Discussing the recent Delhi High Court decision in Newgen v. VCare, Yohann Titus Mathew analyzes the order through the lens of Mateusz Grochowski’s paper- Knowledge Gap in Contract Law, to explain why modern contracts must be drafted keeping today’s fast-paced economy in mind. Yohann is a fourth-year B.Sc. LL.B. (Hons.) [Cyber Security] student at the National Law Institute University, Bhopal. He is interested in a wide range of law, spanning corporate law, data protection, intermediary liability, and intellectual property. He’s especially curious about how the law has kept up with digital change, from the innovative use of IP to how online spaces are regulated in ways that affect democratic rights and the public interest.
The Knowledge Gap in Action: Newgen v. VCare and the Realities of Modern Contracting
By Yohann Titus Mathew
The Delhi High Court’s decision in Newgen v Vcare may look like a simple trademark battle, but it opens up deeper questions about how contracts and consent work in the real world. Years ago, Vcare signed a software license agreement with Newgen Software, acknowledging Newgen’s rights to the “Newgen” marks. But when VCare later renamed itself Newgen IT Technologies and filed for trademark registrations under that name, it crossed a line or so Newgen argued.
Vcare argued that Newgen had known about their branding under the “Newgen” mark for years and never objected, so their silence must’ve meant approval. However, the Court stated that such continued silence cannot equate to legal acquiescence unless it is supported by an intentional and constructive behaviour. Further, the Court observed that Vcare had signed a partnership agreement acknowledging that Newgen had exclusive rights over the subject marks. Hence, the Court rejected the claim that there was an implied approval in the present case. Although fairly straightforward, the case hints at a bigger issue with the digital economy of today. An economy where deals often happen fast at the click of a mouse, under standard terms that are rarely ever negotiated in any depth. As Mateusz Grochowski states in his paper, the knowledge gap in contract law, the traditional ways of drafting and interpreting agreements have become increasingly out of sync with how businesses actually operate.
The post explores how the Newgen v VCare case unearths these existing tensions in modern contract law. It uses the case as a springboard to examine a central concern raised in Mateusz Grochowski’s paper the Knowledge Gap in Contract Law as an interesting intellectual exercise.
The Dispute
In February 2025, Newgen filed a petition seeking an injunction against VCare for trademark infringement and passing off. A District Judge had initially granted the injunction which had prevented VCare from using the Newgen mark. However, VCare challenged this order which then led to the present ruling. VCare defended itself on three grounds: first, it argued acquiescence. It stated that Newgen’s silence for over 1.5 years and joint branding efforts amounted to implied approval. Second, VCare pointed to its prior use of Newgen IT in markets like Singapore and the UAE since 2017. It asserted that it had built independent goodwill. Third, it protested the procedural fairness of an ex‑parte injunction. However, the Court disagreed with this and confirmed the interim injunction.
What Newgen v VCare Tells Us About Contract Law in the Real World
VCare placed reliance on emails showing the Respondents’ active cooperation under the “Newgen IT” name for over 1.5 years. They pointed to these emails to suggest there was implied consent. But the Court held that merely staying quiet for a while does not mean you have given somebody that would at most amount to permission. For there to be acquiescence, there must be active, deliberate, and consistent positive acts. Mere oversight would not meet that threshold. Instead, the Court referred back to the written contract between the parties. The 2018 partnership agreement had expressly acknowledged Newgen’s exclusive right over the trademark and limited VCare’s rights to employ the mark till the extent of that partnership.
Primarily, the Court laid emphasis over the context in which the dispute arose. VCare had been operating under the name “VCARE Infotech Solutions” in India up until the existence of the said partnership. The Court observed that adoption of the “Newgen” branding almost immediately after the termination of that agreement could not be considered as a bona fide adoption. Additionally, it observed that a rectification application was filed notifying SEBI on time. Further that cease-and-desist notices were promptly undertaken by Newgen. This further undermined VCare’s claim that Newgen had silently acquiesced. Even VCare’s emails, when scrutinized, failed to support its defense. They showed that while the “Newgen” label may have appeared occasionally, the company itself consistently identified as VCARE Infotech Solutions, particularly within India.
Secondly, the Court reemphasised that trademark protection was territorial. This was relevant as VCare had claimed that its use of the mark “Newgen IT Solutions” in foreign markets like Singapore or the UAE. However, the Court held that its use in these foreign markets did not automatically transfer any rights within India. Citing the Toyota Prius case, the Court reiterated that cross-border goodwill had to be proven and could not be presumed.
