INTRA MOOTxMEDIATE’ 23 COMPETITION

NMIMS SCHOOL OF LAW, BANGLORE

In the Hon’ble Commerical Court of

Bengaluru, India

Civil Appeal no. ______/ 2022

UNDER SEC. 6 OF THE COMMERCIAL COURTS ACT, 2015 READ WITH
SEC. 20(a) OF THE CODE OF CIVIL PROCEDURE, 1908

IN THE MATTER BETWEEN

Data Is Gold Pvt. Ltd ……….Plaintiff

VERSUS

Closed AI Pvt. Ltd .…….Defendant

MEMORIAL ON BEHALF OF THE DEFENDANT

1 Team Code- 06
MEMORIAL ON BEHALF OF THE DEFENDANT
 TABLE OF CONTENTS

LIST OF ABBREVIATIONS................................................................................................................3
INDEX OF AUTHORITIES..................................................................................................................4
STATEMENT OF JURISDICTION......................................................................................................8
STATEMENT OF FACTS.....................................................................................................................9
STATEMENT OF ISSUES..................................................................................................................11
SUMMARY OF ARGUMENTS.........................................................................................................12
ARGUMENT ADVANCED................................................................................................................13
1. WHETHER THE TECHNOLOGY DEVELOPMENT AGREEMENT GENERATED
BETWEEN THE PARTIES BY AI IS A VALID CONTRACT UNDER THE INDIAN
CONTRACT ACT, 1872?..............................................................................................................13
1.1 The contract violates Sec. 29 of Indian Contract Act 1872...................................13
1.1.1 The contract prompt is vague and uncertain.............................................................13
1.1.2 The contract does not concur with Penta objective test...................................................14
1.2 Exclusion of consensus ad idem between parties violates Sec. 10 of Indian
contract act.......................................................................................................................15
1.2.1 AI does not represent the clear intention of the parties.............................................16
1.2.2 The contract is devoid of clear understanding of interpretation................................18
2. WHETHER CAI HAS BREACHED THE CONFIDENTIALITY OBLIGATIONS AS
PRESCRIBED UNDER CLAUSE 16 OF THE TECHNOLOGY DEVELOPMENT
AGREEMENT?.............................................................................................................................19
2.1 The confidentiality clause suffers from vagueness.............................................................19
2.2 Terms and conditions of LLMs fulfil reasonable standard of care.....................................20
2.2.1 Large Language Models are an industry standard practice........................................21
3. WHETHER CAI IS LIABLE TO PAY DAMAGES UNDER SEC. 73 OF THE INDIAN
CONTRACT ACT, 1872?..............................................................................................................22
3.1 The claimed damages are unforeseeable and remote in nature.....................................22
3.1.1 Procurement and sharing of information by LLMs is an improbable measure.....22
3.2 The Claimed Damages do not concur with the Sec. 73 of the Indian Contract Act,
1872. …...23
3.2.1 The claimed damages fail the test of Remoteness.................................................24
PRAYER ............................................................................................................................................26

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MEMORIAL ON BEHALF OF THE DEFENDANT
 LIST OF ABBREVIATIONS

ABBREVIATIONS EXPANDED FORMS

AIR All India Reporter
SCC Supreme Court Cases
HC High Court
IPC Indian Penal Court
CrPC Criminal Procedure Code
SC Supreme Court
U.O.I Union of India
V. Versus
Sec. Section.
¶ Paragraph.
¶¶ Paragraphs.
Hon’ble Honourable
A.I Artificial Intelligence
LLM Large Language Model
GPT Generative Pre-Trained Transformer
DP Differential Privacy

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MEMORIAL ON BEHALF OF THE DEFENDANT
 INDEX OF AUTHORITIES

Cases

Attorney General of the Virgin Islands v. Global Water associates [2020] UKSC 18.............24
Banner Health System v. NLRB, No. 15-1245 (D.C. Cir. 2017).............................................19
Bharat Aluminium Company v. Kaiser Aluminium Technical Services INC, (2016) 4 SCC
126........................................................................................................................................15
Borowicz v. Chicago Mastic Co. 367 F.2d 751 (7th Cir. 1966..................................................22
Common Cause v. Union of India, 1999 (6) SCC 667.............................................................23
Dhanrajamal Gobindram vs Shamji Kalidas And Co., AIR 1961 SC 1285.............................21
Double Eagle Hotel & Casino v. National Labor Relations Board, 414 F 3d 1249 (10th Cir
2005).....................................................................................................................................19
FDC LIMITED v. TAS MED (INDIA) (P) LTD, CS (COMM) 269/2021..............................21
Frigaliment Importing Co Ltd v. BNS International Sales Corp, 22 Ill.190 F. Supp. 116
(S.D.N.Y. 1960)....................................................................................................................18
Hadley v. Baxendale, [1854] EWHC J70.................................................................................22
Hall v Busst, [1960] HCA 8.....................................................................................................14
Investors Compensation Scheme Ltd v West Bromwich Building, [1997] UKHL 28............18
K.G. Balakrishnan,J. v. John Philipose, AIR 1990 Ker 19......................................................13
Karnataka Power Transmission Corporation Limited v. JSW Energy Limited, 2022 LiveLaw
(SC) 981................................................................................................................................18
Kovuru Kalappa Devara v. Kumar Krishna Mitter, AIR 1945 Mad 10...................................13
Lalit Mahajan S/O Sh Roop Kumar Mahajan v. Travel Guru Head Office, CC/115/2016......21
Madhusudhan Rao v. Lt.Col.Ravi Manan and Anr , MANU/AP/0139/201............................13
Milnes v Gery, (1807) 14 Ves. 40.............................................................................................14
Murphy v. McSorley, [1929] SCR 542...................................................................................14
Mx Media And Entertainment Pte. Ltd. v. M/S. Contagious Online Media Networks Private
Limited, MANU/DE/0625/2021...........................................................................................16
Nabha Power Ltd. (NPL) vs Punjab State Power Corporation, (2018) 11 SCC 508...............15
P14 medical ltd v. Edward Mahon, [2020] EWHC 1823 (QB)...............................................14
Pannalal Janakidas v. Mohanlal & Ors, 1951 AIR 144............................................................22
Quoine v. B2C2, [2020] SGCA(I) 02.......................................................................................16
Raffles v. Wichelhaus , [1864] EWHC Exch J19.....................................................................16

