Legal Dictionary

A Share Purchase Agreement (SPA) is the central legal document in M&A and private equity transactions. Key components: (a) Definitions — specific meanings of key terms; (b) Sale and purchase — the seller agrees to sell and the buyer agrees to buy specified shares at the agreed price; (c) Conditions precedent — conditions that must be satisfied before closing (regulatory approvals, third-party consents, no material adverse change); (d) Representations and warranties — seller's statements about the company's condition (business, financial, legal); (e) Indemnities — seller's obligation to compensate buyer for losses from warranty breaches or specified risks; (f) Closing mechanics — what happens on the closing date (share transfer, board changes, payment); (g) Post-closing obligations — non-compete, earn-out, founders' continued involvement; (h) Governing law and dispute resolution.

Person who holds shares in a company and is a member of the company with associated rights and liabilities.

A Shareholders Agreement (SHA) is the contractual complement to the Articles of Association (AoA) in private companies and startups. While AoA is a public document binding all shareholders and the company, SHA is a private contract between specific shareholders. SHA typically covers: (a) Board representation rights (investor board seats); (b) Reserved matters (decisions requiring investor approval); (c) Anti-dilution rights (protecting investors from dilution in future fundraising rounds); (d) Information rights (quarterly/annual reports to investors); (e) Transfer restrictions (right of first refusal, co-sale rights); (f) Drag-along and tag-along rights; (g) Liquidation preference (order of payment on exit/liquidation). In startup funding, the SHA is the primary legal document governing the investor-founder relationship.

Single Judge Benches in High Courts handle the bulk of original writ jurisdiction work and many first appeals. A Single Judge in a High Court: (a) has original writ jurisdiction under Article 226 — hearing habeas corpus petitions, fundamental rights petitions, and administrative law challenges; (b) hears first appeals from District Courts in specified categories of civil and criminal matters; (c) exercises criminal revision jurisdiction; and (d) handles company court matters in some High Courts. Single Judge orders are generally appealable to a Division Bench (through Letters Patent Appeal in writ matters or statutory appeal in others). Single Judge decisions bind subordinate courts but can be overruled by Division Benches and Full Benches.

Defamation in transient form.

SLP is the informal but universally used abbreviation for Special Leave Petition under Article 136 of the Constitution. It is the primary gateway to the Supreme Court for most litigants, since most appeals to the Supreme Court require special leave (prior permission) rather than being available as of right. This entry cross-references and abbreviates TERM_521 (Special Leave Petition). The SLP is filed first as a petition for special leave; if leave is granted, it converts into a full Civil Appeal (CA) or Criminal Appeal (Crl.A.) before the Supreme Court.

Suits of small value heard by Small Causes Court.

The word 'Socialist' was added to the Preamble of the Constitution by the 42nd Amendment in 1976. The Supreme Court in Excel Wear v. Union of India (1978) 4 SCC 224 held that Indian 'socialism' does not mean a rigid communist state where private property is abolished, but rather 'democratic socialism' — a mixed economy where private and public sectors coexist, with the State taking responsibility for reducing inequalities and providing welfare. The Directive Principles (Articles 38, 39, 41, 42, 43) reflect the socialist commitment in the original Constitution even before 'socialist' was expressly added to the Preamble.

India is described as 'Sovereign' in the Preamble — meaning it has the supreme, independent authority to govern itself. Sovereignty in international law denotes that a State is the highest authority within its territory and is free from the legal control of other States. India's sovereignty means: (a) Parliament has unlimited legislative power within the Constitution; (b) no external authority (not even the UN, without India's consent) can override India's laws; and (c) India conducts its own foreign policy. The Supreme Court has held that India's sovereignty is part of the basic structure and cannot be surrendered by constitutional amendment.

Damages which must be specifically pleaded and proved.

Article 136 of the Constitution grants the Supreme Court a discretionary and extraordinary power to grant special leave to appeal from any order of any court or tribunal. An SLP is not an appeal as of right — it is a request for leave (permission) to appeal. The Supreme Court may grant or refuse leave without giving reasons. If leave is granted, the SLP converts into a full civil or criminal appeal. The Supreme Court uses SLPs as a discretionary docket control mechanism — it typically grants leave only where: (a) substantial questions of law of general importance arise; (b) grave injustice has occurred; (c) conflicting decisions of different High Courts need resolution; or (d) important constitutional questions need determination.

Provides for civil marriage across religions without conversion or religious ceremony.

Specific performance under Section 10 of the Specific Relief Act, 1963 (as amended in 2018) directs a party in breach of a contract to perform exactly what they promised — rather than paying damages. The 2018 amendment to the SRA significantly shifted the law: specific performance is now 'ordinarily' granted unless the defendant can show any of the grounds for refusal listed in Section 20. Pre-amendment, specific performance was discretionary and was often refused; post-amendment, the burden has shifted to the defendant to show why it should not be granted. Contracts for which specific performance is particularly appropriate: contracts relating to immovable property (land being unique); contracts for rare or unique goods; contracts where damages are difficult to quantify.

Provides equitable remedies including specific performance of contracts and injunctions.

Stare decisis et non quieta movere (Latin: 'to stand by decisions and not disturb settled matters') is the foundational doctrine of the common law legal system. In India, it is given constitutional force by Article 141 (Supreme Court's law binds all courts) and the common law framework inherited from English law. The doctrine operates vertically (lower courts must follow higher courts) and horizontally (courts follow their own previous decisions, though with more flexibility). The Supreme Court can overrule its own decisions; High Courts can overrule their own previous decisions in full bench; but all courts must follow binding precedents from higher courts unless those precedents are distinguishable on facts, per incuriam, or explicitly overruled.

The concept of 'State' in Indian constitutional law under Article 12 is broadly defined to include: the Government and Parliament of India; the Government and Legislature of each State; all local authorities; and other authorities within India or under the control of the Government of India. The definition determines who is bound by Part III fundamental rights (which operate only against the State) and who can be held accountable under constitutional writs (mandamus, certiorari, etc.). The Supreme Court has progressively expanded the meaning of 'other authorities' to include government companies, statutory corporations, and even private bodies performing public functions.

The SCDRC has dual jurisdiction: (a) Original jurisdiction — for consumer complaints where the consideration paid is above Rs. 1 crore and up to Rs. 10 crore; and (b) Appellate jurisdiction — hearing appeals against orders of District Commissions within the state. Composition: a President (former High Court judge or person qualified to be a High Court judge) and not less than four members. The SCDRC is an important forum for mid-range consumer disputes — real estate matters, insurance claims, healthcare services, and financial services where the amounts involved are significant. Appeals from SCDRC go to the National Commission.

Court order directing parties to maintain current position pending dispute resolution.

A 'status quo ante' order directs parties to maintain or restore the state of affairs that existed before a specific date or event (typically the act that gave rise to the litigation). Distinguished from mere 'status quo' (maintain the present state): status quo ante restores a pre-existing state that may have been changed. Courts typically order status quo ante when: (a) an unlawful act has changed the situation (e.g., wrongful demolition, illegal construction, wrongful termination); and (b) restoring the position prevents further harm and preserves the court's ability to grant effective relief. The difference: 'maintain status quo' says 'don't do anything new'; 'status quo ante' says 'undo what was done.'

Auditor appointed under Companies Act.