FRESHER'S INDUCTION MOOT 2025
CAMPUS LAW CENTER
BEFORE THE HON’BLE HIGH COURT OF TECHNOPUR
QUANTUM VENTURES PRIVATE LIMITED..........................................................PLAINTIFF
VERSUS
MR. ARJUN MEHTA..............................................................................................DEFENDANT
MEMORIAL ON BEHALF OF DEFENDANT
COUNSEL APPEARING ON BEHALF OF DEFENDANT
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TABLE OF CONTENT
CONTENT
PAGE NO.
List of Abbreviation
3
Index of Authorities
4
Statement of Jurisdiction
5
Statement of Facts
6
Statement of Issues
7
Summary of Arguments
9
Arguments Advanced
10-15
Prayer
16
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List of Abbreviations

& – And

v. / V. – Versus

ICA – Indian Contract Act, 1872

CPC – Code of Civil Procedure, 1908

SC – Supreme Court of India

SCC – Supreme Court Cases (reporter)

AIR – All India Reporter

HC – High Court

Ltd. – Limited

Pvt. – Private

VC – Venture Capital

IP – Intellectual Property

IPR – Intellectual Property Rights

USD – United States Dollar

₹ – Indian Rupee

No. – Number

Hon’ble – Honourable

r/w – Read With
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Index of Authorities
Statutes
1. Indian Contract Act, 1872
2. Code of Civil Procedure, 1908
3. Delhi High Court Act, 1966
Case Law
Central Inland Water Transport Corporation Ltd. v. Brojo Nath Ganguly
AIR 1986 SC 1571
Satyabrata Ghose v. Mugneeram Bangur & Co.
AIR 1954 SC 44
Energy Watchdog v. Central Electricity Regulatory Commission
(2017) 14 SCC 80
B.O.I. Finance Ltd. v. Custodian
(1997) 10 SCC 488
ICICI Bank Ltd. v. Official Liquidator
(2010) 10 SCC 1
LIC of India v. Consumer Education & Research Centre
AIR 1995 SC 1811
Percept D’Mark (India) Pvt. Ltd. v. Zaheer Khan
(2006) 4 SCC 227
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Statement of Jurisdiction
The Hon’ble High Court has the jurisdiction to try the instant matter under Section 6 of the
Code of Civil Procedure, 1908 r/w Section 5(2) of the Delhi High Court Act, 1966, as
applicable to the State of Technopur.
Section 6 of the 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.”
Section 5 sub-section (2) of the Delhi High Court Act, 1966 reads:
“Notwithstanding 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 the value of which exceeds rupees two crores.”
The notification published in the 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.”
As the present dispute involves a claim of damages amounting to ₹75 crores, the pecuniary
jurisdiction of this Hon’ble High Court is clearly attracted. Further, since the agreement was
executed in Technopur and the cause of action has arisen therein, the territorial jurisdiction is
also satisfied.
The Counsel for the Defendant most respectfully submits to the jurisdiction of this Hon’ble High
Court.
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Statement of Facts
1. The Defendant, Arjun Mehta, is a 22-year-old computer science graduate who developed
PayEase, a blockchain-based fintech application that was gaining popularity in India.
2. The Plaintiff, Quantum Ventures Pvt. Ltd., a well-established venture capital firm,
approached the Defendant on 10.08.2024 to invest in PayEase.
3. On 15.08.2024, the Plaintiff pushed the Defendant to sign an Investment and Partnership
Agreement through e-mail. The Defendant, being young and inexperienced, was left with
no real chance to negotiate the terms or obtain proper legal advice.
4. The terms of the Agreement gave overwhelming control to the Plaintiff, including
majority ownership and full rights over PayEase’s intellectual property, leaving the
Defendant with very little say in his own creation.
5. On 28.04.2025, GlobalPay Corp. served a legal notice to PayEase alleging patent
infringement and demanded USD 50 million in damages. The Agreement was silent on
patent responsibilities, and the Plaintiff, despite holding control and ownership, had failed
to conduct proper due diligence.
6. As a result of the patent dispute, PayEase’s expansion into international markets from
01.05.2025 became impossible.
7. Around the same time, the Defendant made a general post on LinkedIn, voicing the
struggles of young entrepreneurs when dealing with powerful venture capital firms. The
post was not directed at the Plaintiff or PayEase by name and did not disclose any
confidential information.
8. The Plaintiff, despite its own failure to address patent risks, initiated the present
proceedings against the Defendant, claiming breach of contract and damages.
9. The Defendant contends that the Agreement was one-sided and unconscionable,
frustrated by supervening events, and that the Plaintiff’s negligence disentitles it from
seeking damages.
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Statement of Issues
Issue 1: Whether the Investment and Partnership Agreement dated 15.08.2024 is voidable on
grounds of being unconscionable, one-sided, and executed under undue influence, thereby
