Shri Ruhini Gogoi vs. Oil And Natural Gas Corporation And Anr

Held

The Court held that Respondent Nos. 1 & 2 (ONGC) could not unilaterally change the Bank Details, PAN Details, and GSTIN Details of the Petitioner's proprietorship firm to that of the partnership firm. The Court reasoned that the original contract, dated January 31, 2023, clearly stipulated that any modification required a written amendment. The Court referred to Section 62 of the Indian Contract Act, 1872, regarding novation, rescission, and alteration of contracts, emphasizing that for ONGC to make payments to the partnership firm, there needed to be a formal alteration or novation of the original contract. Without such a written alteration, the original contract remained in force, and ONGC could not legally switch to the partnership's details. The Court also noted that the Petitioner, as the proprietor, would remain obligated under the original contract while not receiving consideration, leading to a breach by ONGC. The Court clarified that the issues in the writ petition were distinct from the civil suit filed by Respondent Nos. 3 & 4, and its adjudication would not affect that suit. The Court directed ONGC to forthwith correct its records to reflect the Petitioner's proprietorship details and to make payments as per the original contract to the proprietorship firm's bank account using the proprietorship's PAN and GSTIN.

Facts

The Petitioner, Shri Ruhini Gogoi, a proprietorship firm, had a contract with Oil and Natural Gas Corporation (ONGC) for laying and maintenance of pipelines. The contract was entered into on January 31, 2023, with M/S Ruhini Gogoi, a proprietorship firm, identified by a specific Vendor Code, Bank Account, PAN, and GSTIN. The Petitioner later entered into a partnership agreement with Respondent Nos. 3 and 4 on December 28, 2023, to convert the proprietorship business into a partnership under the same name. The Petitioner alleges that Respondents 3 and 4, without his knowledge, initiated steps with ONGC to change the contract details from proprietorship to partnership. ONGC subsequently changed the Petitioner's Bank Account, PAN, and GSTIN details to those of the partnership firm without amending the original written contract. The Petitioner filed a writ petition seeking restoration of his original details and a direction not to unilaterally change his vendor status.

Key Issues

1. Whether the Respondent Nos. 1 & 2 (ONGC) could unilaterally change the Bank Account, PAN, and GSTIN details of the Petitioner's proprietorship firm to that of a partnership firm without a written amendment or novation of the original contract dated January 31, 2023, as per Clause 1.1 of the said contract? Petitioner's arguments: The Petitioner contended that ONGC changed his vendor status by altering payment details without issuing any notice or obtaining direct confirmation from him. He argued that ONGC acted illegally by relying on third-party communication without proper verification. The Petitioner emphasized that the contract explicitly requires written amendments for any modifications. Revenue/State's arguments: Respondent Nos. 1 & 2 (ONGC) argued that the writ petition was not maintainable and claimed that the changes were made at the Petitioner's instance, supported by documents submitted by the Petitioner. Respondent Nos. 3 & 4 argued that the dispute was a civil matter, not a public law remedy, and that a suit was already pending concerning financial claims against the Petitioner.