' order?

To award monetary damages

To allow entry into a defendant's premises to inspect and seize infringing material

To enforce a foreign judgment

To appoint an arbitrator

12. An action for 'passing off' is primarily designed to protect what?

A patented invention

A company's registered office

The goodwill and reputation of a business

A contractual obligation

13. What type of franchising involves a franchisor granting a person in another country the exclusive right to open outlets and grant sub-franchises?

Direct Franchising

Area Development Agreement

Master Franchising Agreement

Joint Venture Franchising

14. In a project finance deal, what is a PPA?

Personal Property Agreement

Power Purchase Agreement

Preliminary Project Approval

Patent Protection Agreement

15. What is the purpose of a 'Habendum' clause in a deed?

To describe the parties

To define the extent of the interest being transferred

To state the consideration

To list the witnesses

16. What is the key difference between an 'exception' and a 'reservation' in a deed?

There is no difference.

An exception is something existing that is excluded; a reservation is a new right created and retained.

A reservation excludes existing rights; an exception creates new ones.

An exception applies to land, a reservation to buildings.

17. Under the Indian Contract Act, 1872, is past consideration valid?

No, consideration must be present or future.

Yes, it is considered good consideration.

Only if it is in writing.

Only for contracts above Rs. 10,000.

18. The legal term for the transfer of ownership of property is:

Lease

License

Conveyancing

Bailment

19. What is the primary function of the Articles of Association of a company?

To define the company's external objectives.

To regulate the internal management and administrative affairs of the company.

To list the company's initial shareholders.

To apply for government licenses.

20. In a 'passing off' action, the plaintiff must establish the existence of what key element?

A registered trademark

A patent

Goodwill or reputation in the market

A written contract

21. Which document is considered the 'charter' of a company, defining its fundamental conditions of incorporation?

Articles of Association

Shareholders' Agreement

Certificate of Incorporation

Memorandum of Association

22. A 'Mareva Injunction' is a type of court order primarily used for what purpose?

To compel a party to perform a specific act.

To prevent a defendant from dissipating assets to frustrate a potential judgment.

To appoint a receiver for a company.

To correct a mistake in a contract.

23. What does the legal principle 'consensus ad idem' mean?

Let the buyer beware.

The agreement is void.

Meeting of the minds; the parties agree on the same thing in the same sense.

A contract of utmost good faith.

24. In a deed, the term 'parcels' refers to:

The packages being delivered.

The parties to the agreement.

The detailed description of the property being transferred.

The covenants and undertakings.

25. An agreement in restraint of legal proceedings is generally considered what under the Indian Contract Act?

Valid

Voidable

Void

Valid if in writing

26. Which phase of contract management involves the formal signing of the contract by all parties?

Engagement Phase

Analytical Phase

Drafting Phase

Execution Phase

27. Under the Indian Companies Act, 1956, what is the minimum number of subscribers required to form a private limited company?

One

Two

Seven

Fifty

28. A 'covenant' in a deed is essentially a:

Description of the property

Promise or undertaking to do or not do something

Statement of fact

Recital of the background

29. Which of the following is NOT an essential element for a valid contract under Indian law?

Free consent

Lawful object

A written document

Competent parties

30. What is the primary legal instrument that governs project finance deals?

A single loan agreement

A complex set of interrelated contracts

A simple promissory note

A Power of Attorney

31. The final part of a deed that attests to the parties signing it is called the:

Habendum

Testatum

Recital

Testimonium

32. In a contract for the sale of goods, a 'condition' is:

A minor term, the breach of which only gives rise to damages.

A stipulation essential to the main purpose of the contract, the breach of which gives the right to repudiate.

An optional clause.

A type of warranty.

33. What is the primary purpose of an 'indemnity' clause?

To limit liability.

To promise to compensate another party for a specific type of loss or damage.

To define the governing law.

To set the contract price.

34. What is the legal term for a security interest created over movable property where possession remains with the borrower?

Mortgage

Pledge

Hypothecation

Lien

35. An arbitration clause is most effective when it is:

Verbally agreed upon.