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MEMORIAL ON BEHALF OF THE DEFENDANT
Ram Lal v. Om Parkash & Anr, [Regular Second Appeal no. 87 of 2009], 2021....................14
Ron Ghitter Property Consultants Ltd. v. Beaver Lumber Company Limited, 2003 ABCA 221
..............................................................................................................................................14
Smt. Mayawanti v. Smt. Kaushalya Devi , 1990 SCC (3) 1....................................................16
State of Kerela v. K. Bhaskaran (1997) 5 SCC 432.................................................................22
State of Maharashtra v. Saifuddin Mujjaffarali Saifi, AIR 1994 Bom 4..................................14
Uday Builders v. Gujarat Industrial Development, 2021 2 GLH 110......................................24
Usha devi Chokhani & Anr v. Kusum Surekha & Anr, MANU/WB/1655/2022.....................23

Statutes

The Indian Contract Act, 1872 , §10 , No.9, Acts of Parliament, 1872, (India)................15, 21
The Indian Contract Act, 1872 , §29 , No.9, Acts of Parliament, 1872, (India)..........12, 15, 21
The Indian Contract Act, 1872 , §73 , No.9, Acts of Parliament, 1872, (India)......................21

Books

HENRY CAMPBELL BLACK, BLACK’S LAW DICTIONARY, Pg. 105, 11th ed. 2019, St.
Paul, Minn West publishing co.............................................................................................13
M.P FURMSTON, CONTRACT CASES AND MATERIALS, Oxford 5th edition, (2007). . .17

Articles

Adam Kramer, Remoteness: New Problems with the old test, VERULAM BUILDINGS, (July
02, 2023,11:21 am),
https://3vb.com/wp-content/uploads/old/AK_new_remoteness_test1.pdf...........................23
Akob Mökander, Schuett, J., Hannah Rose Kirk and Floridi, L. AUDITING LARGE
LANGUAGE MODELS: A THREE-LAYERED APPROACH, (2023),
https://doi.org/10.1007/s43681-023-00289-2.......................................................................22
Brendan Juno, What Happens When AI Tries to Write a Legal Contract? ROSE DEJONG...16
Brown, H., Lee, K., Mireshghallah, F., Shokri, R. and Tramèr, F. What Does it Mean for a
Language Model to Preserve Privacy? 2022 ACM CONFERENCE ON FAIRNESS,
ACCOUNTABILITY, AND TRANSPARENCY, (2022),
https://doi.org/10.1145/3531146.3534642............................................................................22
Global Publication, Everyone is using ChatGPT: What does my organization need to watch
out for, NORTON ROSE FULLBRIGHT,(April 2023)

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MEMORIAL ON BEHALF OF THE DEFENDANT
 https://www.nortonrosefulbright.com/en/knowledge/ publications/f2457585/everyone-is-
using-chatgpt-what-does-my-organisation-need-to-watch-out-for......................................19
Jack Shepherd ,ChatGPT for contract drafting: AI vs templates ,SOLICITORS JOURNAL 16
John Cartwright, Remoteness Of Damage In Contract And Tort: A Reconsideration, The
Cambridge Law Journal, (November, 1996), https://www.jstor.org/stable/4508250..........24
John J. Nay, Large Language Models as Fiduciaries, STANFORD UNIVERSITY – CODEX
- CENTER FOR LEGAL INFORMATICS..........................................................................16
John Linarelli , Advanced Artificial Intelligence and Contract, 24 UNIF. L. REV. 330, (2019)
..............................................................................................................................................16
Matthew Oliver, Contracting by Artificial Intelligence: Open Offers, Unilateral Mistakes,
and Why Algorithms Are Not Agents, 2 ANU JOLT 45 (2021)............................................16
Michael D. Scott, Tort Liability for Vendors of Insecure Software: Has the Time Finally
Come?, 67 MD. L. REV. 425, (2008),
http://digitalcommons.law.umaryland.edu/mlr/vol67/iss2/5................................................20
Michael Loy, Legal Liability for Artificially Intelligent “Robot Lawyers”, Vol no. 26.3,
LEWIS & CLARK LAW REVIEW,2022, https://law.lclark.edu/live/files/33853-2638loy 14
Priya Tromans, Remoteness in a claim for damages-how far is too far? ST. IVES
CHAMBERS, (September
2020),https://www.stiveschambers.co.uk/content/uploads/2020/09/Remoteness-in-a-claim-
for-damages-%E2%80%93-how-far-is-too-far-by-Priya-Tromans.pdf................................23
Ryan Abbott, The Reasonable Computer: Disrupting the Paradigm of Tort Liability, 86 GEO.
WASH. L. REV. 1 (2018).....................................................................................................20
Seyfarth Shaw, Spilling Secrets to AI: Does Chatting with ChatGPT Unleash Trade Secret or
Invention Disclosure Dilemmas? , LEXOLOGY, (April 23 2023)
https://www.lexology.com/library/detail.aspx? g=dc3aee60-ac93-44b5-8b43-ef011a88d2f
..............................................................................................................................................19
Vincet OOI, Contracts formed by software: An approach from the law of mistake, CENTRE
FOR AI & DATA GOVERNANCE, (2019),........................................................................16
William E. Foster & Andrew L. Lawson, When to Praise the Machine: The Promise and
Perils of Automated Transactional Drafting, 69 S. C. L. REV. 597, (2018)........................14

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MEMORIAL ON BEHALF OF THE DEFENDANT
 Web Resources

Sr. no Source Web address

1. WEST LAW INDIA www.westlaw.india.com
2. MANUPATRA www.manupatrafast.com
3. SUPREME COURT OF INDIA OFFICIAL www.judis.nic.in
4. JSTOR www.jstor.org
5. SCC ONLINE www.scconline.com
6. Law Insider www.lawinsider.com
7. Merriam Webster www.merriam-webster.com

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MEMORIAL ON BEHALF OF THE DEFENDANT
 STATEMENT OF JURISDICTION

The counsel on behalf of the Defendant humbly submits before the jurisdiction of the
Commercial Court, Bengaluru in response to the suit filed by the plaintiff. The jurisdiction is
invoked under Sec. 6 of The Commercial Courts Act, 2015 read with Sec. 20(a) of The Code
of Civil Procedure,1908.

“Sec. 6 - Jurisdiction of Commercial Court.”

The Commercial Court shall have jurisdiction to try all suits and applications relating to a
commercial dispute of a Specified Value arising out of the entire territory of the State over
which it has been vested territorial jurisdiction.

