This Court was also referred to the non assignment clause at clause 1.7 of the Agreement between the Respondent and PSPK which expressly states there can be no assignment of “ the whole or any part of the Contract” without “…the prior agreement of the other Party”. To this I have noted the Federal Court case of Merita Merchant Bank Singapore Ltd v Dewan Bahasa dan Pustaka [2014] 9 CLJ 1064 cited to me where it was held: “[22] The pivotal issue here is however whether one party to a contract can unilaterally proceed to assign the rights and benefits under the contract despite having agreed to be bound mutually by a non-assignment clause which clearly stipulated that consent was a precondition before a valid assignment could be effected? This brings into focus another issue ie, whether consent under a non-assignment clause is a precondition before an assignment can be valid notwithstanding the fact that this is not clearly spelt out under s. 4(3) of the CLA. Against the backdrop of these issues, we are to determine whether the non-assignment clauses and the requirement for consent as incorporated in the 1996 contracts and the 1997 contract in the present case are valid in law. [23] Perhaps it would be opportune for us first to deal on the concept of non-assignment clauses and what it entails as a legal mechanism of some consequence. In practice, non-assignment clauses are very common in modern commercial contracts, often drafted for the benefit of both parties. Prohibitions on assignment derive from a concern that the debtor should not be required to perform the contract for anyone other than the party to the contract. This is their commercial objective. Further the non-assignment clause is subject to terms as agreed between the parties. As such that term must be binding on both of the parties. The effect of the prohibition depends on the construction of the prohibition clause in the contract. The prohibition may not be absolute, for example, a term that one party is not to assign the contract without the consent of the other. "If a contract contains a term prohibiting assignment, any purported assignment in breach of that prohibition made by one party of his contractual rights or of his rights arising under the contract will be ineffective as against the other party to the contract. It may however create rights between the assignor and assignee." (see Law of Assignment by AG Guest, 1st edn. 2012) [24] The English courts seemed to support the above proposition in that an assignment which was made in contravention of the non-assignment clause was unenforceable against the debtor. The leading case on this point is Linden Gardens Trust Ltd v. Lenesta Sludge Disposals Ltd and Others and Another Appeal [1993] 3 All ER 417 where the House of Lords held that a contractual prohibition vide cl. 17 on the non-assignment of the benefit of a contract is not contrary to public policy. The House of Lords held that prohibitions of such nature are, therefore, enforceable. His Lordship Lord Browne-Wilkinson had this to say: In my judgment clause 17 clearly prohibits the assignment of any benefit of or under the contract. It therefore follows the purported assignment to Linden Garden without the consent of the contractor constituted a breach of clause 17. The claim of Linden Gardens as assignee must therefore fail unless it can show that the prohibition in clause 17 was either void or contrary to public policy or, notwithstanding the breach of clause 17, the assignment was effective to assign the chose in action to Linden Garden. [25] In Hendry v. Chartsearch Ltd [1998] CLC 1382 the English Court of Appeal reiterated its earlier stance in Linden Gardens when it held that where an assignment of contractual rights was prohibited without the prior written consent of the other party, there could be no valid assignment where the consent was not sought before the assignment was made. [26] Text book authors have also lent credence to this proposition in their books. RM Goode in his book Legal Problems of Credit and Security (2nd edn., 1988) at p. had this to say: ... It is equally clear that a contractual provision against assignment entitles the debtor to refuse to deal with the assignee and to continue making payment to the assignor, so that the assignment is not capable of taking effect as a statutory assignment. Further a purported assignment by the original creditor would place him in breach of contract and entitle the debtor to exercise any remedies for breach of contract given by the agreement and the law. In short, the prohibition is effective as between the debtor and the assignee, and if the assignee brings proceedings his claim will be dismissed. [27]Chitty on Contracts (26th edn.) vol. 1 at para. 1413 also expressed a similar view in that: If rights arising under a contract are declared by the contract to be incapable of assignment, it seems that any purported assignment will be invalid against the debtor: [28] AG Guest in his book The Law of Assignment (1st edn.- 2012) stated that: lf a contract contains a term prohibiting assignment, any purported assignment in breach of that prohibition made by one party of his contractual rights or of his rights arising under the contract will be ineffective as against the other party. [29] The learned author further added that: The question whether and to what words of prohibition have the effect of prohibiting assignment is to be determined by construing the terms of the prohibition. [30] Closer to home the Court of Appeal in the case of Lam Hong Hardware Co Sdn Bhd v. Incacon Sdn Bhd & Yang Lain [2006] 2 CLJ 1129; [2006] 4 MLJ 531 in its majority decision took a similar stance when it held that: Di dalam rayuan ini sekarang, fasal 17 Articles of Documents jelas melarang responden pertama menyerahhak apa-apa bayaran kepada pihak ketiga tanpa kebenaran bertulis daripada responden ketiga. Dengan itu, suratikatan serahhak di antara responden pertama dengan pencelah tanpa kebenaran bertulis adalah tidak sah. Dengan itu, responden ketiga tidak tertambat dengan suratikatan serahhak tersebut. Ini dikuatkan oleh peruntukan fasal 3.09 Articles of Documents. [31] We share the same view. On the facts of this case, we find that the non-assignment clauses appearing in both the 1996 contracts and the 1997 contract were valid and binding on both parties. The two clauses appearing in both contracts prohibiting assignment were not absolute in nature but qualified in the sense once written consent is obtained one party can still assign their rights and benefits under the contract. The non-assignment clauses here expressly laid down that consent was a condition precedent before an assignment can be made. In our judgment, we find that the insertion of the non-assignment clauses as a term of the contract is not in contravention of s. 4(3) of the CLA. The non-assignment clause which made consent a precondition before the debts could be assigned did not operate to invalidate the assignment contract as it was a term agreed upon by both parties when they entered into the contract. It is trite that parties are free to enter into a contract with terms and conditions as they deem fit and these terms and condition are binding on the parties who have in the first place agreed to be bound by it. Thus, we hold that there could be no valid assignment if the element of consent under the non-assignment clause is not fulfilled. It was a well-established principle sanctioned by the doctrine of sanctity of contract that parties who make agreement must adhere to their terms.”