lacking free consent?
Issue 2: Whether the doctrine of frustration under Section 56 of the Indian Contract Act, 1872
discharges the Defendant from further performance due to supervening impossibility arising
from the patent dispute and circumstances beyond his control?
Issue 3: Whether the Plaintiff, having acquired controlling interest and all intellectual property
of PayEase, owed a fiduciary duty to conduct due diligence regarding patent risks, and whether
its failure disentitles it from claiming damages?
Issue 4: Whether the LinkedIn post made by the Defendant, being a general critique of venture
capital practices, can be construed as a material breach of the confidentiality clause or whether it
falls within the ambit of bona fide expression in public interest?
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Summary of Arguments
Whether the Investment and Partnership Agreement dated 15.08.2024 is voidable on
grounds of being unconscionable, one-sided, and executed under undue influence, thereby
lacking free consent?
It is humbly submitted that the Agreement was executed under circumstances of unequal
bargaining power and undue influence. The Plaintiff insisted on immediate execution by e-mail,
leaving the young and financially vulnerable Defendant no realistic opportunity to review or
negotiate. The onerous provisions 51% control, complete IP assignment, 12-year lock-in and 10year non-compete are harsh and one-sided, and render the Agreement voidable under Sections
16 and 19 of the Indian Contract Act, 1872.
Whether the doctrine of frustration under Section 56 of the Indian Contract Act, 1872
discharges the Defendant from further performance due to supervening impossibility?
It is submitted that the Defendant was confronted with an unforeseeable and grave legal
impediment an asserted patent claim by GlobalPay threatening USD 50 million in damages
which made the planned international expansion impossible and illegal. In these circumstances
performance was frustrated and the Defendant stands discharged under Section 56 of the Indian
Contract Act, 1872 (see Satyabrata Ghose v. Mugneeram Bangur & Co. and the principle of
supervening impossibility).
Whether the Plaintiff, having acquired controlling interest and all IP of PayEase, owed a
duty to conduct proper due diligence regarding patent risks, and whether its failure
disentitles it from claiming damages?
It is submitted that by taking operational control and comprehensive IP rights the Plaintiff
assumed responsibility to investigate and manage IP risk. The contract is silent on patent-filing
responsibility and the Plaintiff admits only to “standard procedures.” Its failure to discharge
basic due diligence contributed to the crisis; a party ought not to recover for losses caused or
compounded by its own negligence.
Whether the LinkedIn post made by the Defendant constituted a bona fide expression in
public interest and not a material breach of the Agreement?
It is submitted that the LinkedIn post consisted of a general critique of prevailing VC practices
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and did not disclose confidential business particulars of the Plaintiff. Clause 7’s blanket bar on
public statements is overly broad and contrary to public policy. The post was bona fide
expression and cannot be treated as a material contractual breach warranting the extreme
remedies sought by the Plaintiff.
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Arguments Advanced
1. Whether the Investment and Partnership Agreement dated 15.08.2024 is voidable on grounds
of being unconscionable and executed without free consent of the Defendant?
1.1 According to the Indian Contract Act, 1872, Relevant Sections have been reproduced:
1.1.1 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.”
1.1.2 13 Consent defined “Two or more persons are said to consent when they agree upon
the same thing in the same sense.”
1.1.3 14 “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.”
1.1.3 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 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
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(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.
1.2 In the present case, the Plaintiff compelled the Defendant to execute the contract immediately
via e-mail on 15.08.2024, leaving no opportunity for negotiation. The terms of the Agreement
themselves reveal its unconscionable character. For instance:
1.2.1 Clause 3 provided a 12-year lock-in period during which the Defendant could not exit.
1.2.2 Clause 4 imposed a 10-year non-compete, preventing the Defendant from working in the
same sector.
1.2.3 Clause 5 vested 51% control and complete ownership of intellectual property in the
Plaintiff, leaving the Defendant powerless.
1.2.4 Clause 6 allowed for complete forfeiture of the Defendant’s 49% equity in case of breach,
regardless of proportionality.
1.3 Such harsh and one-sided clauses are oppressive and exploitative. In Central Inland Water