Explanation.-- For the purposes of this Sec., a commercial dispute shall be considered to
arise out of the entire territory of the State over which a Commercial Court has been vested
jurisdiction, if the suit or application relating to such commercial dispute has been instituted
as per the provisions of Sec.s 16 to 20 of the Code of Civil Procedure, 1908 (5 of 1908).

“Sec. 20 - Other suits to be instituted where defendants reside or cause of action arises”

Subject to the limitations aforesaid, every suit shall be instituted in a Court within the local
limits of whose jurisdiction:

(a) the defendant, or each of the defendants where there are more than one, at the time of the
commencement of the suit, actually and voluntarily resides, or carries on business, or
personally works for gain; or

(b) any of the defendants, where there are more than one, at the time of the commencement of
the suit, actually and voluntarily resides, or carries on business, or personally works for gain,
provided that in such case either the leave of the Court is given, or the defendants who do not
reside, or carry on business, or personally works for gain, as aforesaid, acquiesce in such
institution; or

(c)The cause of action, wholly or in part, arises.

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MEMORIAL ON BEHALF OF THE DEFENDANT
It is further submitted that all procedural requirements have been adhered to in the prescribed
manner. The present, memorandum set forth the facts, contentions and arguments.

STATEMENT OF FACTS

THE PREFACE

Ms. Anarkali Aggarwal, CEO of ‘Data Is Gold Pvt. Ltd.’(DIG), a private limited firm having
its registered office in Bengaluru, met Ms. Shehzaadi Sharma, Chief Technology Officer of
Closed AI Pvt Ltd. (CAI) at Bangalore Turf Club through her accompanying friend Ms.
Rajkumari Cavallo. Thereon Ms. Anarkali was introduced to the idea of “IDLI GPT”, a new
contract generating software developed by Ms. Rajkumari’s husband an advanced AI
algorithm which uses predetermined rules and criteria to generate a contract in its final form.
However, she was also informed of the problem of vagueness and ambiguity in the contract
generation software if the prompt entered is not detailed and sufficiently vague.

Ms. Anarkali engaged in discussion with Ms. Shehzaadi about the potential use of AI to
disrupt industries and was impressed by the knowledge she had in her field along with the
work of her company. Therefore, she decided to offer her a chance to build an Advanced AI
tool capable of understanding and processing human language to extract valuable insights
from vast amounts of textual data. This would be used to make an evolved analytical tool to
their customers. Ms. Shehzaadi assured Ms. Anarkali of her willingness to accept the project
and her capability of delivering it.

MAKING OF CONTRACT

They decided to go to Glen Bakehouse to come towards finality of a deal on the same
evening by discussing commercial terms and deliverables. Both of them were authorised by
their respective companies to negotiate, settle, or enter into any contract on behalf of their
respective companies. At this moment, it was suggested by Ms. Anarkali to use IDLI GPT to
fasten the process and eliminate the need of back-and-forth negotiation.

Thereafter, Ms. Shehzaadi was persuaded by Ms. Anarkali to trust contract formation by AI
after showing hesitation in trusting it. The contract was duly generated by the software and
named ‘Technology Development Agreement’. It was also digitally signed by both of them.
The same evening, they decided to go to Toit to toast to their fast and timely execution of the
contract without the need of any lawyers.
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MEMORIAL ON BEHALF OF THE DEFENDANT
 THE BREACH OF DATA

Both parties commenced work with DIG providing for advance professional fees in a timely
manner. There was also exchange of certain sensitive and confidential information with CAI,
to effectively build and test the new AI system. In the process, CAI’s employees used ‘Chaat
GPT’ an AI language model, to analyse and process the Sensitive Data, aiming to enhance the
software development process. DIG’s employees found out the same sensitive data through
an unrelated search on ‘Chaat GPT’ and summoned the Head of the Legal team for his advice
on the same.

The Head contented that such act of uploading the sensitive data on Chaat GPT was a breach
of confidentiality obligations. It was also discovered that one of the competitors developed a
ready to be launched similar data analytical tool through the same data uploaded on Chaat
GPT. DIG estimated the losses to be INR 5 Crores and also realised that a dispute resolution
clause was missing.

THE NOTICE

A notice for seeking damages stipulated under clause 20 of the contract to the tune of INR 5
Crores was sent by DIG to CAI for the gross violation of the confidentiality clause through
invocation of the liability clause. It was contented by DIG in the notice that the contract is a
legally binding Technology Development Agreement having objective and subjective
validity. The breach of confidential data which is considered sacrosanct in tech atmosphere
and business is a breach of confidentiality under Clause 16 of the Technology agreement. It
was also asserted that knowingly entering of confidential data into LLM is considered
allowing of unauthorized access to 3rd party.

CAI responded that prompt to an AI generated contract made by a human does not amount to
meeting of minds i.e., ‘Consensus Ad Idem’ which is a necessary essential for contract
formation. In addition, CAI was not granted any opportunity to object and modify such broad
confidential obligations. CAI also contented that defects in AI or any liability arising due to
such defects in ML, NLP, and LLM technology does not make them liable under Sec. 73 of
Indian Contract Act as it is not reasonably foreseeable. Additionally, the loss alleged by CAI
by disclosure of information by Chaat GPT’s algorithmic training is to be considered a
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MEMORIAL ON BEHALF OF THE DEFENDANT
remote, incidental, and indirect loss and not a direct consequence. The matter is now pending
before commercial court.

STATEMENT OF ISSUES

I.

Whether the Technology Development Agreement generated between the

Parties by AI is a valid contract under the Indian Contract Act, 1872?

II.

Whether CAI has breached the confidentiality obligations as prescribed under

Clause 16 of the Technology Development Agreement?

III.

Whether CAI is liable to pay damages under Sec. 73 of the Indian Contract Act,
1872?

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MEMORIAL ON BEHALF OF THE DEFENDANT
 SUMMARY OF ARGUMENTS

1. WHETHER THE TECHNOLOGY DEVELOPMENT AGREEMENT GENERATED

BETWEEN THE PARTIES BY AI IS A VALID CONTRACT UNDER THE INDIAN
CONTRACT ACT, 1872?

The counsel on behalf of defendant most humbly submits that there does not exist a valid
contract titled “Technology Development Agreement” as the contract generated by Artificial
Intelligence, ‘Idli GPT’ is vague and uncertain. The contract does not possess consensus ad
idem due to presence of such ambiguity. Artificial intelligence used in the process is not
capable of generating contracts which are feasible of generating consensus ad idem on
important aspects of the contract. The contract does not generate valid interpretations of
terms in the contract. The contract is in violation of Sec. 29 and Sec. 10 of the Indian
Contract Act,1872, which renders the contract void.

