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01 Jul 2024

Unconscionable Contracts and Related Principles

01 Jul 2024
Unconscionable Contracts

The Doctrine of Unconscionable Contract stands as a vital safeguard in the realm of Indian contract law, aiming to prevent exploitation and injustice arising from unfair or oppressive contractual agreements. Unconscionability is a legal concept rooted in fairness, particularly within contractual relationships. It allows a party to challenge a contract if it contains excessively harsh or oppressive terms or if one party gains an unjust advantage over the other during negotiation or formation. This principle has been acknowledged by the Law Commission of India in its 199th report on Unfair (Procedural & Substantive) Terms in Contract. The Doctrine of Unconscionable Contract serves as a mechanism to rectify these imbalances by empowering courts to scrutinize contractual agreements and invalidate provisions that contravene principles of fairness and equity.

In addition to unconscionability, the principles of non est factum offer further protection to individuals against unfair contracts. Non est factum, meaning “it is not the deed,” applies when a party signs a document under circumstances where they are mistaken as to its nature or contents. This principle recognizes that individuals should not be bound by contracts they did not understand or intend to enter into. Indian courts have invoked non est factum to set aside contracts in cases of fraud, misrepresentation, or extreme misunderstanding, thereby safeguarding individuals from unjust contractual obligations.

Furthermore, the doctrines of coercion and undue influence provide additional safeguards against unfair contractual practices. Coercion refers to situations where one party compels another to enter into a contract through threats, undermining the voluntariness of the agreement. Undue influence, on the other hand, occurs when one party having apparent authority of a fiduciary relationship exploits a position of power or trust to exert undue pressure on the other party, thereby influencing their decision-making. Indian courts scrutinize contracts for signs of coercion or undue influence, and contracts tainted by these factors may be declared void or unenforceable.


UK and Indian Law

In the United Kingdom, scholars have associated “exploitation” with the concept of unconscionability. They distinguish between unconscionable enrichment and unjust enrichment, with the former focusing on preventing exploitation and providing restitution for damages caused by exploitative bargains. Courts assess whether one party has taken advantage of the other, often due to factors like immaturity, poverty, or lack of adequate advice.

Indian law, while not explicitly codifying the doctrine of unjust enrichment, embodies principles that align with its core tenets. Within Indian jurisprudence, concepts of undue influence and unequal bargaining power, as delineated in Sections 16 (Undue Influence) and 19 (Voidability of Agreements without Free Consent) of the Indian Contract Act 1872, establish a foundation for equitable treatment in agreements. Unjust enrichment, though not codified, encapsulates the essence of retaining benefits unjustly at another’s expense, contravening principles of justice and fairness. Despite the absence of specific legislative mandates, Indian courts possess inherent authority to order restitution, aiming to dismantle unjust gains and restore fairness. This empowerment enables courts to fashion remedies tailored to the unique circumstances of each case, ensuring that aggrieved parties are made whole again.


Landmark Judgments in India:

The evolution of unconscionability in Indian contract law is punctuated by landmark judgments that have shaped its contours and applications. In Central Inland Water Transport Corporation v. Brojo Nath Ganguly (1986 SCR (2) 278), the Supreme Court of India set a precedent by declaring a clause in an employment contract, which waived an employee’s right to sue for breach of contract, as unconscionable and therefore void. Similarly, in Mithilesh Kumari v. Prem Behari Khare (AIR 1989 SC 1247), the court deemed a lease agreement clause requiring exorbitant security deposits as unconscionable and unenforceable. These judgments underscore the judiciary’s commitment to upholding fairness and equity in contractual relationships, irrespective of the parties’ relative bargaining positions. 

Recent judicial pronouncements further illuminate the significance of the Doctrine of Unconscionable Contract in protecting vulnerable parties from exploitation. In Surinder Singh Deswal v. Virender Gandhi (2020 (2) SCC 514), the Supreme Court struck down a clause in a promissory note that deprived the borrower of due process rights, reaffirming the judiciary’s commitment to rectifying injustices arising from unconscionable contracts.


Broader Implications and Legal Perspectives:

The Doctrine of Unconscionable Contract transcends its immediate legal implications, embodying broader principles of distributive justice and societal welfare. By addressing power imbalances and ensuring equitable outcomes in contractual relationships, unconscionability contributes to a legal framework that prioritizes fairness and integrity. Moreover, the doctrine underscores the judiciary’s role as a guardian of individual rights and a bulwark against exploitative practices in commercial transactions.



In conclusion, the Doctrine of Unconscionable Contract serves as a cornerstone of Indian contract law, safeguarding individuals against exploitation and injustice in contractual agreements. Through landmark judgments and insightful analyses, Indian courts have reaffirmed the legality and relevance of unconscionability, underscoring its pivotal role in upholding fairness and equity in contractual relationships. By promoting principles of distributive justice and societal welfare, unconscionability contributes to a legal landscape that fosters integrity, equality, and justice for all parties involved.


The content of this article is for information purpose only and does not constitute advice or a legal opinion and are personal views of the author. It is based upon relevant law and/or facts available at that point of time and prepared with due accuracy & reliability. Readers are requested to check and refer to relevant provisions of statute, latest judicial pronouncements, circulars, clarifications etc. before acting on the basis of the above write up. The possibility of other views on the subject matter cannot be ruled out. By the use of the said information, you agree that the Author / Treelife is not responsible or liable in any manner for the authenticity, accuracy, completeness, errors or any kind of omissions in this piece of information for any action taken thereof.

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