Revised Course Plan | Odd Semester 2026-27 | KLE Law College, Bengaluru

Contract Law - II: Special Contracts — Full Course Plan

The complete, searchable revised course plan for Contract Law-II (Course Codes 21LALC201 / 21LBLC201 / 21LCLC201) — every unit, topic, session count, the full 49-case reading list grouped by subject, statutes, prescribed and reference books, and the ISA evaluation scheme.

Programme: B.A.LL.B. / B.B.A.LL.B. / B.Com.LL.B.Semester: IIICredits: 4 (L-T-P-S 3-1-0-0)Total sessions: 65ISA / ESA marks: 50 / 50
Course Coordinator: Ms. Srushti ShashikumarCourse Teachers: Dr. Sunitha B.H., Ms. Khushi Dheeman, Mrs. Soumya N.M., Ms. Srushti ShashikumarReviewer: Mr. Harsh Pratap SinghPrepared: 17.07.2026
Course description. The contract is a legally binding instrument between the parties, and can be of various types. The Indian Contract Act, 1872 recognises certain special contracts: indemnity, guarantee, bailment, pledge and agency, and this course provides a comprehensive understanding of them. Contract-based partnerships are governed under the Partnership Act, 1932 - and, where that Act is silent, the general provisions of the Indian Contract Act, 1872 apply. The course also gives a detailed study of the Sale of Goods Act, 1930, which governs contracts where the seller transfers or agrees to transfer title in goods to the buyer for compensation.
Quick jump
Course objectives
  1. Objectives are teacher centric and describe what the teacher intends to teach in the course. To provide a comprehensive understanding of the concepts regarding special contracts, namely indemnity, guarantee, bailment, pledge and agency.
  2. To provide detailed insights into the provisions of the Indian Partnership Act, 1932, and the Sale of Goods Act, 1930.
  3. To develop the skill of designing solutions to practical problems concerning these special contracts.
Course outcomes

By the end of this course, students will be able to:

  1. Explain and analyse the nature of various commercial transactions forming part of special contracts.
  2. Analyse the rights, duties and liabilities of various parties under the special contracts.
  3. Examine the concepts under the Indian Partnership Act, 1932 and the Limited Liability Partnership Act, 2008, and elaborate the rights and duties of partners and the procedure for registration and dissolution of the partnership firm.
  4. Evaluate the provisions of the Sale of Goods Act, 1930 relating to the contract of sale, conditions and warranties, passing of property, and remedies for breach of contract.
  5. Identify the cause of action arising out of special contracts and contracts of sale of goods, and sketch solutions to the practical problems arising out of these contracts.
Unit-wise plan

Sixty-five sessions across five units. Each topic below lists its planned number of sessions and the pedagogy used to teach it.

Unit I: Indemnity & Guarantee

10 sessions
Unit learning outcomes
  • An Outcome is a result of Student learning therefore it is Student centric.
  • Analyse the concept of indemnity and guarantee.
  • Compare indemnity and guarantee.
  • Analyse the rights of the indemnity holder and surety.
  • Evaluate the circumstances in which a surety is discharged from liability.
  • General principles of contract

    1 session

    A refresher on the general principles underlying all contracts, as the foundation for the special contracts that follow.

    Lecture method
  • Contract of Indemnity

    1 session

    Definition, nature and scope.

    Lecture method
  • Rights of the indemnity holder

    1 session

    Rights of the indemnity holder when sued (Section 125); commencement of the indemnifier’s liability.

    Lecture method
  • Contract of Guarantee

    2 sessions

    Definition and essential features; the difference between the contract of indemnity and guarantee.

    Lecture method
  • Kinds of guarantee

    1 session

    Kinds of guarantee, and the extent of a surety’s liability.

    Flipped Classroom method - students review key concepts and case laws at home via videos or readings, and use class time to discuss the difference between indemnity and guarantee.
  • Discharge of surety from liability

    2 sessions

    By revocation; by the death of the surety; by novation; by variance; by release or discharge of the principal debtor; by composition, an extension of time, or a promise not to sue; by impairing the surety’s liability.

    Lecture method
  • Rights of surety

    1 session

    Against the principal debtor; against the creditor; against the co-sureties.

    Flipped classroom method - students prepare and discuss the rights of a surety against all other parties.
  • Liability of co-sureties

    1 session

    How liability is apportioned between co-sureties.