2. WHETHER CAI HAS BREACHED THE CONFIDENTIALITY OBLIGATIONS AS

PRESCRIBED UNDER CLAUSE 16 OF THE TECHNOLOGY DEVELOPMENT
AGREEMENT?
The counsel on behalf of defendant most humbly contends that the confidentiality
obligations have not been breached under clause 16 of the Technology Development
Agreement. The agreement suffers from ambiguity and vagueness which renders it
unenforceable. Furthermore, the utilization of Chaat GPT aligns with the contractual terms
and conditions, as it was intended to positively contributed to fulfilling business
commitments. Chaat GPT fulfils the reasonable standard that a company ought to use as a
prudential entity.

3. WHETHER CAI IS LIABLE TO PAY DAMAGES UNDER SEC. 73 OF THE INDIAN

CONTRACT ACT, 1872?
The counsel on behalf of defendant humbly submits that the claimed damages do not fall
under the ambit of Sec. 73 of the Indian contract act, 1872. Usage of Chaat GPT in software
development is an industry standard practice. Breach of data arising from such usage is too
remote and unforeseeable for a reasonable man to forecast. The procurement of data and

12
MEMORIAL ON BEHALF OF THE DEFENDANT
 sharing of information by LLM’s like Chaat GPT is an improbable cause and fail the test of
remoteness in relation to damages. Thus, CAI is not liable to pay damages under Sec 73 of
Indian Contract Act,1872.

ARGUMENT ADVANCED

1. WHETHER THE TECHNOLOGY DEVELOPMENT AGREEMENT GENERATED

BETWEEN THE PARTIES BY AI IS A VALID CONTRACT UNDER THE INDIAN
CONTRACT ACT, 1872?

1.1 The contract violates Sec. 29 of Indian Contract Act 1872.

Sec. 291 of the Indian Contract Act, 1872 renders a contract void in the instance that it is
concluded vague and uncertain.2 The situation of being silent on expression of the terms of a
contract being vague and ambiguous does not entitle a person to not raise a plea in the future
regarding such vagueness.3 The counsel humbly submits that the present contract is vague
and uncertain with regard to contract formation due to the usage of various ambiguous words
in contract prompt4 like ‘balanced’, ‘keeping in mind interests of both the parties’, ‘free to
decide commercial terms and technical terms’. Therefore, in the wake of violation of Sec. 29
of the Indian Contract Act 1872, the contract should be rendered completely void.

1.1.1 The contract prompt is vague and uncertain

The Black law dictionary construes ambiguousness in the following words, “A contract or a
provision in a contract is ambiguous if it is reasonably susceptible to more than one
interpretation or construction.”5 The counsel humbly contests before this this Hon’ble Court
that the Artificial Intelligence generated contract presents a dire situation of uncertainty and
vagueness . Such vagueness arises due to the usage of words in the prompt which are
susceptible to more than one interpretation. The cardinal rule of intention was clearly
established in the case of Madhusudhan Rao vs Lt.Col.Ravi Manan and Anr6 that

1
The Indian Contract Act, 1872 , §29 , No.9, Acts of Parliament, 1872, (India).
2
Kovuru Kalappa Devara v. Kumar Krishna Mitter, AIR 1945 Mad 10
3
K.G. Balakrishnan,J. v. John Philipose, AIR 1990 Ker 198
4
¶ 14
5
HENRY CAMPBELL BLACK, BLACK’S LAW DICTIONARY, Pg. 105, 11th ed. 2019, St. Paul, Minn West
publishing co
6
 Madhusudhan Rao v. Lt.Col.Ravi Manan and Anr , MANU/AP/0139/2015
13
MEMORIAL ON BEHALF OF THE DEFENDANT
although clear and unambiguous words prevail over the intention, the intention would prevail
if the words do not seem clear or unambiguous.

A contract is only implied when the stipulations and contemplation of parties are clear; but in
the absence of such clarity, the courts refuse to read an implied term into a contract which is
silent on the point or does not clearly indicate such nature of terms. 7 Such contracts are
unenforceable due to presence of uncertainty.8 The same landmark principle has been
elucidated in Milnes v Gery9. It has been established in case of Murphy v. McSorley10 that,
the thought of parties being dutiful towards engaging in such a contract is of no purpose as
the law renders it as invalid.

In the present case, the essential terms of the contract have not been settled by the parties and
do not possess a balanced intention to contract. The parties at hand were not allowed to object
or modify the Confidentiality and Liability clauses 11 even when such clauses are classified as
too broad for being relevant.12 All the material aspects of a contract in this case have been left
to speculation which is deemed to be void in all circumstances 13. The explicit instruction of
the possibility of ‘Idli GPT’ generating a vague contract was duly mentioned to the parties if
the prompt is not detailed and sufficiently vague. 14 The contract which was generated as a
result in a final form suffers from such ambiguity and uncertainty and does not take into
account intention of the parties from the start rendering the contract completely void.

1.1.2 The contract does not concur with Penta objective test.

The counsel humbly pleads that the Artificially generated contract does not concur with
objective tests in the present circumstances. The principle of “The Officious Bystander” was
duly deliberated upon in Ron Ghitter Property Consultants Ltd. v. Beaver Lumber
Company Limited,15 which provided that the test for the court is to judge whether an
objective reasonable bystander is able to determine the material facts and essential terms of
contract with reasonable standards of certainty.

7
State of Maharashtra v. Saifuddin Mujjaffarali Saifi, AIR 1994 Bom 48
8
Hall v Busst, [1960] HCA 84
9
Milnes v Gery, (1807) 14 Ves. 400
10
Murphy v. McSorley, [1929] SCR 542
11
¶ 26
12
P14 medical ltd v. Edward Mahon, [2020] EWHC 1823 (QB)
13
Ram Lal v. Om Parkash & Anr, [Regular Second Appeal no. 87 of 2009], 2021
14
¶8
15
Ron Ghitter Property Consultants Ltd. v. Beaver Lumber Company Limited, 2003 ABCA 221
14
MEMORIAL ON BEHALF OF THE DEFENDANT
Commercially produced documents are subject to fallibility if there is absence of adequate
knowledge of legal principles and scrutinization of provisions; Such failure to scrutinize
creates legal problems for the client.16 Generation of contracts through applications which
conduct usage though artificial intelligence cannot perform such scrutiny or provide effective
counsel, which is why such drafting requires the person to use care in selecting language and
prompts.17 Thus a reasonable man would never intend to use such software without human
intervention of persons capable of application of legal principles and scrutinization of
provisions18. In the matter of Bharat Aluminium Company V/s Kaiser Aluminium
Technical Services INC19, it was held that the legal quality or perfection of the document is
comparatively low of documents made by laymen who have no knowledge of law or
expertise in the field. The time-honoured principle of “The Penta Test” to define
interpretability of contract was used in Nabha Power Ltd. (NPL) vs Punjab State Power
Corporation20 lays down the following points:

(1) It must be reasonable and equitable; (2) It must be necessary to give business efficacy to
the contract, so that no term will be implied if the contract is effective without it; (3) It must
be so obvious that ‘it goes without saying’ (4) It must be capable of clear expression; (5) It
must not contradict any express term of the contract.