Reading Between the Lines: What Grochowski Adds to Newgen v VCare
Let’s look at the Delhi HC ruling through the lens of Mateusz Grochowski’s recent work The Knowledge Gap in Contract Law. Grochowski argues that contract law today must grapple with the fast-paced economy. One in which agreements are never really products of slow or negotiated deliberation. Instead, he posits that legal norms now emerge from fragmented sources, a mix of formal legal sources, informal exchange, and broader market practice. He argues that courts nowadays cannot afford to rely purely on the “four corners” of a written contract. They must give heed to comprehend how knowledge, expectations, and market behaviour can shape the legal relationships of today.
The court in Newgen displays a great sensitivity to these questions. For example, it does not ignore the wider context i.e emails, joint branding, references to “Newgen IT,” and foreign business activities were all considered. But the court was also careful not to let such vague mutual understandings override what was expressly agreed to under the contract. The 2018 partnership agreement gave Newgen the exclusive right to the subject marks and it further curtailed VCare’s usage to the extent of that partnership. On this basis, the court held that once that partnership ended, any legal permission to use the “Newgen” name also came to an end.
In doing so, the court has exercised what I would call epistemic discipline. This fits right into Grochowski’s plea of caution that assumptions drawn from informal understanding may prove to conceal as opposed to identifying actual party expectation.
The Court’s approach to territoriality also aligns with this approach. VCare had argued that it used the Newgen mark in Singapore and the UAE to imply that it had global goodwill. However, the Court clarified the existing position of law that trademarks were territorial. This meant evidence of foreign use cannot automatically grant a similar right in India. In order for goodwill to spill over, the Court reiterated that cross-border goodwill had to be specifically proven and could not be presumed. This echoes Grochowski’s analysis that knowledge is not always transferable and therefore legal recognition must be grounded in context-sensitive and jurisdiction-specific knowledge.
At its heart, Newgen v VCare is a great example of how courts have come to recognize how messy modern business relationships can be. However, it still draws an express line between what the law can and cannot actually enforce.
Consumer Perception as Distributed Knowledge
Another aspect of Grochowski’s paper concerns distributed epistemics. The idea that legal meaning is also influenced by how the public interacts with them. This plays out through a well-established principle in trademark law. In Newgen, the Court had explicitly considered how the public would perceive the shared use of the Newgen name.
The Court found that consumers could easily confuse one entity with the other as both operated in the same industry and had almost identical marks. This, it held, was sufficient to justify an injunction. Grochowski would probably view this as a prime example of the court recognising that consumer interpretation had legal weight and was very much a part of the regulatory fabric.
A Power Imbalance Hiding in Plain Sight
The case is a good example of how subtle power dynamics play out of after business relationships break down. VCare’s made the strategic move to rebrand itself as “Newgen IT Technologies” and file for trademark protection immediately after the partnership had ended.
It can only be presumed that they intended to build on residual goodwill from their earlier collaboration by attempting to occupy the same identity space that was clearly owned by Newgen.
Grochowski warns against the very same possibility, where private actors may adopt regulatory-like behavior without the formal checks of law. What might look like standard commercial practice i.e. emails, IPO entry etc could in effect have become an instrumental means to reshape legal positions. However, the Delhi High Court shut it down and held the mere possibility of commercial benefit, especially when paired with timing that suggested bad faith, was not a basis for legal entitlement.
Conclusion
The Newgen v VCare judgment may seem like a typical IP dispute on the surface, but on looking closely, it may indicate a window into something deeper. As Grochowski argues, law now operates within a fragmented knowledge economy where contracts, platforms, private norms, and consumer perception all contribute to the meaning of rights and obligations. Courts are no longer just interpreters of law; they are generators of knowledge.
Grochowski’s theory of the knowledge gap in contract law gives us the ability to understand this shift. His central question, “how do we know what the parties meant, and how do we decide whose version of events counts?” is the front and centre of the discussion here.
The answer here is clear: where the law is asked to step in, it needs more than assumptions; there would need to be express intent, documented agreements, and behaviour that matches those assumptions. And that is exactly what the court looked for when it upheld the injunction in Newgen’s favour. It recognized that while VCare may have continued using the brand after the breakup, there was never any real basis i.e. contractual or otherwise, for them to claim rights to it.