Transport Corporation Ltd. v. Brojo Nath Ganguly (AIR 1986 SC 1571), the Hon’ble Supreme
Court struck down unfair contract terms as opposed to equity, fairness, and good conscience.
1.4 Therefore, the Counsel for the Defendant humbly submits that the Agreement dated
15.08.2024 is voidable at the option of the Defendant under Sections 10, 13, 14, 16 and 19 of
the Indian Contract Act, 1872, as it was executed without genuine free consent and is
unconscionable in nature.
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2. Whether the doctrine of frustration under Section 56 of the Indian Contract Act, 1872
discharges the Defendant from further performance due to supervening impossibility?
2.1 The Counsel for the Defendant submits that the Agreement dated 15.08.2024 stood
discharged due to frustration under Section 56 of the Indian Contract Act, 1872, which
provides:
2.1.1 56. Agreement to do impossible act. An agreement to do an act impossible in itself is
void.
Contract to do an act afterwards becoming impossible or unlawful. 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.
2.2 In the instant case, the Defendant received a legal notice from GlobalPay Corp. on
28.04.2025, alleging patent infringement and threatening damages of USD 50 million. The
Clarifications further confirm that both PayEase and GlobalPay were only at the “patent
pending” stage, and the Agreement was silent on responsibility for patent filings. Proceeding
with international expansion under such imminent risk was not only commercially impracticable
but also unlawful.
2.3 The Counsel for the Defendant places reliance on Satyabrata Ghose v. Mugneeram Bangur
& Co. (AIR 1954 SC 44), wherein the Hon’ble Supreme Court held that the doctrine of
frustration applies when unforeseen events destroy the foundation of the contract and make its
performance impracticable or illegal. Similarly, in the present case, the very foundation of the
Agreement international expansion of PayEase was rendered impossible by the patent dispute.
2.4 The Counsel further relies upon Energy Watchdog v. Central Electricity Regulatory
Commission (2017) 14 SCC 80, where the Court observed that a contract is frustrated when
supervening events radically change the obligations originally undertaken. Here, the expansion
which was central to the Agreement became impossible due to circumstances wholly beyond the
Defendant’s control.
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2.5 Thus, in view of Section 56 of the Indian Contract Act, 1872, and the principles laid down by
the Hon’ble Supreme Court, the Counsel for the Defendant respectfully submits that the contract
stood discharged by frustration, and the Defendant cannot be held liable for non-performance of
the Agreement.
3. Whether the Plaintiff, having acquired controlling interest and all IP of PayEase, owed a
duty to conduct proper due diligence regarding patent risks, and whether its failure
disentitles it from claiming damages?
3.1 The Counsel for the Defendant most humbly submits that once the Plaintiff acquired
controlling interest and all intellectual property of PayEase under the Agreement dated
15.08.2024, it assumed a duty to conduct proper due diligence regarding patent risks. The failure
of the Plaintiff to discharge this duty disentitles it from claiming damages against the Defendant.
3.1.1 According to Section 73 of the Indian Contract Act, 1872:
“When a contract has been broken, the party who suffers by such breach is entitled to receive
compensation for any loss or damage which naturally arose in the usual course of things from
such breach, or which the parties knew, when they made the contract, to be likely to result from
the breach.”
The explanation makes clear that a party cannot claim compensation for losses caused by its own
neglect.
3.2 In the present case:
3.2.1 Clause 5 of the Agreement provided for complete transfer of intellectual property rights of
PayEase to the Plaintiff.
3.2.2 Clause 3 created a 12-year lock-in, binding the Defendant to the venture.
3.2.3 Clause 6 enabled forfeiture of the Defendant’s entire 49% equity in case of breach.
Having secured majority control and ownership of PayEase’s IP, the Plaintiff bore the
responsibility to protect and safeguard the company from foreseeable risks, particularly patent
disputes.
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3.3 The Clarifications expressly state that the Agreement was silent on responsibility for patent
filings, and that the Plaintiff “followed only standard procedures.” In a rapidly evolving fintech
market, where blockchain patents were pending, standard procedures were grossly inadequate.
The Plaintiff’s negligence in failing to address this risk directly caused the notice dated
28.04.2025 by GlobalPay Corp. demanding USD 50 million in damages.
3.4 The Counsel for the Defendant relies on B.O.I. Finance Ltd. v. Custodian (1997 10 SCC