In the present case, the contract has been drafted by people possessing low legal quality in
terms of drafting of the contract21. Additionally, the recommended IICA drafting principles
and guidelines have not been followed by the AI contract generator such as specification of
Dispute resolutions mechanisms, clear and agreed upon industry phrases to be used and
defining of important terms of the contract separately.22 It is because of prevalence of such
facts that the conditions of clear expression and reasonable bystander included in Penta Test
have been violated.

1.2 Exclusion of consensus ad idem between parties violates Sec. 10 of Indian contract
act.

16
William E. Foster & Andrew L. Lawson, When to Praise the Machine: The Promise and Perils of Automated
Transactional Drafting, 69 S. C. L. REV. 597, (2018)
17
Ibid
18
Michael Loy, Legal Liability for Artificially Intelligent “Robot Lawyers”, Vol no. 26.3, LEWIS & CLARK
LAW REVIEW,2022, https://law.lclark.edu/live/files/33853-2638loy
19
Bharat Aluminium Company v. Kaiser Aluminium Technical Services INC, (2016) 4 SCC 126
20
Nabha Power Ltd. (NPL) vs Punjab State Power Corporation, (2018) 11 SCC 508
21
¶ 14
22
IICA(Indian Institute of Corporate Affairs), https://iica.nic.in/images/presentation/Drafting-of-Commercial-
Contracts.pdf, (31st July, 2023)
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MEMORIAL ON BEHALF OF THE DEFENDANT
The counsel humbly submits that a lack of consensus ad idem in the making of the contract is
contrary to the intent of Sec. 1023 of the Indian Contract Act, 1872. Black law dictionary
defines consensus ad idem as “An agreement of parties to the same thing ; a meeting of
minds.”24

The landmark case of Raffles v. Wichelhaus25 had expounded the principle of consensus ad
idem that a failure on the part of parties to agree to same things in the same sense will render
a contract void. A contract is deemed a valid contract even if it does not fulfil the obligations
of signing by both of the parties, however consensus ad idem is a necessary component;
whose importance is of such paramount nature that its nonexistence renders the contract
invalid.26 The burden of showing such consensus ad idem in relation to stipulations of
contract is on the plaintiff and if these stipulations are reasoned to be uncertain and vague, the
contract is regarded as being non-existent.27

1.2.1 AI does not represent the clear intention of the parties.

In the well-established landmark case of Quoine v. B2C2 28 it was decided by the court that:
“Mere Algorithmic programmes do not have a mind of their own and work in a preordained
manner without thinking why they are doing it or what external events may cause them to
operate in the way that they do.”

The case also remarked on the failure of Quoine to include specific clauses in the agreement
to prevent liability. AI in each level possible is not capable of writing desired outcomes
exhaustively as describing intentions in a comprehensive manner through AI is intractable. 29
The generation of words through Artificial intelligence is to be interpreted as only words
which upon forming a sentence make some sense rather than legal advice or contractual

23
The Indian Contract Act, 1872 , §10 , No.9, Acts of Parliament, 1872, (India).
24
HENRY CAMPBELL BLACK, BLACK’S LAW DICTIONARY, Pg. 337, 11th ed. 2019, St. Paul, Minn West
Publishing Co
25
Raffles v. Wichelhaus , [1864] EWHC Exch J19
26
Mx Media And Entertainment Pte. Ltd. v. M/S. Contagious Online Media Networks Private Limited,
MANU/DE/0625/2021
27
Smt. Mayawanti v. Smt. Kaushalya Devi , 1990 SCC (3) 1
28
Quoine v. B2C2, [2020] SGCA(I) 02
29
John J. Nay, Large Language Models as Fiduciaries, STANFORD UNIVERSITY – CODEX - CENTER FOR
LEGAL INFORMATICS, (January 23, 2023), http://law.stanford.edu/wp-content/uploads/2023/01/Large-
Language-Models-as-Fiduciaries.pdf
16
MEMORIAL ON BEHALF OF THE DEFENDANT
obligations which make sense upon formation.30 Expert opinion regarded such contracts
deemed to be uncertain to the extent that they would be unenforceable in the court of law.31

Artificial Intelligence is also incapable of developing cohesive and well-defined contracts as

the data used in the processing is inadvertently not latest in nature. 32 Making the user liable
for the use of AI under the ‘mere tools theory’ would raise the commercial stakes of business
to fairly high-risk level making it unfair and difficult for the commercial transactions to
prosper.33 The Chinese room experiment illustrates the problem of computers not
understanding the meaning or semantics of the outputs they produce when they practice
contract formation without any human intervention through artificial intelligence. 34 The
words of Patrick Atiyah clearly summarize the contention being placed that AI is not capable
able to fully grasp the intent of the parties even if a contract is deemed signed by both
parties :

“The main purpose here is to ensure that the contracts do indeed have the full consent and
understanding of the consumer. ………. But I would go much further, and suggest that
there is nothing in Freedom of Contract ideology which requires us to accept without
question the binding validity of pages of small print, simply because they are signed by
contracting parties, whether they are consumers or even commercial organisations. The
truth perhaps is that the practical convenience of treating signed printed forms as binding
on the parties is so great that we have far too readily accepted these forms as conclusive
evidence of what the parties really intended. This may well have been a wrong turning
from the beginning, and if modern protective legislation is ever to be challenged by the New
Right, some fundamental rethinking on this question will surely be in order.”35

