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2. There are various obligations which are laid down in the maintenance agreement both on the part of the CAF and Project Company. There is an Article 8 in the Maintenance Agreement which provides for the assignment and subcontracting of the rights and obligation and the same reads as under:

"ARTICLE 8 ASSIGNMENT AND SUBCONTRACTING 8.1 Neither Party may assign, transfer, sell or in any way encumber its rights and/or obligations under this Agreement, without the prior written consent of the other Party.

a) That by way of article 8 of the maintenance agreement, the assignment and/or subcontracting in general is not permissible with an exception that CAF may assign or sub-contract its obligations to any of wholly owned subsidiary of CAF without any prior consent of the project company. Thus, the assignment of the obligations by CAF to the wholly owned subsidiary by CAF is permissible under the maintenance agreement itself.

b) The close reading of the recitals alongside the maintenance agreement would show that the assignment agreement has been signed in the backdrop of the existence of the maintenance agreement and is aimed at implementing the terms and conditions of the maintenance agreement and is not in breach or contradiction to the terms of the maintenance agreement. This is due to the reason that when it was contractually permissible under the maintenance agreement for CAF to assign the rights and obligations to its wholly owned subsidiary, then assignment of the rights and obligations in the form of assignment agreement is clearly aimed towards implementing the obligations of the maintenance agreement in consonance with the same as against in contradistinction to the same or to discharge the obligations of CAF from the maintenance agreement.

In the instant case, if we apply the said principle to the facts of the present case, I have already done analysis in the preceding paragraphs of my discussion that the reading of Article 2.2 and 2.3 alongside the recitals of the assignment agreement dated 17th May, 2010 would make it explicitly clear that the parties have intended to execute the assignment agreement in order to pave the way towards the implementation of the maintenance agreement as it is contractually permissible under the maintenance agreement to assign or subcontract the obligations by CAF to the wholly owned subsidiary which are defendant No. 2 to defendant No.1 respectfully. There is clearly a contrary intention appearing on behalf of the parties where they have agreed not to substitute the assignment agreement in place of the maintenance agreement but has entered into assignment agreement in order to effectuate the maintenance agreement.

43. So far as the second ingredient is concerned, there is no recession of the maintenance agreement and thus the question of recession does not arise. Lastly, the alteration has also not been done in the maintenance agreement as I have already indicated that it was term of the maintenance contract in the form of Article 8 that CAF can assign or subcontract the obligations to its wholly owned subsidiary without the consent of the project company. Even if one goes strictly by the terms of the contract, then the consent of the plaintiff was not even essential for subcontracting or assignment to defendant No.1 but the assignment agreement was entered into in order to make the terms explicit and clear. In that case, it cannot be said that the assignment agreement alters the maintenance agreement which leads to novation. Further, the existence of the retention of the performance of the defendant No.2 in the form of article 2.3 is also clear indicator that the parties never intended to alter the performance of the defendant No. 2 in the maintenance contract by entering into assignment agreement.