Inter-se dispute between assignee and assignor.

K.GOVINDARAJAN, J.

The appellant who is the plaintiff in C.S.No.538/1992 has filed the above Appeal, aggrieved by the dismissal of the said suit, in the judgment dated 29.1.1998.

2. The 1st respondent entered into a contract with the 2nd respondent on 26.6.1987 to carry out non-destructive test in Indian Off-shore water comprising of East and West Coast. A memorandum of understanding was entered between the Peerless leasing (P) Ltd and the 2nd respondent on 19.6.87 to form the joint venture to be named as "Peerless Drive(P)Ltd" and the 2nd respondent should assign the contract they have got from the 1st respondent to the said joint venture company which should perform the said contract. On that basis a joint venture agreement was entered into between the appellant and the 2nd respondent. The 2nd respondent on 21.11.1988 applied for extension of the contract which expired by efflux of time, for a further period of 240 days with effect from 1.10.88 and sought for instruction for deployment of DSV "British Providence" and for assignment of the contract in favour of the appellant. In the telex letter of intent of the 1st respondent dated 11.4.89, the contract was extended for a period of one year on the same rates, terms and conditions of the contract dated 26.6.87 subject to the approval of the Government of India for redeployment of the 2nd respondent's vessel "British Providence". Subsequently, the 1st respondent issued another telex on 20.4.89 on the same line. Pursuant to the joint venture agreement with the 2nd respondent, the appellant claimed that they purchased on 24.6.1989 a Vessel called "British Providence", from the second respondent, subsequently renamed as "Drive Ocean". In view of the rejection of the permission by the Government of India and expiry of the date of mobilisation of the Vessel on 12th May 1989, the appellant, as requested by the 1st respondent, deployed their Vessel to Madras Off-shore on 27.7.1989 and handed over its possession to the 1st respondent. The entire operation from 27.7.1989 to 15.1.1990 was carried out by the appellant at their cost and expenses and the 2nd respondent assigned the contract to the appellant. The entire operation as required by the 1st respondent was carried out by the appellant. In view of the Merchant Shipping Act as well as under the Joint Venture agreement, the 2nd respondent could not act as a contractor directly under the 1st respondent with Indian Flag Vessel, as the 2nd respondent was prohibited under the Joint Venture Agreement to carry on and/or undertaking any off-shore business in India in their name. It is also stated that the 2nd respondent did not have any coastal licence nor was allowed under the Indian Laws to carry on coastal trade in India. The 2nd respondent raised invoice towards the expenses while performing the contract for a sum of US Dollars 20,97,219.40 and a sum of Rs.1,35,805.45 in Indian Currency. The said amount was payable to the appellant as the appellant alone executed the work. In view of certain disputes between the respondents, the 2nd respondent informed the 1st respondent not to pay the amount. So, the appellant filed a suit in C.S.No.306/1991 on the file of the Civil Judge, Dehradun for declaration regarding their entitlement for the amounts due to them from the 1st respondent. The said suit was dismissed as withdrawn subsequently. Meanwhile, the 1st respondent filed a suit under Order 35 of Code of Civil Procedure in C.S.No.910/1991 in this Court. Though originally the value of the contract was mentioned as Rs.3,28,19,538.18, in the terms of Indian Rupee subsequently the figure was amended to Rs.2,75,38,710.11 and the said amount was permitted to be withdrawn by the appellant. Thereafter the appellant came forward with the present suit stating that the appellant is entitled to the entire claim made by the 2nd respondent, which was agreed by the 1st respondent, and the appellant filed the present suit claiming a sum of Rs.4,0