Construction and consultancy contracts are full of clauses that condition payment for extra work on prior written approval — and businesses are full of teams that do the work first and seek the paper later. On 2 September 2026, the Delhi High Court decided O.M.P. (COMM) 419/2016, D.S. Partnership v. NATRIP, a challenge under Section 34 of the Arbitration and Conciliation Act, 1996 to an award that had denied a consultant compensation for additional design work precisely because the contract's approval clause had not been honoured. Justice Om Prakash Shukla dismissed the petition. The judgment is a working demonstration of two propositions every commercial litigant should internalise: the tribunal's reading of the contract binds, and quantum meruit cannot be used to outflank a bargain the parties actually made.
The dispute
The petitioner rendered consultancy services to NATRIP for automotive testing facilities under a framework of contracts. During execution of the second contract, it undertook additional work — modifications to existing utilities designs — without obtaining the prior written approval that Clause 8.2(iv) of the first contract mandated for such work to become compensable. A three-member arbitral tribunal found that the additional work had in fact been performed, but denied compensation: the contractual precondition of written approval was not satisfied, and the alternative claim on quantum meruit was rejected.
The Section 34 challenge
Before the High Court, the consultant\'s essential grievance was that a tribunal which found work performed ought to have found it payable. The court declined the invitation. Its reasoning tracks the settled architecture of Section 34: the tribunal had applied the contract\'s terms; interpreting those terms and weighing the evidence is the tribunal\'s province; and an award applying a bargained-for approval clause offends neither the fundamental policy of Indian law nor basic notions of justice or morality. The petition was dismissed.
Section 34 is not a first appeal. Once the tribunal\'s view of the contract is a possible one, the inquiry ends — the court does not ask whether it would have read Clause 8.2(iv) differently, or whether equity favoured payment for work actually done.
Approval clauses: how they operate
What the contractor sees
Urgent instructions on site, informal nods from the employer\'s engineers, work performed in good faith, and an expectation that value delivered will be value paid.
What the tribunal enforces
The clause as written: no prior written approval, no entitlement. The finding that work was done establishes the fact of performance, not the right to payment.
The commercial logic of such clauses is employer-side cost control: they prevent scope creep from ripening into monetary claims. Tribunals and courts enforce them because the parties chose them. The equitable counterweight — quantum meruit under Section 70 of the Contract Act — presupposes that no contractual stipulation governs the situation. Where the contract speaks precisely to how additional work becomes payable, the equitable route is closed; holding otherwise would rewrite the risk allocation the parties priced.
Drafting and conduct lessons
For contractors and consultants: treat the approval clause as a condition of payment, not a formality. Seek written instructions before mobilising for any variation; where urgency genuinely precludes prior approval, record the instruction and the urgency contemporaneously and seek ratification at once. For employers: administer the clause consistently, because a documented practice of paying unapproved variations can itself become the battleground. For counsel at the claims stage: plead the approvals with the claim — a Section 34 court will not repair at the challenge stage what the record failed to establish before the tribunal.
The decision joins a consistent line of Delhi High Court authority holding the Section 34 gate narrow. For commercial parties in Delhi, the message is unchanged and now freshly illustrated: win the case before the tribunal, on documents created before the dispute.
This article is for general information only and is not legal advice or a solicitation.
Frequently Asked Questions
Why was the consultant not paid for work it admittedly performed?
Because the contract conditioned payment for additional work on prior written approval, and none had been obtained. The tribunal found the work was done but held the contractual precondition unmet, and it rejected the claim for compensation including on quantum meruit. The court found no ground under Section 34 to disturb that conclusion.
Can quantum meruit be claimed when a contract governs the relationship?
Where a subsisting contract covers the field and expressly regulates how extra work becomes payable, a party generally cannot bypass those terms by claiming reasonable remuneration outside the contract. Quantum meruit under Section 70 of the Contract Act operates in the absence of a governing contractual stipulation, not in defiance of one.
What exactly does a Section 34 court review?
Not the merits. The court examines only the grounds in Section 34 — including conflict with the public policy of India, understood as fraud, contravention of fundamental policy of Indian law, or conflict with basic notions of morality and justice. Findings of fact, appreciation of evidence and the interpretation of contractual terms belong to the tribunal.
What is the practical lesson for contractors and consultants?
Paper the variation before performing it. Where prior written approval is the payment trigger, an email trail seeking and recording approval is the cheapest insurance in the contract; performing first and litigating later has now failed at the tribunal and at Section 34 in a case squarely on the point.