Civil Procedure Code, 1908 | Order VI - Pleadings

Order VI Rule 12 CPC: Implied Contract or Relation

Order VI Rule 12 of the Code of Civil Procedure, 1908 explains how a party may plead a contract or legal relationship inferred from correspondence, conversations, conduct or several surrounding circumstances. The rule avoids unnecessary repetition while permitting alternative legal relationships to be pleaded.

Text of Order VI Rule 12 CPC

Whenever any contract or any relation between any persons is to be implied from a series of letters or conversations or otherwise from a number of circumstances, it shall be sufficient to allege such contract or relation as a fact, and to refer generally to such letters, conversations or circumstances without setting them out in detail. And if in such case the person so pleading desires to rely in the alternative upon more contracts or relations than one as to be implied from such circumstances, he may state the same in the alternative.

Provision: Order VI Rule 12, First Schedule to the Code of Civil Procedure, 1908. For the current legislation and amendments, consult the official India Code portal and applicable High Court rules.

Meaning and scope of Rule 12

The rule deals with pleading an implied contract or relation. An implied contract is an agreement inferred from the parties' words or conduct rather than necessarily expressed in one formal written instrument. An implied relation is a relationship between parties alleged to arise from their dealings and surrounding facts.

Where the inference depends on numerous emails, letters, conversations, payments or other dealings, a pleading may assert the resulting contract or relation as a material fact and refer to the underlying circumstances generally. It need not reproduce every message or conversation in the pleading.

Two important permissions under the rule

Concise pleading: the party can state the inferred contract or relation and identify the general communications or circumstances supporting it.
Alternative pleading: if the same dealings may support more than one contract or relationship, the party may plead those alternatives.

Practical illustrations

Example 1: Supply arrangement inferred from dealings

A supplier delivers goods over several months after receiving purchase requests by email. The buyer accepts delivery and makes partial payments. The supplier may plead that a supply contract arose from the emails, deliveries and payments, referring to those dealings generally rather than copying each email into the plaint.

Example 2: Alternative relationship

One party provides services under an informal commercial arrangement. Depending on the communications and conduct, the party may plead in the alternative that the dealings created a services contract or another legally recognized relationship, provided each alternative has a sustainable factual and legal basis.

Example 3: Agency inferred from conduct

A business repeatedly authorizes a representative to negotiate with customers and accepts transactions arranged by that representative. If agency is disputed, the party relying on it may allege the agency relationship and refer generally to the pattern of authorization and conduct.

What Rule 12 does not dispense with

Material facts: Order VI Rule 2 CPC still requires material facts to be pleaded concisely, not merely conclusions unsupported by a recognizable case.
Specific particulars when necessary: allegations such as fraud, misrepresentation or undue influence may require particulars under Order VI Rule 4 CPC.
Proof: Rule 12 does not establish that an implied contract actually exists. Relevant communications and conduct may still need to be proved in accordance with applicable law.
Document-related procedure: parties must separately comply with applicable requirements for filing, disclosing and producing documents, including relevant provisions of Order VII, Order VIII and, where applicable, commercial-dispute procedures.

Important distinction: Rule 12 is procedural. Whether the alleged dealings create an enforceable contract is determined by substantive law, including the Indian Contract Act, 1872 where applicable. Section 9 of that Act recognizes promises that are express or implied; this does not mean every course of dealings automatically forms a contract.

Order VI Rule 8 concerns denial of a contract; Order VI Rule 9 addresses pleading the effect of a document; Order VI Rule 11 addresses notice; and Order VI Rule 17 governs amendment of pleadings.

Frequently asked questions

What does Order VI Rule 12 CPC provide?

It allows a party to plead an implied contract or relationship as a fact and refer generally to the communications or circumstances from which it is inferred, without narrating each item in detail.

Can an implied contract arise without a signed agreement?

Depending on the applicable substantive law, an agreement may be inferred from conduct, correspondence and dealings. The party must still prove the facts and legal requirements of the alleged agreement.

Are alternative implied contracts permitted in a pleading?

Yes. Order VI Rule 12 expressly allows alternative contracts or relationships to be pleaded when they are said to arise from the same circumstances.

Does Rule 12 remove the requirement to produce documents?

No. It is a rule about the manner of pleading. Disclosure, production, admissibility and proof of documents are governed by other applicable procedural and evidence rules.

Key takeaway

Order VI Rule 12 CPC allows a party to plead an implied contract or relationship without setting out every underlying communication or circumstance in detail. It also permits alternative contracts or relationships to be stated where justified by the same circumstances. The pleaded case must still satisfy the rules on material facts, relevant particulars and proof.

This article provides general legal information. Procedural amendments, local rules and the facts of an individual dispute may affect how the provision applies.