A party to a contract cannot transfer its liability under the contract without the consent of the other party.

The focal point of controversy raised iri this writ petition certres round the action of the respondents, more particularly of respondent No.l in withholding and/or refusing the admitted outstanding dues payable to the petitioner/firm

2. The Planning Commission approved of setting up of a Hydro Electric Project in the Karbi Anglong Autonomous District in the State of Assam in the year 1979 for generating 100 MW of hydel power. Respondent No.l, Assam State Electricity Board (ASEB hi short) was entrusted with the task and responsibility of constructing and commissioning of the said project. The respondent No. 1 accordingly invited tenders for variegated items of works. The petitioner/firm also submitted tenders for some works and in due course, amongst others, the petitioner/ firm was also selected for allotment of the following items of works as mentioned herein below:

1. Construction of Power House and appurtenant works;

2. Construction of anchor blocks and saddles for penstock and appurtenant works (Group 1);

3. Construction of anchor and saddles of penstock and appurtenant works (balance works);

4. Site preparation and earth work in excavation for 2 x 50 MW Power House and tailrace associated works, and

5. Concreting of two numbers of penstock tunnels adjacent to the Power House.

3. After acceptance of the tenders, the parties entered into contract and signed agreement. In pursuance thereto, work orders were issued in favour of the petitioner/firm in respect of the above works. The firm acquitted and executed the contracted works and even completed and executed some supplementary items of works as per order issued by and on behalf of respondent No. 1. In respect of the four items of contracted works except the Power House, according to the petitioner, works were completed on different dates in the year 1992 and the final bills were accordingly submitted to respondent No. 1 for payment. Separate bills on account of price escalation and the supplementary items of works were also submitted by the petitioner/firm. During the course of execution of the works in question, the petitioner/firm received from time to time various running bills from respondent No. 1. In so far as the Power House is concerned, the final bill submitted by the petitioner/firm in respect of the works executed upto the date of the final bill. In the case of the said items of works, the petitioner/firm submitted separate bills for price escalation, supplementary items and also received payment of running bills submitted from time to time. On 25th of March, 1993, the parties viz, respondent No.2, the State of Assam, respondent No. 1, ASEB and the proforma respondent No.3, Subhas Projects and Marketing Ltd (hereinafter referred to as the proforma respondent No.3) entered into an agreement by way of a Memorandum of Understanding (hereinafter referred to as the MOU) whereby it was agreed by and between the parties that the entire Karbi Langpi Hydro Electric Project (hereinafter referred to as the project) as existed on the date, including the land on which the project was set up and all buildings, plants, machinery, etc. in connection with the aforesaid project were to stand transferred to a company to be incorporated for the said purpose in terms of the relevant clauses of the MOU. The total consideration at which the project including the entire property connected therewith was to stand transferred was worked out at Rs.l 16,21,12,000.00 which was calculated to be the expenditure incurred by the respondent No. I/Board in the project in question till the date of execution of the MOU. In the aforesaid MOU, a total of Rs.14,30,19,054.93 was worked out on account of (a) current liabilities; (b) outstanding bills of contractors not yet settled; and (c) claim under litigation not yet settled. It was agreed by and between the parties that the new company taking over the project would also take over the said liability amounting a to Rs. 14,30,19,054.93 for consideration amou

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