Similarly, in the present case, it can be clearly observed that usage of boilerplate clauses and
drafting of contracts without legal human intervention has led to a core issue of contract
generation being vague and uncertain. The absence of dispute resolution clauses 36, non-
30
Jack Shepherd ,ChatGPT for contract drafting: AI vs templates ,SOLICITORS JOURNAL, (February 09,
2023), https://www.solicitorsjournal.com/sjarticle/chatgpt-for-contract-drafting-ai-vs-templates
31
Matthew Oliver, Contracting by Artificial Intelligence: Open Offers, Unilateral Mistakes, and Why
Algorithms Are Not Agents, 2 ANU JOLT 45 (2021), https://anujolt.org/article/24466-contracting-by-artificial-
intelligence-open-offers-unilateral-mistakes-and-why-algorithms-are-not-agents
32
Brendan Juno, What Happens When AI Tries to Write a Legal Contract? ROSE DEJONG, (April 18, 2023)
https://rosedejong.com/what-happens-when-ai-tries-to-write-a-legal-contract/
33
Vincet OOI, Contracts formed by software: An approach from the law of mistake, CENTRE FOR AI & DATA
GOVERNANCE, (2019), https://ink.library.smu.edu.sg/cgi/viewcontent.cgi?article=1002&context=caidg
34
John Linarelli , Advanced Artificial Intelligence and Contract, 24 UNIF. L. REV. 330, (2019) ,https://
digitalcommons.tourolaw.edu/cgi/viewcontent.cgi?article=1751&context=scholarlyworks
35
M.P FURMSTON, CONTRACT CASES AND MATERIALS, Oxford 5th edition, (2007)
36
¶ 24
17
MEMORIAL ON BEHALF OF THE DEFENDANT
definition of terms37 and automatic digital signing of contract leading to non-review of
contract by legal professions38 warrants to conclude that there does not exist any consensus ad
idem between parties.

1.2.2 The contract is devoid of clear understanding of interpretation.

The counsel humbly pleads that the contract generated through Artificially intelligence does
not possess the necessary consensus on interpretation of terms. Lord Hoffman’s concept of
interpretation in the case of Investors Compensation Scheme Ltd v West Bromwich
Building39 holds a prevailing relevance in relation to the above contract :

“Interpretation is the ascertainment of the meaning which the document would convey to a
reasonable person having all the background knowledge which would reasonably have been
available to the parties in the situation in which they were at the time of the contract”

The established rule on the concluding nature of a contract rests on the fact that all parties are
ad idem on all essential terms; any failure on ad-idem on any essential terms prove a contract
as futile and void.40 It is important for the parties to specify the background and conditions of
terms while contracting, as a non-reasonable interpretation of terms would lead to confusion
between the parties with respect to the obligatory duties of the contract and render it void.41

The contract in the present case is not ad idem on the essential clauses of liability and
confidentiality as the liability clause.42 The usage of wordings “free to decide commercial and
technical terms on your own as long as they are balanced” in the prompt points to a clear
violation of consensus ad idem as interpretation of words ‘balanced’, ‘commercial and
technical terms’ and ‘interests of parties’ are subject to more than one interpretation in a
reasonable sense. The clauses interpret confidential information and the beneficiaries privy to
such information in a broad and ambiguous manner.

37
¶ 14
38
¶ 15 and Clarification no. 3
39
Investors Compensation Scheme Ltd v West Bromwich Building, [1997] UKHL 28
40
Karnataka Power Transmission Corporation Limited v. JSW Energy Limited, 2022 LiveLaw (SC) 981
41
Frigaliment Importing Co Ltd v. BNS International Sales Corp, 22 Ill.190 F. Supp. 116 (S.D.N.Y. 1960)
42
¶ 16
18
MEMORIAL ON BEHALF OF THE DEFENDANT
 2. WHETHER CAI HAS BREACHED THE CONFIDENTIALITY OBLIGATIONS AS
PRESCRIBED UNDER CLAUSE 16 OF THE TECHNOLOGY DEVELOPMENT
AGREEMENT?

The counsel humbly pleads that the Defendant has not breached any confidentiality
obligations as prescribed under “Technology Development Agreement”. Clause 16 43 of
the agreement suffers from ambiguity and vagueness which renders it unenforceable. The
usage of words ‘may include’ and ‘but is not limited to’ opens the scope of interpretation
of these words to an infinite extent. Additionally, the usage of Chaat GPT is in
compliance with the terms and conditions of the contract as the constructive intent was to
further business obligations. The confidential agreement in the present scenario is devoid
of any substantive merit and enforcement.

2.1 The confidentiality clause suffers from vagueness

The Technological Development agreement constitutes various clauses which were made
through Artificial Intelligence powered Contract generator-‘Idli GPT’44. Black’s law
Dictionary substantiates the meaning of confidential as ‘Intrusted with the confidence of
another or with his secret affairs or purposes; intended to be held in confidence or kept
secret.’45

The essence of trust and secretness is demolished upon the introduction of vague, ambiguous
and imprecise terms; the confidential information should not be drafted in a broad manner.46
The established rule regarding confidentiality relates to the presence of clear and ambiguous
words.47 The detrimental effects of the clause running indefinitely and having a larger than
usual ambit of what may constitute as confidential renders it unenforceable in law.48 In the
case of Banner Health System v. NLRB49, it was determined that a confidential agreement
with broad descriptions of ‘private employee information’ , referencing ‘salaries’ and
‘disciplinary action’ are too broad to be considered as an appropriate and conscionable
agreement.

43
¶ Annexure B 16.1
44
¶ 14
45
HENRY CAMPBELL BLACK, BLACK’S LAW DICTIONARY, Pg. 370, 11th ed. 2019, St. Paul, Minn West
publishing co
46
Double Eagle Hotel & Casino v. National Labor Relations Board, 414 F 3d 1249 (10th Cir 2005).
47
Supra n.12
48
Ibid
49
Banner Health System v. NLRB, No. 15-1245 (D.C. Cir. 2017)
19
MEMORIAL ON BEHALF OF THE DEFENDANT
In the present case, the definition of ‘confidential information’ is overtly vague and
overbroad. The clause neither indicates what may come under confidential information nor
provides a reasonable stop to the covering of any information as confidential. Thus, it is
unenforceable in the present circumstances.

