Payal Chawla

Adv. Payal Chawla

JusContractus was founded on May 1, 2013, by Payal Chawla. Payal has had a distinguished legal career. In 1995, Payal joined Coca-Cola India, Inc. and worked there until 2004, serving at several positions. She left Coke as Senior Legal Counsel, and joined Reckitt Benckiser, as their Head of Legal (for South Asia). During her years as In-house Counsel, she gained varied experience. At Coca-Cola, she also had the opportunity to do a short-term assignment in Thailand, where she handled the legal work for 11 Asian jurisdictions including Singapore, Thailand & Vietnam.

Involved in List of Matters


However, having worked 12 years as in-house Counsel, Payal made a shift to the active legal practice. She joined The Chambers of Law as partner. In 2009, she merged her practice with HSA Advocates, demerging in 2013 to set up her own law firm, JusContractus.

Payal is among the premier corporate lawyers in the country. She specializes in the areas of Mergers & Acquisitions; litigation and arbitration Franchising Law; Real Estate law, Intellectual Property; Competition law; Environmental law; Food laws; Insecticide law; law relating to Drugs and Cosmetics. In addition to her expertise in the area of commercial transactions, Payal is known in the industry for drawing up robust litigation strategies. During her years as an In-house Counsel, Payal has gained varied experience in different areas of law and jurisdictions.

Payal is a member of the Delhi Bar Council.  She is an independent director on Jamna Auto Ltd..She sits on the Board of the India Center Foundation and Operation Asha and is on the Board of Governors of IILM Institute of Higher Education. Payal is the President of the University of Chicago Alumni Club.  She regularly writes on legal matters for various publications including Hindustan Times.