    Lecture method

Unit II: Bailment & Pledge

13 sessions
Unit learning outcomes
  • Explain the concept of contract of bailment and pledge.
  • Analyse the rights of the bailee, the finder of goods, and the duties of bailor and bailee.
  • Analyse the concept of pledge and the rights and duties of pawnor and pawnee.
  • Evaluate the circumstances in which a pledge by a limited owner is valid.
  • Contract of Bailment

    2 sessions

    Definition, essentials, and kinds of bailment.

    Lecture method
  • Duties of Bailor

    2 sessions

    Duty to disclose faults in goods bailed [S.150]; duty to pay necessary expenses [S.158]; duty to indemnify the bailee for premature termination [S.159]; bailor’s responsibility to bailee [S.164].

    Lecture method
  • Duties of Bailee

    2 sessions

    Duty of reasonable care (S.151-152); duty not to make unauthorised use (S.154); duty not to mix (S.155-157); duty to return (S.160-161); duty not to set up ‘jus tertii’; duty to return any increase (S.163).

    Lecture method
  • Rights of Bailee

    2 sessions

    Right to compensation [S.164]; right to expenses or remuneration [S.158]; right of lien [Ss.170-171]; right to sue.

    Lecture method
  • Finder of goods

    2 sessions

    Concept and rights of the finder of goods (S.168-169).

    Lecture method
  • Contract of Pledge

    1 session

    Definition; comparison of pledge with bailment and hypothecation.

    Lecture method
  • Rights of pawnee

    1 session

    Right of retainer (Ss.173-174); right to extraordinary expenses (S.175); right to sell (S.176); the defaulting pawnor’s right to redeem.

    Flipped classroom method - students are given materials before class and analyse the rights of pawnee and pawnor in class.
  • Pledge by limited owners

    1 session

    Pledge by a mercantile agent (S.178); pledge by a person in possession under a voidable contract (S.178-A); pledge by pledgee (S.179).

    Lecture method

Unit III: Agency

14 sessions
Unit learning outcomes
  • Explain the concept of agency and the kinds of agents.
  • Analyse the rights and duties of agents.
  • Demonstrate and analyse the authority of the agent and the liability of the principal.
  • Explain the circumstances for termination of the agency.
  • Definition and kinds of agents

    2 sessions

    Definition and essentials of agency; kinds of agents.

    Lecture method
  • Creation of agency

    3 sessions

    By express agreement; by implied agreement; by ratification; by operation of law.

    Lecture method
  • Duties of agent

    2 sessions

    Duty to follow instructions or customs [S.211]; duty of reasonable care and skill [S.212]; duty to maintain accounts [S.213]; duty to communicate with the principal [S.214]; duty to avoid conflict of interest [S.215 & S.216]; duty not to make secret profits; duty to remit sums [S.218]; duty not to delegate [S.190].

    Lecture method
  • Rights of agent

    2 sessions

    Right to remuneration [S.219]; right of retainer [S.217]; right of lien [S.221]; right to indemnity [Ss.222-223]; right to compensation [S.225]; right of stoppage in transit.

    Lecture method
  • Authority and liability

    2 sessions

    Delegation of authority; relation of the principal with third parties; liability of the principal; personal liability of the agent.

    Lecture method
  • Termination of agency

    3 sessions

    By the act of the parties (agreement, revocation by the principal, revocation by the agent); by operation of law (performance of the contract, expiry of time, insanity/death/insolvency of either party, destruction of the subject matter, principal becoming an alien enemy, dissolution of a company, termination of sub-agent’s authority).

    Flipped classroom method - students come prepared on the different modes by which an agency ends and discuss them in class.

Unit IV: Partnership

14 sessions
Unit learning outcomes
  • Explain the rights and duties of a partner.
  • Describe the formation and regulation of a partnership firm.
  • Examine the important provisions of the Partnership Act and the Limited Liability Partnership Act.
  • Definition and essentials of partnership

    2 sessions

    The statutory definition and essential elements of a partnership.

    Lecture method
  • Existence and duration of partnership

    1 session

    Mode of determining the existence of partnership; duration of partnership.

    Lecture method
  • Types of partners

    2 sessions

    Types of partners; admission of a minor to the benefits of the firm.

