GST change-in-law reimbursement under an amended contract extends to all affected transactions, not just direct items.

Amended contractual documents, including the pre-bid clarification and letter of award, are to be read together as part of the contract when assessing GST change-in-law claims. On that construction, "affected transactions", "in totality", and "equitable adjustment" extend reimbursement to the GST impact on the contract as a whole, including indirect or bought-out items. A deleted exclusion limiting reimbursement to direct transactions cannot be revived through a narrower reading of the general clause. The stated principle also aligns with Section 64A of the Sale of Goods Act, 1930, supporting reimbursement of the withheld GST amount with statutory interest where recovery is inconsistent with the contract.

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Issues: Whether the respondents were entitled to withhold the GST impact payable under the amended contract and whether the petitioner was entitled to reimbursement of GST with interest for the affected transactions under the contract.

Analysis: The amended contractual documents, including the pre-bid clarification and the letter of award, were read as integral parts of the contract. On that construction, the words "affected transactions", "in totality", and "equitable adjustment" covered the GST impact on the contract as a whole, including indirect or bought-out items. The earlier exclusion limiting reimbursement to direct transactions had been deleted and could not be reintroduced through a separate reading of the general change-in-law clause. The respondents had in fact reimbursed the GST impact for a substantial period and then abruptly stopped and started recovering amounts without justification. Such conduct was held to be arbitrary and inconsistent with the agreed contractual terms, and the petitioner's entitlement was also supported by the change-in-law principle embodied in Section 64A of the Sale of Goods Act, 1930.

Conclusion: The withholding of GST impact was unlawful, and the petitioner was entitled to reimbursement of the withheld GST amount with statutory interest.

Ratio Decidendi: Where a contract, read with its pre-bid clarification and letter of award, expressly provides for equitable adjustment on introduction of GST over all affected transactions in totality, the State or its instrumentality cannot restrict reimbursement by reverting to an excluded limitation or by acting inconsistently with the plain contractual language.

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