In Brief
A supplier (Vedanta) entered negotiations with a buyer (Emirates Trading Agency) over a phosphoric acid supply contract. The buyer obtained a tender order and sought backup support. The buyer sent a draft agreement; the supplier made a counter-proposal changing the quantity and supply period. The supplier never formally accepted or signed the draft agreement. When the deal fell through, the buyer sued for breach of contract and damages. The Supreme Court held that no concluded contract had been formed, as the supplier's counter-proposal with material alterations prevented a meeting of minds. Without a valid, concluded contract, no claim for breach and damages could be maintained under the Indian Contract Act. The Court allowed the supplier's appeals and set aside the judgment against it."
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