    Lecture method
  • Duties of partner

    2 sessions

    General duties of partners (S.9); duty to indemnify for loss caused by fraud (S.10); duty relating to the conduct of business (S.12(b)); duty to indemnify the firm for loss caused by wilful neglect (S.13(f)); duty in respect of personal profits earned by partners (S.16(a)); duty not to compete with the business of the firm (S.16(b)); duty in respect of application of the property of the firm (S.15); duty to contribute equally to losses (S.13(b)).

    Lecture method
  • Rights of partner

    1 session

    Right to take part in the conduct of the business (S.12(a)); right to inspect and copy the firm’s books (S.12(d)); right to share equally in profits (S.13(b)); right to receive interest on capital subscribed (S.13(c), 13(d)); right to indemnity for payments and liabilities (S.13(e)); right to receive remuneration (S.13(a)); majority rights (S.12(c)).

    Lecture method
  • Relation of partners with third parties

    1 session

    How the firm and its partners are bound in dealings with outsiders.

    Lecture method
  • Retirement and expulsion of partners

    1 session

    The circumstances and consequences of a partner’s retirement or expulsion.

    Lecture method
  • Registration of firms

    1 session

    Procedure for registration; advantages of registration; the impact of non-registration.

    Lecture method
  • Dissolution of firm

    2 sessions

    Modes of dissolution (Ss.40-44); effects of dissolution.

    Lecture method
  • Limited Liability Partnership

    2 sessions

    Salient features of an LLP; the liability aspect.

    Guest lecture by subject expert

Unit V: Sale of Goods

14 sessions
Unit learning outcomes
  • Explain the concept of sale, agreement to sell, goods, etc.
  • Elucidate conditions and warranties and the remedies available for their breach.
  • Evaluate when the property in goods passes to the buyer.
  • Explain the rights and duties of the seller and buyer.
  • Contract of sale and agreement to sell

    2 sessions

    Formation of the contract; goods; price.

    Lecture method
  • Conditions and warranties

    3 sessions

    Implied conditions - title, sale by description, sale by sample, quality or fitness, merchantable quality. Implied warranty - quiet possession, against encumbrance.

    Case Law method - students distinguish between conditions and warranties, and understand their legal consequences through case laws.
  • Passing of property and transfer of title

    3 sessions

    Transfer of property in specific goods; unascertained goods; transfer of title.

    Lecture method
  • Performance of the contract

    2 sessions

    Rules as to delivery of goods; acceptance of delivery; rights and duties of the buyer.

    Lecture method
  • Rights of unpaid seller

    2 sessions

    Against the goods; against the buyer personally.

    Guest lecture by subject expert
  • Remedies for breach of contract

    2 sessions

    Seller’s remedies against the buyer; buyer’s remedies against the seller.

    Guest lecture by subject expert
List of statutes
Prescribed & reference books

Prescribed books

  • Avtar Singh, Contract Act and Specific Relief, Lucknow: Eastern Book Company (12th edn., 2018).
  • Sir Dinshaw Fardunji Mulla, The Indian Contract Act, Haryana: LexisNexis (16th edn., 2021).
  • Sir Dinshaw Fardunji Mulla, The Sale of Goods Act and The Indian Partnership Act, LexisNexis (10th edn., 2012).
  • Avtar Singh, Law of Partnership, Lucknow: Eastern Book Company (4th edn., 2012).
  • Avtar Singh, Law of Sale of Goods and Hire Purchase, Lucknow: Eastern Book Company (6th edn., 2005).
  • Bhumesh Verma, Practical Guide to Drafting Commercial Contracts, OakBridge (2nd edn., 2020).

Reference books

  • H.K. Saharay, Indian Partnership and Sale of Goods Act, Kolkata: R. Cambray & Co. Pvt. Ltd. (2004).
  • Sir Dinshaw Fardunji Mulla, Mulla on the Sale of Goods Act, Haryana: LexisNexis (10th edn., 2012).
List of cases (49)

Grouped by subject, as furnished in the course plan. Use the search box above to jump straight to a case by party name or citation.

