Introduction
Contracts are executed generally for 'business
efficacy', yet often, 'business efficacy' may require a
review of the already executed contract. The above statement sounds
like a loop and would end up in a loop unless some parameters for
defining 'business efficacy' are crystallized.
Often, even though the executed contract may contain clearly
drafted provisions, the affected party may wish to creatively
introduce 'new meaning' on grounds including 'implied
understanding', 'business efficacy' or 'business
necessity'.
In an ideal scenario, the plain letter of the contract should be
read as-is without introducing any other reference. However,
commercial contracts entered into, more often than not, do not
factor in every minute detail or scenario that may occur over the
course of the contract. In some scenarios, the contracts can be
very dynamic, and there might be a need to fill gaps and address
the practical commercial and business needs to achieve