488), wherein the Hon’ble Supreme Court held that financial institutions must act with due
diligence and care, and cannot shift the consequences of their negligence onto others. Similarly,
in ICICI Bank Ltd. v. Official Liquidator (2010 10 SCC 1), the Court reiterated that powerful
commercial entities bear a higher duty of scrutiny and responsibility.
3.5 Applying these principles, it is clear that the Plaintiff, having exercised controlling power
and IP ownership, was in the best position to discover and prevent the patent risk. Its failure to
do so constitutes negligence, and therefore disentitles it from claiming damages from the
Defendant under Section 73 of the Indian Contract Act, 1872.
3.6 Hence, the Counsel for the Defendant respectfully submits that the Plaintiff cannot seek
damages for losses arising from its own lack of diligence, and the Defendant cannot be held
liable for the same.
4. Whether the LinkedIn post made by the Defendant constituted a bona fide expression in
public interest and not a material breach of the Agreement?
4.1 The Counsel for the Defendant most humbly submits that the LinkedIn post made by the
Defendant does not amount to a material breach of the Agreement dated 15.08.2024, but was a
bona fide expression protected under the fundamental right to freedom of speech and expression.
4.2 Article 19(1)(a) of the Constitution of India guarantees to all citizens the right to freedom
of speech and expression. Any contractual clause which imposes a blanket prohibition on such
expression is inconsistent with constitutional values and is therefore unenforceable.
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4.2.1 Clause 7 of the Agreement sought to restrict the Defendant from making any public
statements without prior approval from the Plaintiff. Such a restriction is manifestly overbroad,
restrains fair criticism, and violates the spirit of Article 19(1)(a).
4.3 The Counsel relies on LIC of India v. Consumer Education & Research Centre (AIR 1995
SC 1811), where the Hon’ble Supreme Court held that freedom of contract cannot override
public interest and constitutional guarantees. Similarly, in Percept D’Mark (India) Pvt. Ltd. v.
Zaheer Khan (2006) 4 SCC 227, it was held that contractual restraints on professional liberty
are void.
4.4 In the instant case, the Defendant’s LinkedIn post did not reveal confidential information or
trade secrets, but only highlighted the challenges faced by young entrepreneurs in the venture
capital ecosystem. This was a genuine act in public interest, aligned with the right under Article
19(1)(a), and not a malicious or defamatory statement.
4.5 Furthermore, under Section 73 of the Indian Contract Act, 1872, damages are recoverable
only for actual loss arising from a breach. The Plaintiff has failed to show any direct or
quantifiable loss caused by the Defendant’s post, Counsel on behalf of defendant represented the
exact linkedin post
“The venture capital ecosystem is broken. Young entrepreneurs with genuine innovations are
being trapped in predatory contracts by wealthy VCs who care nothing about the founders’
wellbeing or the long-term sustainability of businesses. They promise support and mentorship
but deliver exploitation and unrealistic expectations. The system needs to change.”
It clearly shows that the Defendant expressed his emotional stress without any intention to cause
defamatory harm to the company’s image.
4.6 Hence, the Counsel for the Defendant respectfully submits that the LinkedIn post was a bona
fide expression in public interest, protected by Article 19(1)(a), and does not constitute a material
breach of the Agreement.
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PRAYER
In light of the facts and submissions made above, and in the interests of justice, equity and good
conscience, the Counsel for the Defendant most humbly prays before this Hon’ble High Court
that it may be pleased to:
1. Hold and declare that the Investment and Partnership Agreement dated 15.08.2024 is
voidable at the option of the Defendant, having been executed without free consent and
containing unconscionable terms;
2. Hold that the Agreement stood discharged under Section 56 of the Indian Contract Act,
1872, owing to supervening impossibility caused by the patent dispute with GlobalPay
Corp.;
3. Hold that the Plaintiff, having acquired controlling interest and all intellectual property of
PayEase, failed in its duty to conduct due diligence, and is therefore disentitled from
claiming damages;
4. Hold that the LinkedIn post made by the Defendant was a bona fide expression in public
interest and does not constitute a material breach of the Agreement;
5. Dismiss the claims raised by the Plaintiff in entirety;
6. Pass such other order(s) as this Hon’ble High Court may deem fit in the facts and
circumstances of the present case.
And for this act of kindness, the Defendant, as in duty bound, shall ever pray.
(Counsel of Defendant)
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