Indemnity

  1. Gajanan Moreshwar v. Moreshwar Madan, AIR 1942 Bom 302
  2. Adamson v. Jarvis, (1827) 4 Bing 66: 29 RR 503
  3. Richardson Re, Ex parte The Governors of St. Thomas’s Hospital, (1911) 2 KB 705 (CA)
  4. Osman Jamal & Sons Ltd v. Gopal Purshottam, ILR (1929) 56 Cal 262
  5. Dugdale v. Lovring, (1875) LR 10 CP 196
  6. Deepak Bhandari v. Himachal Pradesh State Industrial Development Corporation Limited, 2015 (5) SCC 518
  7. Sheffield Corpn v. Barclay, (1905) AC 392 (399)
  8. Secretary of State for India in Council v. Bank of India, (1938) 40 BOMLR 676

Guarantee

  1. Birkmyr v. Darnell, 91 ER 27: 1 Salk 27
  2. Taylor v. Lee, (1924) 121 SE 659
  3. Kay v. Groves, (1829) 6 Bing 276
  4. Gulam Hussain Khan v. Faiyaz Ali Khan, AIR 1940 Oudh 346
  5. Bank of Bihar Ltd. v. Damodar Prasad and Others, 1969 AIR 297
  6. United Bank of India v. Naresh Kumar and Others, AIR 1997 SC 3
  7. State Bank of India v. Mula Sahakari Sakhar Karkhana Ltd. and Others, AIR 2007 SC 2361

Bailment

  1. Ultzen v. Nichols, (1894) 1 QB 92
  2. Kaliaperumal Pillai v. Visalakshtni, AIR 1938 Mad 32
  3. Kavita Trehan v. Balsara Hygiene Product Ltd., AIR 1992 Del 103
  4. Annamalai Timber Trust Ltd. v. Thrippunithura Dewas, (1953) 11 KLJ
  5. N.R. Srinivasa Iyer v. New India Assurance Co Ltd, (1983) 3 SCC 458
  6. Ram Gulam v. Govt of U.P., AIR 1950 All 206
  7. State of Gujarat v. Memon Mahomed Haji Hasan, AIR 1967 SC 1885
  8. Reed v. Dean, (1949) 1 KB 188
  9. R.D. Saxena v. Balram Prasad, AIR 2000 SC 2912

Pledge

  1. Bank of Chittoor v. Narasimbulu, AIR 1966 AP 163
  2. Lallan Prasad v. Rahmat Ali, AIR 1967 SC 1322
  3. Jasivantrai Manilal Akhaney v. State of Bombay, AIR 1956 SC 575
  4. Phillips v. Brooks Ltd, (1919) 2 KB 243
  5. State of Punjab v. Nathu Ram, 1962 AIR 89: 1962 SCR (2) 636
  6. Bank of Baroda v. Punjab National Bank, (1945) 47 BOMLR 578
  7. State Bank of India v. Ghamandi Ram, 1969 AIR 1330

Agency

  1. P. Krishna Bhatta v. Mundila Ganapathi Bhatta, AIR 1955 Mad 648
  2. Great Northern Railway Co. v. Swaffield, (1874) LR 9 Ex 132
  3. Shephard v. Cartwright, 1953 Ch 728, 755
  4. Gwilliam v. Twist, [1895] 2 QB 84
  5. Pannalal Jankidas v. Mohanlal, AIR 1951 SC 144
  6. H. Wilson and Co v. Bata, AIR 1927 Cal 668
  7. Paul Bier v. Chottalal, 6 Bom LR 948

Partnership

  1. Cox v. Hickman, (1860) HLC 268
  2. Whitwell v. Arthur, 55 ER 848 (1865)
  3. Cragg v. Ford, 1 Y & CCC 280

Sale of Goods

  1. Aldridge v. Johnson, (1857) 26 LJQB 296
  2. Helby v. Matthews, 1895 AC 471 (HL)
  3. K.L. Johar & Co v. CTO, AIR 1965 SC 1082
  4. Lee v. Griffin, (1861) 30 LJ QB 252
  5. Robinson v. Graves, (1935) 1 KB 579
  6. Williams v. Williams, (1882) 29 Ch D 659 (664-665)
  7. Bourne v. Norwich Crematorium Ltd., (1967) 1 WLR 691
  8. Doodeward v. Spence, (1908) 5 CLR 406
Evaluation scheme for ISA
AssessmentWeightage (marks)
Mid-term exam15
Teacher-Evolved Assessment Method I — Legal Problem Analysis & AI Comic Strip15
Teacher-Evolved Assessment Method II — Contract Simulation / Role-play15
Attendance05
Total (ISA)50

Industry / professional skills: research, argumentative skills, critical thinking, communication. Human values: honesty, prudence, logic, ethics and good conduct - “one must know to keep his promises.”