2.2 Terms and conditions of LLMs fulfil reasonable standard of care

Standard of care refers to, ‘the degree of care or competence that one is expected to exercise
in a particular circumstance or role’50

API access data policy states that customer data is not used for training/tuning the model, but
is kept for up to 30 days for abuse and misuse monitoring. 51 API access refers to access via
ChatGPT’s API, which developers can integrate into their applications, websites, or
services. Non-API access refers to accessing ChatGPT via the website.52

GPT-3 characterizes itself as a data processor of the enterprise user which enters data into a
processing addendum. This addendum includes a security schedule and provides for the
return of personal data on termination of the; it also does not apply to other input data. 53 The
clarifications provide that The Technology Development Agreement was generated by “Idli
GPT”; a contract generating software which is a GPT-3 (Generative Pre-trained
Transformer).54 Terms and conditions of the above software provides striking similarities
towards one among many famous software using GPT-3 i.e., Chat GPT; which clearly state
that-

 “Any content send to or get from our API (hence, "API Content") isn't used to develop or
improve the services we provide to you. To help develop and improve our Services, we may
use Materials from sources apart from our API ("Non-API Content"). You can opt out by
carrying out the specified form if you do not want your Non-API Content to be used to
enhance  Services.”55

50
MERRIAM WEBSTER, STANDARD OF CARE ,https://www.merriam-webster.com/legal/
standard%20of%20care
51
Seyfarth Shaw, Spilling Secrets to AI: Does Chatting with ChatGPT Unleash Trade Secret or Invention
Disclosure Dilemmas? , LEXOLOGY, (April 23 2023) https://www.lexology.com/library/detail.aspx?
g=dc3aee60-ac93-44b5-8b43-ef011a88d2f3
52
Ibid
53
Global Publication, Everyone is using ChatGPT: What does my organization need to watch out for, NORTON
ROSE FULLBRIGHT,(April 2023) https://www.nortonrosefulbright.com/en/knowledge/
publications/f2457585/everyone-is-using-chatgpt-what-does-my-organisation-need-to-watch-out-for
54
Clarification no. 1
55
OPEN AI, TERMS OF USE- CHAT GPT , https://openai.com/policies/terms-of-use%20-
20
MEMORIAL ON BEHALF OF THE DEFENDANT
LLMs do not use the user data for training purposes as stated above in Section 3(c) of Open
AI “Terms of Use”. Thus, when CAI employee used Chaat GPT, it was not foreseeable to
them that the sensitive data will get leaked.

2.2.1 Large Language Models are an industry standard practice

Large Language Models are an essential unit of the software development industry due to the
immense savings of time and money that they present to a prudential company in industry. 56
Usage of such LLMs is an integral practice that helps in better testing and coding of
software.57 In effect they present a norm as to how a reasonable company in a software
development industry would approach the problem of developing software through the usage
of AI.58

Industry Standard practice has been held to be a vital component for courts to decide whether
a company acted in a reasonable manner or not for a provided situation. 59 When the terms of
the commercial contract do not explicitly warrant the use of something, the courts have to
look towards the commercial custom or usage to determine the act as reasonable or out of
scope.60

A good industry practice is associated with usage of those standards and practices which
conform to the pedigrees of lawful conformity of diligence and skill. 61 It must allow a
reasonable person to engage in those methods which the industry allows to be practiced due
to the nature of the work present.62 It is the basic norm that allows a company to determine
whether the stand taken is that of a reasonable man.63

Thus, using of Chaat- GPT was an essential practice on behalf of defendants to further
business obligations64 and provide for a speedy software development. It was a reasonable
and necessary requirement to use such LLM’s which have been used in the past to develop
software by the defendants too.65
56
Ryan Abbott, The Reasonable Computer: Disrupting the Paradigm of Tort Liability, 86 GEO. WASH. L. REV.
1 (2018)
57
Ibid
58
Michael D. Scott, Tort Liability for Vendors of Insecure Software: Has the Time Finally Come?, 67 MD. L.
REV. 425, (2008), http://digitalcommons.law.umaryland.edu/mlr/vol67/iss2/5
59
Fdc limited v. Tas Med (India) (p) ltd, CS (COMM) 269/2021
60
Dhanrajamal Gobindram vs Shamji Kalidas And Co., AIR 1961 SC 1285
61
LAW INSIDER, Good Industry Practice, https://www.lawinsider.com/dictionary/good-industry-practice
62
Ibid
63
Lalit Mahajan S/O Sh Roop Kumar Mahajan v. Travel Guru Head Office, CC/115/2016
64
Clause 16.2, Annexure B
65
Clarification no. 11
21
MEMORIAL ON BEHALF OF THE DEFENDANT
 3. WHETHER CAI IS LIABLE TO PAY DAMAGES UNDER SEC. 73 OF THE INDIAN
CONTRACT ACT, 1872?

The counsel humbly pleads that the damages sought by the plaintiff for the alleged breach of
contract is unforeseeable and remote. The extend of such remote and proximate damages are
not covered under the Sec. 73 of the Indian Contract Act, 1872. 66 The leading exception rule
on consequential damages has been carefully deliberated upon in the case of Hadley v.
Baxendale67 which regard such remote and unforeseen damages as out of the purview of any
sort of compensation for damages sought.

3.1 The claimed damages are unforeseeable and remote in nature

The Black’s law Dictionary defines remoteness as, “Want of close connection between a
wrong and the injury which prevents the party injured from claiming compensation from the
wrongdoer.”68 Additionally, the definition of remote cause69 provides for a greater
understanding of remoteness in relation to legal injury suffered by a person, “In the law of
negligence with respect to injury or accident. A cause which would not according to
experience of Mankind, lead to the event which happened.”

In the landmark case of Pannalal Janakidas v. Mohanlal & ors 70 it was held that damages
should be the ultimate result of the flow from direct causation and not of indirect causation.

It is outside the scope of law to judge all causes and consequences of any or every wrongful
act that takes place, hence, the application of the principle of ‘restitutio in integrum’ comes in
play through remoteness of damage rule71. The Kerala High Court observed in State of Kerala
v. K. Bhaskaran72 that, liability is only for natural and proximate damages arising from a
breach and a normally prudent person has full knowledge and can foresee a probable
consequence.