Included as a written clause within the main contract.

Discussed after a dispute arises.

Implied by the conduct of the parties.

36. In a lease agreement, the 'proviso for re-entry' clause gives the lessor the right to do what?

Increase the rent.

Inspect the property.

Terminate the lease and re-enter the property upon the lessee's default.

Sub-let the property.

37. Who is the 'settlor' in a trust deed?

The person who receives the benefit.

The person who manages the property.

The person who creates the trust and provides the property.

The legal advisor.

38. What is the primary difference between a private trust and a public charitable trust?

Private trusts are for property, public trusts are for money.

Private trusts have named or ascertainable beneficiaries; public trusts benefit the general public or a class thereof.

Private trusts are not registered; public trusts are.

Private trusts are managed by one trustee; public trusts by many.

39. A Power of Attorney that cannot be cancelled by the person giving it is described as:

Special

General

Irrevocable

Limited

40. In contract drafting, what does the term 'boilerplate' refer to?

The signatures section.

The list of parties.

Standard, non-negotiated clauses often found at the end of agreements.

The main commercial terms.

41. Which of the following is NOT typically found in the 'Parcels' clause of a sale deed?

The property's boundaries.

The area of the land.

The purchase price.

The municipal survey number.

42. An agreement to share profits from a business carried on by all or any of them acting for all is a:

Lease Agreement

Partnership Deed

Sale Deed

Gift Deed

43. What does the term 'ultra vires' mean in company law?

Within the powers.

A resolution passed by the board.

An act done beyond the legal powers or authority of a company.

A type of share.

44. Which document must be filed with the Registrar of Companies to incorporate a society?

Trust Deed

Memorandum of Association and Rules & Regulations

Partnership Deed

Lease Agreement

45. The process of transferring copyright ownership is called:

Licensing

Assignment

Passing off

Infringement

46. A 'liquidated damages' clause in a contract aims to:

Punish the breaching party with a penalty.

Pre-estimate the reasonable compensation payable in case of a breach.

Allow a court to decide damages from scratch.

Waive all rights to damages.

47. What is a 'lien' in the context of a pledge?

The right of the pawnee to retain the goods until the debt is paid.

The right to sell the goods immediately.

The right to use the goods.

The ownership of the goods.

48. What is a 'Sub-lease'?

A lease for a submarine.

A lease of a property by a tenant to a third party.

The primary lease document.

A lease for an underground property.

49. What is a 'beneficiary' in a trust?

The creator of the trust.

The manager of the trust property.

The person for whose benefit the trust is created.

The legal advisor to the trust.

50. A 'Special Power of Attorney' typically grants authority for:

All of the principal's affairs.

A specific act or transaction.

An indefinite period.

Only financial matters.

51. If a contract is ambiguous, how might a court interpret it?

By ignoring the ambiguous clause.

By asking the parties to redraft it.

By looking at the recitals and the contract as a whole to determine the parties' intention.

By declaring the entire contract void.

52. A 'guarantee' in a contract typically involves how many parties?

One

Two

Three (Creditor, Principal Debtor, Surety)

Four

53. What does 'attestation' of a deed mean?

The process of stamping the document.

The act of signing the deed as a party.

The act of witnessing the execution of the deed and signing as a witness.

The registration of the deed.

54. Which of these is a 'negative covenant'?

A promise to pay rent.

A promise to maintain the property.

A promise NOT to sub-let the property.

A promise to deliver goods.

55. The legal principle that prevents a person from going back on their word when another has relied on it to their detriment is called:

Caveat Emptor

Force Majeure

Estoppel

Ultra Vires

56. What is the primary function of a 'non-compete' clause?

To encourage competition.

To restrict a party from engaging in a similar business for a specific period and territory.

To force a party to share profits.

To assign intellectual property.

57. In a Share Purchase Agreement, 'warranties' are:

Guarantees from the manufacturer.

Promises from the buyer about payment.

Statements of fact about the company made by the seller, the breach of which can lead to a claim for damages.