That Payal has been involved with/handled in the past

  • Advising an Indian Client on a potential acquisition of shares in a overseas Men’s Clothing Joint Ventures by purchase of equity shares from the current shareholders being the Indian Group and a foreign celebrity; undertaking the necessary due legal due diligence and drafting/review of the amended Shareholders Agreement and related documents
  • Construction and Architects Contract for a major equipment supplier and the Government of India for four different ports situated at Mumbai, Kandla, Cochin and Tuticorin
  • Lead Counsel for a potential Acquisition of the Maxo Brand (owned by Jyothy Laboratories) by Reckitt Benckiser for 150 crore acquisition. Work involved driving the legal due diligence; Structuring, negotiating & drafting the Business Purchase Agreement; [Transaction did not materialize]
  • Lead Counsel for acquisition by Reckitt Benckiser of plant for manufacturing insecticide products on a slump sale basis. Work involved driving the legal due diligence; Structuring, negotiating & drafting the Business Purchase Agreement and other related documents
  • Lead Counsel for sale of a powder blue plant by Reckitt Benckiser on a slump sale basis. Work involved structuring, negotiating & drafting the Business Purchase Agreement and other related documents.
  • Lead Counsel for major share acquisition in Bangladesh for Reckitt Benckiser
  • Part of the legal team involved with the acquisition of the Bottlers by Coca-Cola. A record number of 25 acquisitions were closed with a time span of two years.
  • Negotiating and drawing up a major concert involving Rock Star Moby in Singapore for Coca-Cola.
  • Negotiated and drafted an agreement for hazardous waste disposal for Coca-Cola Vietnam.
  • Put in place a unique legal structure, which was finally ratified by the Former Supreme Justice, Hon’ble Justice Ahmedi, for purchase of portion of Signature Towers by Coca-Cola for office space. [Transaction did not materialize].
  • Structuring the lease for Coca-Cola’s Office at Enkay Towers. Involved conceptualizing and executing a complex legal structuring involving 45 different owners.
  • Advisory in relation to use & depiction of Intellectual Property in promotions, advertisements and packaging; adoption of new Intellectual Property; use of Intellectual Property that may either belong to a third party or be considered confusing similar
  • EPC Contracts, Manufacturing and Supply Related Contracts; Franchise Agreement; Conversion Agreements; Bottling Agreements; Distribution Agreements; Trademark Authorization Agreements; Royalty Agreements; Copyright Licensing Agreements; Raw Material Purchase Agreements; Packaging Material Purchase Agreements; Blow Moulding Agreements; Licensed Merchandise Supply Agreements
  • Celebrity Engagement Agreements (such as Aamir Khan; Salman Khan, Karishma Kapoor, Alisha Chinai, Munish Makhija, etc.); Sponsorship of Award Functions; Songwriters Agreements (Daler Mehndi); Key Account Agreements; Producer Agreement; Photographer Agreements.
  • Secondment Agreements for employees; Warehousing Agreements; C&F Agreements; Housekeeping Agreements; Catering Agreements; Employee Agreements; Storage Agreements; Consultancy Agreements; Service Provider Agreements; Information Systems Related: Software Development Agreements; Web Development Agreements; Software Licensing Agreements; E-Commerce Agreements; Registered User Agreements.
  • Launch of several NPDs such as Easy Off Bang, Vanish, Veet, Sunfill, Georgia, Shock; Finish etc.: Conceptualized their legal structure, drafted the agreements and the package declaration in relation NPDs.
  • S&D Hawking Project: Conceptualized the legal structure for sale and distribution of beverages through Hawkers. Anticipated a potential labour issue and successfully presented the Company’s stance to government leading to a change in licensing forms.
  • Legality of importing and showering Geese and Duck feathers on the viewers at the closing ceremony of a Festival
  • Legality of sale of car parking by a Real Estate developer
  • Possibility of filing an Anti-Anti Suit against an Anti Suit Order by a English Court against directing that all litigation filed by the Client be withdrawn
  • Entry Strategy for an Education Major and for Getty Images
  • On the status of the 1975 Indian Government circular issued by the Ministry of Education and Social welfare and its application to the Client in the Education Sector.
  • Furthermore, our client was speculating the probability of a cancellation of the Contract with the Government entity (BEL). We have also provided an opinion for the same to our client.
  • Jaipur Literature Festival/ Mr.SanjoyRoy : Successfully obtained an Order permitting the accused to leave Jaipur and a seven notice prior to arrest from the Hon’ble Rajasthan High Court.
  • Jupiter Hospitality Limited v. ONGC : Successfully obtained an injunction against release of a bank guarantee and encasing a pay order issue by the Guarantor Bank.
  • On behalf of a Mining Company against its Contractor: The Contractor, instead of pursuing arbitration under the Agreement, filed a Winding-Up Petition before the High Court at Andhra Pradesh. Successfully defended the Winding-Up and had the same dismissed at the threshold. Tactically initiated arbitration only under one agreement, which is currently pending.
