The plaintiff was not liable for damages as the defendant failed to establish the loss caused by the plaintiff's alleged breach of contract.

1. The Suit for recovery of a sum of Rs.31,00,000/- due under the consultancy agreement dated 22.04.2006.

2. The brief summary of the plaintiff s case is as follows:

The Managing Director of the plaintiff was an employee of the defendant, which is a Public Limited Company, engaged in various manufacturing activities. The plaintiff provides engineering solutions, consultancy and management services related to silicon/poly silicon based materials and production facilities. The defendant, which was interested in establishing a 30 TPA Solar Grade Polysilicon production facility had engaged the services of the plaintiff, as a consultant for providing consultancy services for the said project. It is claimed by the plaintiff that it s Director has proven expertise in the field of silicon manufacture and he was formerly a Vice President of the defendant Company and has 27 years experience in the field of silicon manufacture. The defendant had issued a letter of intent on 27.03.2006 to the plaintiff for consultancy work for establishing a 30 TPA Solar Grade Poly Silicon Production Facility at Mettur Dam. The scope of the work, according to the plaintiff, included:

1. "Providing a basic engineering package.

2. Helping the defendant in developing a detailed engineering package for the project.

3. Advising the defendant in identifying existing in house buildings and structures and plant and machinery for use in the project and modifications to the same.

4. Assisting the engineering team of the defendant in making engineering drawings and specifications for various bought out equipments.

5. Helping the process team of the defendant in commissioning, operating and optimizing the process upto a period of 3 months from date of commissioning of the project.

6. Advising the technical team of the defendant in safety and environmental aspects of the silicon plant operations.

7. Helping the defendant achieve sustained production and agreed efficiency norms."

3. The defendant had agreed and under took to pay a sum of Rs.60,00,000/- plus Service Tax and expenses incurred by the plaintiff for conveyance etc. Pursuant to the said letter of intent dated 27.03.2006, the defendant had also sent work order dated 04.04.2006, setting out in detail, the scope of the work, schedule of the work and the schedule of payment of fees and a confidentiality agreement was also signed between the parties. Since, the plaintiff required certain changes in the terms of the work order, particularly the payment terms a matter was discussed again and the payment terms were altered, which resulted in another work order dated 12.04.2006, amending and superseding the work order dated 04.04.2006 being issued. The plaintiff had returned the signed copy of the work order as a mark of acceptance with certain corrections.

4. The plaintiff would allege that the amendments sought for by the plaintiff were accepted by the defendant and the defendant issued a letter dated 17.04.2006, amending the work order dated 12.04.2006, as per the requirements of the plaintiff. As per the terms of the work order, the basic engineering package had to be submitted on 25.07.2006 and the outer date for commissioning of the plant was fixed as 30.04.2007. The schedule of payments agreed as per the work order are as follows:

"8. As per the terms of the work order, the Basic Engineering package had to be submitted by 27.05.2006 and the commissioning of the plant had to be done before 03.04.2007. It is submitted that as per the terms of the work order, the schedule of payment of fees was as follows:

(a). 20% of advance after signing confidentiality agreement.

(b). 20% on submission of Basic Engineering package.

(c). 10% on completion of detailed engineering.

(d). 10% on commissioning of plant.

(e). 30% after guarantee run-guarantee run would mean one successful batch per reactor for each of the reactors.

(f)