The Leaflet | Does a Satisfied Contingency Tantamount to ‘Determinability’ in a Contract?: An Unanswered Question

TWO MONTHS AGO, a Division Bench of the Delhi High Court in JLT Energy 9 SAS v. Hindustan Clean Energy Limited & Ors. (2026), affirmed the sanctity of long stop dates in Mergers & Acquisitions (‘M&A’) agreements as ‘self-collapsing’ mechanisms, such that if conditions precedent in a share/security purchase agreement are not met or waived by the other party, the agreement stands terminated.  The Division Bench confirmed the decision of the Single Judge in O.M.P.(I) (COMM.) 464/2025.      

While these judgments confirm the validity of another typical M&A mechanism under Indian law, it adds to a worrying trend of Indian courts expounding on private and contract law concepts through arbitration related proceedings only, and not through civil trials and appeals.