3.1.1 Procurement and sharing of information by LLMs is an improbable measure.

66
The Indian Contract Act, 1872 , §73 , No.9, Acts of Parliament, 1872, (India).
67
Hadley v. Baxendale, [1854] EWHC J70 
68
Supra n. 24
69
Ibid
70
Pannalal Janakidas v. Mohanlal & Ors, 1951 AIR 144
71
Ibid
72
State of Kerela v. K. Bhaskaran (1997) 5 SCC 432
22
MEMORIAL ON BEHALF OF THE DEFENDANT
In the case of Borowicz v. Chicago Mastic Co. 73 it was established that, it is not possible for a
defendant to anticipate every possible scenario under which someone could be injured. A
large language model is a trained, deep-learning model that understands and generates texts
in a human like matter, but at the back it is a large transformer model that does all the work. 74
The above pretext clarifies that Large Language models do not understand context. Natural
language processing algorithms prioritise privacy; either by removal of private information
through data sanitization or by refraining from memorization of such data in storage spaces. 75
The approach for the privacy preservation LLMs is to completely remove the confidential
information that is presented in the training data i.e., data sanitization, another approach is to
design such algorithms which are not capable of memorizing private data. Any deviation
from such approach will be estimated to be different from the flow of natural and proximate
consequences which an ordinary or reasonable man cannot bargain to foresee; damages for
such are non-compensable.

In the present case, Chaat-GPT is a deep-learning artificial intelligence, with a large language
model working at the back of it, i.e., GPT-3. 76 It does not understand context and has
safeguards in place that prioritise privacy and protection of private data as per GPT-3
standards77. Thus, procurement and sharing of information by a LLM like Chaat-GPT is an
improbable cause. It is an unreasonable for the defendant to presume injury by all the
scenarios that Chaat-GPT may work in, at the time of making of contract.

3.2 The Claimed Damages do not concur with the Sec. 73 of the Indian Contract Act,
1872.

In a leading case of Common Cause v. Union of India 78, the word “damages”, was explained
as : “Damages are the pecuniary compensation, obtainable by success in an action, for a
wrong which is either a tort or a breach of contract, the compensation being in the form of a
lump sum which is awarded unconditionally” A causal connection must be formed according

73
Borowicz v. Chicago Mastic Co. 367 F.2d 751 (7th Cir. 1966)
74
Brown, H., Lee, K., Mireshghallah, F., Shokri, R. and Tramèr, F. What Does it Mean for a Language Model to
Preserve Privacy? 2022 ACM CONFERENCE ON FAIRNESS, ACCOUNTABILITY, AND
TRANSPARENCY, (2022), https://doi.org/10.1145/3531146.3534642.
75
Akob Mökander, Schuett, J., Hannah Rose Kirk and Floridi, L. AUDITING LARGE LANGUAGE MODELS:
A THREE-LAYERED APPROACH, (2023), https://doi.org/10.1007/s43681-023-00289-2.
76
Clarification no. 1
77
Supra n.52
78
Common Cause v. Union of India, 1999 (6) SCC 667
23
MEMORIAL ON BEHALF OF THE DEFENDANT
to the rules of remoteness and causation; the main objective of the Sec. is to safeguard
complainant’s expectations regarding money and compensate them.79

In the present case, a causal connection cannot be established for the claimed damages as
reasonable expectations were met to safeguard confidential information supplied. Hence, the
plaintiff’s claim of damages does not concur with Sec. 73 of the Indian Contract Act,1872.

3.2.1 The claimed damages fail the test of Remoteness

The well propounded case of Attorney General of the Virgin Islands v Global Water
Associates Ltd.80 summarised the test of remoteness of damages. The test of remoteness is a
test that identifies the degree of remoteness of a damage that is being claimed by the
plaintiff.81 Objective mannerisms in the test are to be followed which may contemplate if it is
likely that the defendant anticipated a breach and consequences thereof prior to such breach
or not.82 Furthermore, it is opined that recovery of losses are subject to only those damages
which could have been reasonably contemplated as arising from the breach.83

In the case of Uday Builders v. Gujarat Industrial Development corporation, 84 the court stated
that the damages arising should be out of usual course of things, and must be in
contemplation of both the parties while contracting; the party contending breach also owes a
duty to take all the reasonable steps to moderate the loss. Application of this test is a
determination of the responsibility scope that is impliedly undertaken by the promisor.85

There are 3 ways of application this contractual test:

(i) Foreseeability of damages before the formation of contractual relationship.

(ii) Losses are recoverable if the losses are foreseen by any party.

(iii) Any implied assumption of risk i.e., inferred either from the price or the
contractual relationship.

79
Usha devi Chokhani & Anr v. Kusum Surekha & Anr, MANU/WB/1655/2022
80
Attorney General of the Virgin Islands v. Global Water associates [2020] UKSC 18
81
Ibid
82
Ibid
83
Priya Tromans, Remoteness in a claim for damages-how far is too far? ST. IVES CHAMBERS, (September
2020),https://www.stiveschambers.co.uk/content/uploads/2020/09/Remoteness-in-a-claim-for-damages-
%E2%80%93-how-far-is-too-far-by-Priya-Tromans.pdf
84
Uday Builders v. Gujarat Industrial Development, 2021 2 GLH 110
85
Adam Kramer, Remoteness: New Problems with the old test, VERULAM BUILDINGS, (July 02, 2023,11:21
am), https://3vb.com/wp-content/uploads/old/AK_new_remoteness_test1.pdf
24
MEMORIAL ON BEHALF OF THE DEFENDANT
The plaintiff is only entitled to those damages which are natural and proximate consequences
of a breach. 86 However, remoteness does not amount to any assumptions made, damages
allocated or consensually applied agreement between the parties.87

In the present case the defendant could not have anticipated such a breach as all three
conditions are failing the above-mentioned test. The objective intent was to complete the
contract and further business obligation through the usage of Large Language Models under
the ambit of AI. The possibility that the LLM would disclose 88 confidential information to
plaintiff’s competitor was too remote and unexpected to be anticipated at the time of making
the contract. Hence, the defendant is not liable.

PRAYER

86
Supra n. 44
87
John Cartwright, Remoteness Of Damage In Contract And Tort: A Reconsideration, The Cambridge Law
Journal, (November, 1996), https://www.jstor.org/stable/4508250
88
¶ 18
25
MEMORIAL ON BEHALF OF THE DEFENDANT
Wherefore in the light of above issues raised, argument advanced and authorities cited, it is
humbly requested that this Hon’ble Court may be pleased to declare that

I. Technology Development Agreement generated between the Parties by AI is not a

valid contract under the Indian Contract Act, 1872.
II. CAI has not breached the confidentiality obligations as prescribed under Clause 16 of
the Technology Development Agreement.
III. CAI is not liable to pay damages under Sec. 73 of the Indian Contract Act, 1872

And pass any order, direction or relief that this Hon’ble Court may deem fit in the interests of
justice, equity and good conscience.

All of Which Is Respectfully Submitted

Counsel for the Defendant

26
MEMORIAL ON BEHALF OF THE DEFENDANT