IMPORTANT POINT
The court emphasized the importance of adhering to the dispute resolution mechanism agreed upon in the contract and exercised judicial restraint in not adjudicating disputed facts when there is a designated dispute resolution mechanism.

JUDGMENT

Sanjib Banerjee, CJ. - In view of the good grounds shown, the marginal delay of about 28 days in preferring the appeal is condoned. The appeal is received on board and taken up for immediate hearing.

2. The appeal is directed against a judgment and order of July 1, 2022 passed on the first respondent's petition under Article 226 of the Constitution.

3. There is no dispute that the first respondent is part of a collective body that goes by the name of Byrnihat Industries Association (BIA) and is registered under the Meghalaya Societies Registration Act, 1983. The members of BIA require electricity for industrial purpose and, as such, the society approached the appellant herein for obtaining electricity supply to the industrial units of its members at a concessional rate. It may be indicated at the outset that the tariff for supply of electricity is fixed by the Meghalaya State Electricity Regulatory Commission in accordance with the statutory requirements.

4. A memorandum of understanding was entered between the appellant and BIA for sale of power to its member industrial concerns at a special rate on or about October 7, 2020. Since the MoU provided for electricity to be supplied by the appellant to the members of BIA at a fixed but concessional rate, the approval of the State Electricity Regulatory Commission was necessary. An application was filed in such regard, which was disposed of by the State Electricity Regulatory Commission by an order of October 19, 2020. The relevant order of the Regulatory Commission incorporated the entirety of the MoU as a part thereof, including the key clause therein pertaining to the concessional rate of Rs.4.90 per kvah, inclusive of demand charges, for an initial period of three years from the date of implementation of the MoU. The supply at a concessional rate, in terms of the MoU, was to be made upon the member industries of BIA maintaining a minimum load factor of 68 per cent. The load factor was to be determined on an average basis and the relevant clause pertaining thereto provided that the load factor would be adjustable over a six- month consumption period between April and September and October and March. The MoU clearly stipulated, in its 17th clause, that the arrangement 'can be terminated by either of the two parties after giving 3 months advance notice.' The State Electricity Regulatory Commission endorsed the entirety of the agreement by setting it out and making it a part of its order dated October 19, 2020. To boot, two sub-paragraphs in the operative part of the order contained at paragraph 21 thereof specifically referred to the reduced rate of tariff and the requirement to meet the minimum load factor of 68 per cent. The Regulatory Commission also indicated that any amendment or modification of any clause in the MoU 'will only be done with the mutual consent of the parties involved and with the approval of MSERC.'

5. The order dated October 19, 2020 by which the MSERC approved the concessional rate at which the appellant would supply power to member industries of BIA signed off with the following observation:

'In the result the Commission approves the petition for special tariff for an initial period of 3 years to the industrial consumers of the Respondent, BIA as per the terms and conditions provided in details of the MOU executed between MePDCL and BIA, as reproduced at para 20 above.'

6. It appears that pursuant to the MoU with the body of the industrial manufacturers at Byrnihat, individual agreements were entered into between the appellant and the individual industrial units for drawing electricity at the concessional tariff. The individual agreements were, indeed, incidental to the MoU and incorporated the terms of the MoU or were completely based on the terms of the MoU. Thus, the individual agreements which were executed under the umbrella of the MoU, essentially provided for three key matters: that the relevant unit would be entitled to a concessional rate of tari