TEAM I — Legal Problem Analysis & AI-Generated Comic Strip

15 marks

Students are divided into groups of five, with each group assigned a legal problem on a topic covered in Special Contracts. While group discussion is encouraged, each student independently submits a written legal analysis identifying the material facts, legal issues, relevant statutory provisions, application of law, and a reasoned conclusion. Each student additionally creates a unique AI-generated comic strip (4–8 panels) illustrating a key legal issue or outcome from the assigned problem, and submits the AI prompt(s) used along with the written analysis.

Date of submission: 21.09.2026. Mode: individual written submission with a printed AI-generated comic strip and AI prompt(s) attached. Bloom’s level 5; course outcomes 1, 2, 3.

TEAM I rubric

CriteriaExcellent (5 marks)Good (3–4 marks)Needs improvement (1–2 marks)
Legal analysis & applicationAccurately identifies material facts, legal issues, relevant statutory provisions and judicial precedents; excellent application of legal principles with a well-reasoned conclusion.Identifies the main facts, issues and applicable law with minor omissions; reasonable legal analysis and an appropriate conclusion.Analysis is incomplete or inaccurate; fails to identify key legal issues or apply relevant legal principles effectively.
Critical legal reasoningLogical, well-structured and persuasive analysis evaluating the rights, liabilities and remedies of the parties with strong legal justification.Reasonable legal reasoning with some analysis of rights and liabilities, though the discussion lacks depth or clarity.Limited or superficial reasoning; conclusions are unsupported or show a weak understanding of the applicable law.
Visualisation through AI-generated comic stripHighly creative and legally accurate; effectively illustrates the assigned legal problem; visuals, captions/dialogue and the AI prompt demonstrate a strong understanding.Accurately represents the legal problem with adequate creativity and legal relevance; visuals, captions and AI prompts are mostly clear and appropriate.Lacks clarity, legal relevance or creativity; visuals, captions or AI prompts show limited understanding of the legal problem or its application.

TEAM II — Contract Simulation / Role-play

15 marks

Students are divided into groups of 4–5 members, with each group assigned a concept or topic from the Special Contracts syllabus. Each group designs and performs a commercial contract simulation using an original factual scenario, demonstrating the formation of the contractual relationship, explaining the legal concepts involved, identifying the relevant legal issues, discussing the applicable statutory provisions, and illustrating the rights and liabilities of the parties. Each group submits a report (1–2 pages) outlining the facts, assigned roles, legal issues and relevant statutory provisions after the simulation.

Date of commencement: 27.10.2026. Mode: group contract simulation (10 minutes) with submission of a one-page simulation report. Bloom’s level 5; course outcomes 1, 2, 3, 4, 5.

TEAM II rubric

CriteriaExcellent (5 marks)Good (3–4 marks)Needs improvement (1–2 marks)
Application of legal principlesExcellent teamwork and coordination; all members actively participate, effectively portray their assigned professional roles through appropriate communication, conduct and presentation, and contribute meaningfully to the simulation.Good teamwork and role performance, with most members participating actively; minor inconsistencies in coordination, communication or portrayal of professional roles.Limited teamwork or coordination; participation is uneven, and the portrayal of professional roles lacks preparation, professionalism or engagement.
Team coordination & professional role performanceClear role performance (client/lawyer), strong teamwork, a well-planned strategy and adaptability; negotiates persuasively and within legal boundaries.Collaborates effectively; roles are mostly clear; shows some strategy but may lack consistency or depth.Roles unclear or uneven; poor coordination or a weak strategy; minimal contribution or ineffective communication.
Simulation reportWell-structured, clearly presents the facts, legal issues, relevant statutory provisions, legal analysis and a reasoned conclusion; concise, accurate and professionally presented.Identifies the main legal issues and applicable legal provisions with reasonable analysis, but contains minor omissions or lacks depth.Incomplete, poorly organised, or demonstrates limited understanding of the legal issues, applicable law, or legal analysis.
Weightage of course outcomes
Course outcomeWeightage in assessment
CO120
CO220
CO320
CO420
CO520
Total100