The list of shares being sold.

58. Which of the following is an example of a 'condition precedent' in a contract?

The contract will terminate if a party goes bankrupt.

A party must obtain a specific license before the other party's obligation to pay arises.

Payment must be made within 30 days.

The contract is governed by Indian law.

59. A 'proviso for re-entry' is most commonly found in which type of agreement?

Sale Deed

Gift Deed

Lease Agreement

Mortgage Deed

60. What is the primary purpose of registering a deed?

To make it longer.

To create a public record of the transaction and secure title.

To calculate the tax.

To get it signed by a lawyer.

61. What does the term 'goodwill' represent in the sale of a business?

The physical assets of the business.

The outstanding debts.

The intangible value of the business's reputation and customer base.

The inventory of the business.

62. An agreement to refer a dispute to a third party for a binding decision is called:

Mediation

Negotiation

Litigation

Arbitration

63. What is a 'hereditament' in property law?

A type of rental agreement.

Any property that can be inherited.

A temporary structure.

A boundary marker.

64. A 'bond' is essentially:

A type of share.

An instrument where a person obliges themselves to pay money to another.

A contract for services.

A lease for property.

65. What does the term 'pari passu' mean in the context of a charge or security?

With first priority.

With last priority.

On an equal footing; having the same rights.

Subordinate to all others.

66. Which of the following would NOT typically be considered a 'Force Majeure' event?

An earthquake.

A war.

A nationwide strike.

A party's inability to get internal funding.

67. The term 'rescind' in relation to a contract means:

To amend the contract.

To enforce the contract.

To cancel or set aside the contract, as if it never existed.

To assign the contract.

68. What is the primary legal effect of an 'indemnity clause'?

It transfers ownership.

It creates an obligation for one party to compensate another for specific potential losses.

It sets the price.

It defines the term of the contract.

69. The 'doctrine of privity of contract' generally means:

All contracts must be private.

Only parties to a contract can sue to enforce it.

Contracts can be enforced by anyone.

All contracts must be in writing.

70. What is a 'novation' of a contract?

A minor amendment.

The substitution of a new contract for an old one, or the replacement of one party with a new party.

A breach of contract.

The termination of a contract.

71. In intellectual property, what does 'passing off' refer to?

Assigning a trademark.

Misrepresenting one's goods or services as those of another.

Licensing a patent.

Registering a copyright.

72. A 'floating charge' is a security interest over:

A specific, fixed asset.

A class of changing assets, such as inventory or book debts.

A ship.

A piece of land.

73. What is the main purpose of a 'due diligence' process in an M&A transaction?

To market the company for sale.

To conduct a thorough investigation of the target company to identify risks and liabilities.

To fire the existing management.

To draft the final press release.

74. What is the role of a 'trustee'?

To benefit from the trust property.

To hold and manage property for the benefit of another (the beneficiary).

To create the trust.

To witness the trust deed.

75. Which of these is a key feature of a 'limited liability' company?

The company has limited business objects.

The directors have limited powers.

The shareholders' personal assets are protected from the company's debts.

The company can only operate for a limited time.

76. What does 'in terrorem' mean in the context of a penalty clause?

As a terror or warning to the defaulting party.

As a reasonable estimate of loss.

As a reward for performance.

As a condition precedent.

77. Which of the following is essential for a valid assignment of copyright under Indian law?

It must be verbal.

It must be in writing and signed by the assignor.

It must be registered with the court.

It must be for the full term of copyright.

78. What is an 'escrow account' typically used for in a transaction?

To pay the employees.

To hold funds by a neutral third party until certain conditions are met.

As the main operating account of the company.

To invest in the stock market.

79. The legal principle 'nemo dat quod non habet' means:

No one gives what they do not have (i.e., you cannot transfer a better title than you possess).

Let the buyer beware.

The contract speaks for itself.

Time is of the essence.

80. What does 'mutatis mutandis' mean when used in a legal document?

The matter is now closed.

With the necessary changes having been made; with respective differences taken into account.

For the time being.

Without prejudice.

