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(30) On a bare perusal of the said clause it appears that option had been given to either of the parties to terminate the contract without assigning any cause but on a condition that a notice in writing giving 90 days time to be communicated by the said party desiring to terminate the contract. Therefore, the said clause is applicable and available to both the parties to the agreement. The stand taken by PW1 that he never read the aforesaid clause 21 of the agreement before 1991 although he had entered into such agreement with the defendant in partnership with Mr. Raj Chopra, as far back as 1983 and individually in 1988 after the dealership was given to him in his personal own firm's name, cannot be believed. PW1, as it appears, is an educated person and a successful commercial businessman. He has stated in his evidence that his assets include several properties and that he has rental income, farm house, motor workshop and business in real estate. It can never be believed that a person like PW1 would not read the clauses of the agreement including clause 21 thereof till the year 1991 when the definite evidence on record is that he had received a copy thereof atleast in the year 1986 from Mr. Raj Chopra. The dealership agreement further contains an endorsement just above the signature of PW1 to the effect that he had read the contents of the agreement. It appears that PW1 has taken such an extreme stand of not having gone through the contents of the aforesaid agreement till 1991 in order to wriggle out of the objection taken by the defendant in the suit that there is inordinate delay in challenging the validity of the said clause 21. It is apparent that the plaintiff has chosen to challenge validity of clause 21 of the dealership agreement after a long lapse of time and that also after taking full advantage of the benefits of the dealership agreement from 1983 onwards. Such a challenge, in my opinion, is not permissible on the ground of waiver and estoppel as has been held by the Supreme Court in Pdm Reddy Vs. P.A.Rao, that the doctrine of waiver which the courts of law would recognise is a rule of judicial policy that a person will not be allowed to take inconsistent position to gain advantage through the aid of courts. It is further held that the essential element of waiver is that there must be a voluntary and intentional relinquishment of a right. The ratio of the aforesaid decision Application to the facts of the present case with full force. The plaintiff by electing to reap the benefits of the agreement and having enjoyed the same from the year 1983 could not have challenged clause 21 thereof after a lapse of about ten years.

(68) The aforesaid expression appears in clause 21 of the agreement which states that either party to the agreement could terminate the contract after giving to the other party a notice of 90 days `without assigning any cause'. The present agreement, it must be remembered, was entered into by the parties in the realm of private law as a result of purely private commercial transaction. It is also to be remembered that in a private contract a party is free to choose the person and the subject matter of the transaction according to its own free will. No restriction or fetter could be imposed on either of the parties to the manner, mode and the nature of the agreement that they choose to enter into. But the law applicable would be different when such an agreement is entered into in the realm of public law.

(71) On an overall view of the entire matter, it appears to me that the present agreement was never intended to be permanent and that in respect of dealership sales agreements between private parties such agreements could never be held to be perpetual unless so intended by the parties and specifically stated in the agreement itself. On a reasonable construction of the agreement in hand I hold that either party to the agreement was entitled to terminate the contract without assigning any reason by giving 90 days notice or even without giving any notice upon the happening of an event. Termination without cause in common law is a valid power which the parties may give to themselves. Whether the notice of termination is liable to be held as illegal and void as no cause exists for termination of dealership: