- 1 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 25TH DAY OF APRIL, 2026 BEFORE THE HON'BLE MR. JUSTICE SACHIN SHANKAR MAGADUM WRIT PETITION NO. 12143 OF 2025 (GM-TEN) C/W WRIT PETITION NO. 12145 OF 2025 (GM-TEN) IN WP No. 12143/2025 BETWEEN: MATHA TECHNOLOGIES REPRESENTED BY ITS MANAGING PARTNER AND DULY AUTHORIZED SIGNATORY, MR. RAMAPPA RATHOD O/A NO. 106, MATHRU KRUPA, 1ST MAIN, 5TH CROSS, SAPTHAGIRI NAGARA YALAKKI SHETTAR COLONY DHARWAD-580 004 …PETITIONER (BY SRI. PRABHULING K NAVADGI, SR. COUNSEL FOR SMT. SANJEEVINI PRABHULING NAVADGI, ADVOCATE) AND: 1. STATE OF KARNATAKA DEPARTMENT OF HIGHER EDUCATION, 6TH FLOOR, M S BUILDING, DR.AMBEDKAR VEEDI, BENGALURU-560001. REPRESENTED BY PRINCIPAL SECRETARY. Digitally signed by NAGARAJA B M Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 2. THE COMMISSIONER, DEPARTMENT OF TECHNICAL EDUCATION, GOVERNMENT OF KARNATAKA, TANTRIKA SHIKSHANA BHAVANA, PALACE ROAD, BENGALURU-560001 …RESPONDENTS (BY SRI. KIRAN V. RON, ADDL. AG FOR SMT. NAVYA SHEKAR, AGA) THIS WRIT PETITION IS FILED UNDER ARTICLES 226 AND 227 OF THE CONSTITUTION OF INDIA PRAYING TO QUASH THE NOTICE BEARING NO. DTE/06/IST(3)/2024 DATED 12.02.2025 ISSUED BY RESPONDENT NO.2 CANCELLING THE TENDER AWARDED TO THE PETITIONER AND APPROVAL GIVEN BY THE RESPONDENT NO.1 FOR CANCELLATION OF TENDER VIDE ITS COMMUNICATION BEARING NO. ED 222 DTE 2024, DATED 24-01-2025 VIDE ANNEXURE-A AND B RESPECTIVELY. DIRECT THE RESPONDENT TO CONTINUE THE ARRANGEMENT AS PER THE WORK ORDER BEARING NO.DTE EST (3) 2017/1769/A DATED 21.07.2018 READ WITH AGREEMENT DATED 22-09-2018 VIDE ANNEXURE-D AND E RESPECTIVELY. IN WP NO. 12145/2025 BETWEEN: OBJECT TECHNOLOGIES PARTNERSHIP FIRM REPRESENTED BY ITS MANAGING PARTNER AND DULY AUTHORIZED SIGNATORY, MR. A NAGARAJ, O/A NO. 11/39A, 1ST FLOOR, BULL TEMPLE ROAD BASAVANAGUDI BANGALORE-560 004 ...PETITIONER (BY SRI. PRABHULING K NAVADGI, SR. COUNSEL FOR SMT. SANJEEVINI PRABHULING NAVADGI, ADVOCATE) - 3 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 AND: 1. STATE OF KARNATAKA DEPARTMENT OF HIGHER EDUCATION, 6TH FLOOR, M S BUILDING, DR. AMBEDKAR VEEDI, BENGALURU-560001. REPRESENTED BY PRINCIPAL SECRETARY 2. THE COMMISSIONER, DEPARTMENT OF TECHNICAL EDUCATION, GOVERNMENT OF KARNATAKA, TANTRIKA SHIKSHANA BHAVANA, PALACE ROAD, BENGALURU-560001 ...RESPONDENTS (BY SRI. KIRAN V. RON, ADDL. AG FOR SMT. NAVYA SHEKAR, AGA) THIS WRIT PETITION IS FILED UNDER ARTICLES 226 AND 227 OF THE CONSTITUTION OF INDIA PRAYING TO QUASH THE NOTICE BEARING NO. DTE/06/IST(3)/2024 DATED 12.02.2025 ISSUED BY RESPONDENT NO.2 CANCELLING THE TENDER AWARDED TO THE PETITIONER AND APPROVAL GIVEN BY THE RESPONDENT NO.1 FOR CANCELLATION OF TENDER VIDE ITS COMMUNICATION BEARING NO. ED 222 DTE 2024, DATED 24-01-2025 VIDE ANNEXURE-A AND B RESPECTIVELY. DIRECT THE RESPONDENT TO CONTINUE THE ARRANGEMENT AS PER THE WORK ORDER BEARING NO. DTE EST (3) 2017/1769/A DATED 21.07.2018 READ WITH AGREEMENT DATED 22-09-2018 VIDE ANNEXURE-D AND E RESPECTIVELY. THESE PETITIONS, COMING ON FOR DICTATING ORDERS, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE SACHIN SHANKAR MAGADUM - 4 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 ORAL ORDER The captioned writ petitions are instituted by two private partnership firms calling in question the legality and correctness of the action of respondent No.1 in approving the cancellation of the tender earlier awarded in favour of the petitioners, culminating in communication bearing No. ED-222-DTE-2024 dated 24.01.2025, produced at Annexures-A and B respectively. Consequentially, the petitioners have sought issuance of a writ in the nature of mandamus directing the respondents to continue the contractual arrangement in terms of the work orders issued in their favour. 2. The gravamen of the grievance, as projected in both the petitions, is that pursuant to a tender process initiated by the Directorate of Technical Education, the petitioners were invited for negotiations, wherein, through a consensual arrangement, the petitioners agreed to apportion the scope of work by dividing the operational - 5 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 responsibilities, each firm undertaking services in 15 districts. It is the specific case of the petitioners that such division of contractual obligations was not unilateral, but a mutually agreed arrangement arrived at in the presence of the departmental authorities. 3. It is further contended that following a series of deliberations, both the petitioners were issued formal work orders dated 21.07.2018, and in furtherance thereof, separate agreements came to be executed between each petitioner firm and respondent No.3, delineating the respective rights, duties, and obligations governing the execution of the contract. 4. The petitioners assert that under the terms of the agreement, the respondents were obligated to pay service charges at the rate of 13% on the wage component, including revisions effected in compliance with statutory mandates under the Minimum Wages Act, 1948. However, contrary to the agreed stipulations, the - 6 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 respondents are alleged to have unilaterally withheld payment of service charges on the enhanced wage component, thereby committing a fundamental breach of contractual obligations. 5. Aggrieved by such non-compliance, the petitioners claim to have submitted multiple representations calling upon the respondent-authorities to honour the contractual terms and release the legitimate dues. It is their case that notwithstanding the petitioners having discharged their obligations in entirety and having continuously rendered manpower services, the Department of Treasury abruptly stalled clearance of invoices on the ostensible ground of absence of a requisite Letter of Intent, which according to the petitioners, is wholly untenable and contrary to the subsisting contractual framework. 6. In this backdrop, the petitioners were constrained to approach the jurisdictional Commercial - 7 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 Court and had secured an order of injunction restraining the respondents from taking precipitative action. However, in blatant disregard of the said subsisting injunction order, respondent No.1 proceeded to accord approval for cancellation of the tender on 24.01.2025, pursuant to which respondent-authorities issued notice dated 12.02.2025, unilaterally terminating the contractual arrangement and directing the petitioners to discontinue manpower services upon expiry of three months from the date of receipt of the said notice. 7. In response to the notice issued by this Court in the captioned writ petitions, the State has entered appearance and has filed its detailed statement of objections in W.P. No.12143/2021, which is adopted in the connected matter. 8. The sum and substance of the defence set up by the respondent–State is that the petitioners have not approached this Court with clean hands and that the - 8 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 contractual relationship was vitiated on account of material deviations committed by the petitioners in the course of execution of the work. It is specifically contended that, after completion of the initial financial year, the petitioners, to the utter shock of the respondent- department, commenced raising invoices at enhanced rates by claiming service charges at 13% on revised wage components, which according to the respondents, was not in consonance with the terms of the contract. Therefore, the invoices so raised were treated as being dehors the contractual stipulations. 9. The respondents further place reliance on a Circular issued by the Additional Chief Secretary, Department of Finance, bearing No. DE 355 ªÉZÀÒ-12/2024 wherein it is mandated that all successful L1 bidders are required to compulsorily upload and submit a Letter of Intent on the e-procurement portal as a condition precedent for continuation of contractual arrangements. Placing heavy reliance on the said circular, the - 9 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 respondents contend that a comprehensive re-examination of agreements entered into with various contractors was undertaken. 10. Upon such scrutiny, it is asserted that in several contracts, including those entered into with the present petitioners, no Letter of Intent was found to have been uploaded or furnished as mandated. This, according to the respondents, constitutes a serious procedural and contractual lapse, rendering the continuation of such contracts untenable. 11. On merits, the respondents contend that the tender in question pertained to engagement of manpower, particularly Group-D employees, and that two separate agreements came to be executed with the petitioner firms. However, it is alleged that the very manner in which the work order was structured suffers from a fundamental illegality, inasmuch as the original tender, which ought to have been awarded to a single L1 bidder, was - 10 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 impermissibly split and apportioned between two distinct entities, namely the present petitioners. 12. It is the categorical stand of the respondents that such splitting of the tender is in violation of the governing procurement norms and the aforesaid circular, and therefore, the very foundation of the contractual arrangement is vitiated. In furtherance of this position, the Commissioner of the Department of Technical Education issued notice dated 12.02.2025, setting out the reasons for termination and calling upon the petitioners to discontinue services. 13. Without prejudice to the above contentions, the respondents have also taken a stand that there has been a subsequent change in policy, pursuant to which all subsisting agreements were revisited, and contracts not in conformity with the revised norms were identified for termination. It is therefore contended that the impugned action is a policy-driven decision, taken in public interest, - 11 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 and does not warrant interference in exercise of writ jurisdiction. 14. The respondents further contend that the agreements in question were, in any event, for a fixed tenure of five years commencing from the year 2018, and the said contractual period has already expired. Consequently, it is urged that the petitioners no longer possess any subsisting enforceable right and have lost locus standi to challenge the impugned action. On these grounds, the respondents seek dismissal of the writ petitions as being devoid of merit, both on facts and in law. 15. Heard the learned Senior Counsel appearing for the petitioners and the learned Additional Advocate General appearing for respondents. 16. The following points would arise for consideration: - 12 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 "(i) Whether the impugned action of the respondents in cancelling the tender vide communication dated 24.01.2025 and consequential notice dated 12.02.2025 is arbitrary, illegal, and violative of Articles 14 and 19(1)(g) of the Constitution of India? (ii) Whether the respondents are justified in contending that the petitioners committed breach of contractual terms by raising invoices with enhanced service charges at 13% on revised wage components, and if so, whether such alleged deviation warrants termination of the entire contract? (iii) Whether the reliance placed by the respondents on the Circular dated 1-8-2024 mandating submission of Letter of Intent on the e-procurement portal can be retrospectively applied to contracts executed in the year 2018, so as to invalidate the petitioners’ contractual rights? - 13 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 (iv) Whether the respondents establish that the original tender process stood vitiated on account of impermissible splitting of the contract between two entities, and if so, whether the petitioners can be faulted for an arrangement allegedly approved and acted upon by the respondent-authorities themselves? (v) Whether the impugned action of cancellation is sustainable in law in light of the subsisting injunction order passed by the competent Commercial Court, and whether such action amounts to wilful disobedience of a judicial order? (vi) Whether the respondents can justify the impugned action on the ground of subsequent policy change, and whether such policy decision can override vested contractual rights of the petitioners without affording due process? - 14 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 (vii) Whether the contention of the respondents that the contract period has expired and thereby the petitioners have lost locus standi to maintain the writ petitions is tenable in the facts and circumstances of the case? (viii) Whether the petitioners have made out a case for issuance of a writ of mandamus directing continuation of the contractual arrangement, or any other consequential reliefs?" Findings on Point Nos. (i) to (viii) 17. Before adverting to the rival contentions and embarking upon an analysis of the points formulated hereinabove, this Court deems it apposite to refer to the relevant clauses of the agreement governing the parties. The contractual relationship between the petitioners and the respondent-authorities is regulated by the Agreement dated 22.09.2018. In order to appreciate the controversy in its proper perspective, particularly with regard to the - 15 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 tenure of the contract and the obligations inter se the parties, it is necessary to extract the clauses pertaining to the period of the agreement as well as Clause 9, which assumes significance in the context of the present dispute. The same are extracted hereunder for ready reference: "9.
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Firstly, the contractual arrangement entered into between the petitioners and the respondent- authorities was for a fixed tenure of five years, commencing from the year 2018. The said period having admittedly come to an end in the year 2023, the contract has worked itself out by efflux of time, thereby extinguishing any subsisting contractual right in favour of the petitioners. 20. Secondly, Clause 9 of the Agreement unequivocally stipulates that the contract is determinable in nature, and can be terminated by either party by issuing a three months’ notice. The said clause confers an - 17 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 express contractual right on the respondent-authorities to bring the arrangement to an end in accordance with the agreed terms. 21. In the light of these governing stipulations, the impugned action of the respondents in issuing notice dated 12.02.2025, pursuant to approval dated 24.01.2025, cannot be said to be dehors the contract. On the contrary, the termination is in consonance with Clause 9 of the Agreement. It is a settled principle that parties to a contract are bound by its terms, and having entered into a determinable contract with a fixed tenure, the petitioners cannot now be permitted to resile and seek enforcement beyond the contractual framework. 22. That apart, the respondents have also placed reliance on a Circular issued by the Finance Department mandating compliance with certain procedural requirements, including submission of a Letter of Intent through the e-procurement portal. The material placed on - 18 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 record indicates that the respondents have undertaken a review of existing contracts in the light of the said policy directive. Insofar as the petitioners’ contracts are concerned, the respondents have pointed out procedural irregularities, including the manner in which the tender work came to be split between two entities. Though serious contentions are urged on either side touching upon the legality of such arrangement under the Karnataka Transparency in Public Procurements Act, 1999, this Court is of the considered view that an elaborate adjudication on these aspects is rendered academic in view of the conclusion that the contract itself has come to an end. 23. This Court also cannot lose sight of the fact that even otherwise, the contract being determinable in nature, no writ of mandamus can ordinarily be issued to enforce continuation of such contractual arrangement, particularly when the tenure has already expired. The petitioners, therefore, cannot claim any vested or enforceable right to - 19 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 seek continuation of the contract beyond the agreed period. 24. Insofar as the contention relating to subsisting interim orders passed by the Commercial Court is concerned, the same does not come to the aid of the petitioners in the present proceedings, inasmuch as the contractual relationship itself has ceased to exist by operation of time and by invocation of the termination clause. 25. At this juncture, the reliance placed by the learned counsel for the petitioners on the judgments of the Hon’ble Apex Court in ABL International Ltd. v. Export Credit Guarantee Corporation of India Ltd.1 and State of Uttar Pradesh v. Sudhir Kumar Singh2 requires to be examined and distinguished. In the case of ABL International Limited (Supra), the Hon’ble Supreme Court, while carving out an exception to the 1 (2004) 3 SCC 553 2 (2021) 19 SCC 706 - 20 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 traditional bar against entertaining writ petitions in contractual matters, held that a writ petition under Article 226 of the Constitution of India, would be maintainable even in matters arising out of contract where the action of the State is arbitrary, unreasonable or in violation of Article 14 of the Constitution of India, and particularly where the dispute does not involve seriously disputed questions of fact requiring elaborate evidence. The Court, however, was careful to circumscribe this principle by emphasizing that such jurisdiction is discretionary and must be exercised sparingly, especially when an efficacious alternate remedy exists or when the contract is purely in the realm of private law without public law elements. Likewise, in the case of Sudhir Kumar Singh (Supra), the Hon’ble Apex Court reiterated that violation of principles of natural justice, particularly the doctrine of audi alteram partem, would not ipso facto vitiate an action unless the person alleging such violation demonstrates actual prejudice, thereby underscoring the “useless - 21 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 formality theory” and holding that interference is unwarranted in cases where no real prejudice is caused. 26. However, the principles enunciated in the aforesaid judgments are wholly inapplicable to the facts of the present case. The controversy on hand does not pertain to an arbitrary State action in subsistence of a live contract, but rather arises in a situation where the contractual relationship itself has come to an end by efflux of time, coupled with invocation of an express termination clause in a determinable contract. The petitioners are seeking, in effect, enforcement and continuation of a concluded contract, which is impermissible in writ jurisdiction. There is neither a subsisting enforceable right nor any surviving public law element that would warrant invocation of the extraordinary jurisdiction under Article 226. In such circumstances, the ratio in the case of ABL International Limited (Supra), which permits limited judicial review in contractual matters involving arbitrariness, does not come to the aid of the petitioners, - 22 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 as the foundational requirement of an existing enforceable contractual right is conspicuously absent. 27. Similarly, the reliance on Sudhir Kumar Singh's (Supra) case is equally misplaced. Even assuming, for the sake of argument, that the petitioners were not afforded an elaborate pre-decisional hearing prior to issuance of the termination notice, no demonstrable prejudice is established, particularly when the termination is in strict consonance with the contractual stipulation permitting termination by notice and when the contract had, in any event, run its full course. The petitioners cannot seek to invoke the doctrine of natural justice to resurrect or perpetuate a contract that has otherwise lawfully concluded. Thus, both the judgments, though laying down salutary principles, operate in entirely different factual and legal contexts and do not advance the case of the petitioners in the present proceedings. - 23 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 28. Accordingly, this Court answers the points formulated hereinabove as under: (a) Point Nos.(i), (ii), (iii), (iv), and (vi) are answered against the petitioners, holding that the impugned action does not warrant interference in exercise of writ jurisdiction; (b) Point No.(v) is answered by holding that no relief can be granted in the absence of a subsisting enforceable contract; (c) Point Nos.(vii) and (viii) are answered by holding that the petitioners have lost locus standi and are not entitled to seek a writ of mandamus for continuation of a contract which has already expired and is otherwise determinable. 29. Accordingly, this Court proceeds to pass the following: - 24 - HC-KAR NC: 2026:KHC:23145 WP No. 12143 of 2025 C/W WP No. 12145 of 2025 ORDER The writ petitions are dismissed. Sd/- (SACHIN SHANKAR MAGADUM) JUDGE ALB List No.: 1 Sl No.: 51