  • On behalf of a Shipping Company against a Government of India Undertaking: Successfully secured the appointed of an arbitrator (under DAC) under Section 11 of the Arbitration and Conciliation Act, 1996, wherein the GOI undertaking failed to appointed the Arbitrator within 30 days; Pursuing two arbitration against the GOI undertaking one before their arbitrator and the other before DAC.
  • M/s Gutenberg Communication Pvt. Ltd. vs. Bite Marketing: Filed a suit in the Delhi High Court for damages for poaching of the Clients and Employees and theft of data. Successfully secured a settlement in the matter with our Client being awarded damages to the tune of Rs. 8.00 lakhs through mediation and refund of the Court Fees.
  • Arbitration for a PE Investee Company:  Represented an Investee in an arbitration dispute with the Investor. Successfully arrived at a settlement for the investee firm in a arbitration dispute against the investor.  In the run up to dispute, it involved several intricate issues including the recent controversy surrounding put options.
  • Money Laundering: Was involved with obtaining bail for an accused in a high profile money laundering matters.
  • Bail in the Chimney Collapse Matter: Involved with successfully obtaining bail for the Accused (of SEPCO) in the famous Chimney collapse matter and subsequently obtaining permission for them to visit their country.
  • Partition Suit: Successful handled a very complicated partition suit in a family dispute.
  • Winding Up and Recovery Disputes: Handled several Winding Up, recovery suit and 13 matters and consequent 482 matters
  • UBV v. SEPCO III: Defending an arbitration for a major EPC contractor against its sub-Contractor commissioned for construction of a raw water reservoir.
  • BBF v. Gurjit Singh: Successfully sought an Anton Pillar Order and had raids conducted in a trademark/copyright infringement/ passing off suit.
  • Capital Reduction for Reckitt Benckiser (India) Limited: led to a landmark judgement by the Hon’ble Delhi Court, whereby the Hon’ble Single Judge distinguished the matter from existing case-law on the subject. Order was Appealed.
  • Vacation of the Ex-parte Injunction granted by the Hon’ble Delhi High Court of Mortein Advertisement on suit filed by a competitor. Not only was the injunction vacated in a short period of time (15days), but decree passed in favor of Reckitt Benckiser.
  • Overseeing an arbitration in Bangladesh against the Contract Packer for Reckitt Benckiser. Amount involved approx. 11 crore Taka
  • Overseeing a major distribution issue in Indonesia for Reckitt Benckiser
  • Injunction granted against Hindustan Lever’s (Unilever’s) Domex Advertisement on grounds of disparagement. Matter went to appeal to Supreme Court. Injunction not vacated.
  • Vacation of Ban on Harpic by the Food and Drug Authorities, Maharashtra.
  • Successful in continued use in key Surface cleaner trademark on objections raised by Drug Authorities.
  • Pepsi v. Coca-Cola Litigation on Thums Up Taste the Challenge Advertisements: Successfully led Coca-Cola to victory before the Hon’ble Single Judge.
  • Injunction on Defamatory Advertisement: Successfully had the release of defamatory advertisement against Coca-Cola injected.
  • Picture of a Fruit on Sunfill Packaging: Successfully opposed the Government’s stance for removal of the picture of a fruit from the package of Sunfill and distinguished our case from Competitions.
  • Pricing Investigation: stalled the pricing investigation against Coca-Cola and 25 franchise bottlers in 1996 initiated by DG(I&R), MRTP Commission
  • Other General Litigation: Handled several other routine civil matters such as divorce, maintenance, criminal proceedings in relation to violations under Factories Act, Drugs and Cosmetics Act, 1940, various environmental laws, labor laws, Weights and Measures Act, etc.
    • Civil Litigation: has included diverse fields of law, such as Company law issues, Trademark Infringement and passing off, Copyright infringement, Design Infringement and passing off, Disparagement & unfair competition, Product Liability (Consumer and civil courts), Recovery matters, Real Estate litigation, distributors litigation, labour law matters, direct and indirect tax related issues, seeking Anton pillars orders for civil raids against counterfeit manufacturers.
    • Criminal Litigation: has been equally diverse, with issues ranging from product liability filed by Consumers, by statutory authorities relating to Food and Packaging laws,  Filing S. 482  Cr.P.C petitions before the High Court and their appeals in the Supreme Court of India, relating to complaints filed by distributors, filed by the Company under Section 138 of the Negotiable Instruments Act (cheque bouncing), Filing complaints with the police for recovery of bottles and crates from distributors, filing FIR/complaints on account of bombing of a plant, Defending employees against false charges such as attempt to murder, robbery and cheating
    • Administrative/Quasi-Judicial Proceedings: Have dealt with various issues with various statutory authorities, such as Drugs Authorities, Food Authorities, Insecticide Authorities, Legal Metrology, MRTP Commission

In Addition to Above

Payal worked closely with the Justice UshaMehra Commission, as appointed by the Government of India, in relation to the Nirbhaya Rape. She has been recognized in the report for her efforts.