81. A 'rider' or 'addendum' to a contract is:

The main body of the contract.

An additional document that modifies, clarifies, or adds to the main contract.

The signature page.

The list of definitions.

82. In finance, what is 'hypothecation'?

The pledging of securities as collateral for a loan, while retaining ownership.

The outright sale of securities.

A type of interest rate.

A government bond.

83. An 'ejusdem generis' rule of interpretation means that:

The specific overrules the general.

When general words follow specific words, the general words are construed to be of the same kind as the specific.

The literal meaning must always be followed.

The earlier clause prevails over the later one.

84. A 'guarantor' provides a:

Primary obligation to pay.

Secondary obligation to pay only if the principal debtor defaults.

Loan to the creditor.

Warranty for goods.

85. What is a 'charge' on an asset?

The price of the asset.

A form of security interest created over an asset to secure a debt.

The maintenance cost of an asset.

The tax payable on an asset.

86. The 'parol evidence rule' states that:

Oral evidence is always superior to written evidence.

Once a contract is reduced to writing, extrinsic evidence of prior or contemporaneous oral agreements cannot be used to contradict it.

All contracts must be made on parole.

Oral evidence can freely alter a written contract.

87. Which of these is NOT typically a part of the 'premises' of a deed?

Parties

Recitals

Consideration

Testimonium

88. What is the primary goal of the 'analytical phase' in contract management?

To sign the contract.

To gather raw information.

To sort and analyze information, checking for legal and fiscal compliance.

To monitor performance after signing.

89. What is the legal effect of a 'waiver' clause?

It makes the contract longer.

It states that a party's failure to enforce a right does not mean it gives up that right for future breaches.

It terminates the contract.

It sets the governing law.

90. What is the purpose of 'stamping' a deed in India?

To make it look official.

It is a form of government tax, and it makes the document admissible as evidence in court.

To get it notarized.

To create a copy.

91. What does a 'severability' clause do?

It severs the relationship between the parties.

It states that if one part of the contract is found to be invalid, the rest of the contract remains in effect.

It allows a party to terminate the contract.

It assigns the contract to a third party.

92. A 'proviso' in a legal clause typically serves to:

Introduce the main point.

Define a term.

Provide a condition, exception, or limitation to the main statement.

Summarize the clause.

93. What is a 'constructive trust'?

A trust created for construction projects.

A trust created by a written deed.

An equitable remedy imposed by a court to prevent unjust enrichment, regardless of the parties' intentions.

A trust that has been destroyed.

94. In a 'Franchise Agreement', who is the 'franchisee'?

The owner of the brand and business system.

The person or entity granted the right to operate a business under the franchisor's brand.

The customer of the franchise.

The government regulator.

95. A 'security bond' is given to:

Secure a loan.

Guarantee the performance of an obligation or to indemnify against a potential loss.

Pay for a security guard.

Buy corporate bonds.

96. What is the key feature of an 'equated instalment' bond or loan?

Each payment is different.

Only interest is paid each month.

Each payment is the same amount, comprising both principal and interest.

The principal is paid first, then the interest.

97. What is the primary difference between a 'pledge' and a 'mortgage'?

There is no difference.

A pledge relates to movable goods where possession is transferred; a mortgage typically relates to immovable property.

A pledge is for small amounts, a mortgage for large amounts.

A pledge does not involve a contract.

Contract Drafting & Conveyancing Course

Educational Resource

Module 1: The Fundamentals of Drafting

Deed Drafting and Conveyancing in India: A Historical Perspective

Forms of Conveyance: Deeds Poll vs. Indentures

Structural Elements: Paragraphs, Punctuation, and Figures

Module 2: Key Components of a Deed (The Anatomy)

The Anatomy of a Deed: From Description to Attestation

Module 3: The Indian Law of Contract - A Refresher

Core Concepts (Indian Contract Act, 1872)

Module 4: The Art of Contract Management

The Five Phases of a Contract's Life

Standard Clauses Checklist (A Drafter's Essential Guide)

Final Assessment

Final Assessment