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11.2 Termination for cause by BMW The following events shall entitle BMW to terminate this Agreement forthwith:

11.2.1 the Dealer breaching any of its obligations in terms of this Agreement and failing to rectify the situation within 14 (FOURTEEN) days of notice in writing to do so, it being understood that a rectification shall only be possible if in BMW's sole and absolute opinion that rectification is able to fully reinstate its business interests; or 11.2.1 the Dealer defaulting or delaying in making any payment due, whether formally demanded or not or suspends or threatens to suspend making any payments (whether of principal or interest) with respect to all or any class of its debts; or 11.2.3 the Dealer having any financial facility, which has been arranged by BMW or the Dealer for the payment of Contract Goods, withdrawn for any reason whatsoever; or 11.2.4 BMW's brand products, services or personnel is brought into disrepute or are likely to on account of any act or omission on the part of the Dealer in BMW's opinion, which decision thereon will be final and binding; or 11.2.5 the Dealer fails to comply with BMW procedures or instructions in relation to Authorised Premises and/or setting up and maintenance of 4S facility; or 11.2.6 the Dealer being sequestrated, declared bankrupt, subject to suspension of payments proceedings, insolvent or otherwise unable to pay or admits in writing its inability to pay its debts as they fall due, placed under judicial management, effecting a compromise or arrangement with creditors or general assignment in favour of creditors, having a special administrator appointed over it, permitting an act of insolvency or bankruptcy or having an order of court of competent jurisdiction is made (whether pursuant to the Companies Act, 1956 or otherwise) or an effective resolution is passed or a petition is presented for the winding-up or dissolution of the Dealer or if the Dealer shall apply or petition for a winding-up or administration order in respect of itself (except for the purpose of reconstruction, amalgamation, reorganization, merger or consolidation with the written consent of BMW and the surviving or transferee entity assuming all the obligations of the Dealer); or 11.2.7 the Dealer being subject to or effecting any change in the control (board, shareholding, financial or otherwise) of the Dealer or any Connected Undertaking without BMW's written consent first being had and obtained; or 11.2.8 the Dealer changing or threatening to change the nature or scope of its business, suspending or threatening to suspend a substantial part of the present business operations which it now conducts directly or indirectly, or any governmental authority expropriates or threatens to expropriate all or part of its assets; or 11.2.9 if any representation or warranty or statement which is made (or acknowledged to have been made) by the Dealer in connection with the execution and delivery of or in this Agreement shall be found to have been incorrect in any material and adverse respect, or if repeated at any time with reference to the facts and circumstances subsisting at such time would not be accurate in all material respects and if capable of remedy, such breach has not been remedied within 14(FOURTEEN) days after written notice of such breach shall have been given to the Dealer by BMW; or 11.2.10 if a receiver and/or manager over the Dealer's property assets or undertaking or any part thereof is appointed; or 11.2.11 if a distress or execution or other similar or equivalent process of a court of competent jurisdiction is levied or issued against any of the properties of the Dealer and such distress or execution or other process as the case may be is not discharged, withdrawn stayed within 14 (FOURTEEN) days from the date thereof; or 11.2.12 if any event or events shall occur or a situation shall exist which could or might, in the reasonable opinion of BMW prejudice the ability of the Dealer to perform its obligations under this Agreement; or 11.2.13 if any material licence authorization approval or consent required by the Dealer to carry on its business is revoked or withheld or is otherwise not granted ; or 11.2.14 it is or will become unlawful for the Dealer to perform or comply with any one or more of their respective obligations under this Agreement or this Agreement is or becomes, for any reason, invalid or unreasonable; or 11.2.15 the Dealer shall fail to satisfy any judgment passed against the Dealer by any court of competent jurisdiction and no stay of execution has been obtained and no notice of appeal against such judgement has been taken to any appropriate appellate court within the time prescribed by the relevant rules; or 11.2.16 anything analogous to any of the events specified above occurs under the laws of any applicable jurisdiction;
―Parsoli Motor Works Pvt. Ltd.
Ground Floor & First Floor Signature 1 Building, Near Makarba Circle S.G.Road Ahmedabad - 380 051 Your reference: Renewal of Dealer Agreement Department/From B3-IN-H/Mandeep Singh Telephone +91 124 4566600 Fax +91 124 4566602 E-mail Mandeep.Singh @bmw.in Date January 9th 2017 Subject Renewal of the Dealer Agreement for BMW Vehicles and BMW Parts.
Dear Mr. Talha Sareshwala, In accordance with Clause 11.1 of the Dealer Agreement dated January 14th, 2015 (Dealer Agreement), we hereby offer to renew the said Dealer Agreement for BMW Vehicles and BMW Parts for the duration of one year commencing from 1st January, 2017 until 31stDecember, 2017.

71. Applying the above principles, how does the agreement, dated 14th January 2015, between the rival parties, read?

72. Clause 1.1.1 of the agreement clearly states that the dealer appointed by BMW - i.e., in the present case, the petitioner - would be ―a non-exclusive dealer‖. This matter is made more explicit by the immediately following para, in the same clause, which confers, on BMW, ―the right to appoint, extend, terminate any dealer or in any territory or appoint any additional dealer on additional terms and conditions as it may impose in its commercial interest‖. Clause 11.1 is clear and unequivocal, and, read with the Eighth Schedule to the agreement, stipulates that the agreement would commence on 1 st January 2015, and would continue thereafter till 31st December 2015 (unless cancelled or terminated, earlier, by BMW), on which date it would automatically expire. The agreement is saved from certain death, on 31st December 2015, only if BMW renews the agreement in accordance with the said clause. Such renewal may, under the said Clause 11.1, be effected, by BMW, for a period of one calendar year, by entering into a renewal agreement on terms and conditions acceptable to BMW, no later than one month prior to the expiry of the original agreement, i.e. no later than 30th November 2015. Clause 11.2 of the Agreement set out, in its various sub-clauses, the circumstances in which BMW could terminate the agreement forthwith; however, in this case, BMW never exercised its right to terminate the agreement, so that it is not necessary to dwell further on Clause 11.2, or the various sub-clauses thereof.

74. There is no ambiguity in the terms of the agreement, however unhappy the petitioner might be therewith, or howsoever he may feel injured thereby. Ubi jus, as the adage goes, ibi remedium. For every right, there is a remedy; sans a right, however, there is no remedy.

75. Mr. Kathpalia correctly points out that the agreement dated 14 th January 2015 (supra), the terms of which were incorporated, by reference, into the letter of renewal dated 9th January 2017 (supra), did not clothe the petitioner with any right to have the agreement renewed. It is also correctly pointed out, by Mr. Kathpalia, that the agreement of 14th January 2015 was a fresh agreement, and not a mere renewal of the original agreement entered into, between the petitioner and the respondent, in May 2008, or on 5th January 2009. Clause 11.1 of the agreement dated 14th January 2015 is clear and categorical in its terms. The clause makes it explicitly clear that the agreement would come to an end on the 31st December. Read in conjunction with the letter dated 9th January 2017, therefore, the agreement between the petitioner and respondent came to end on 31st December 2017. Clause 11.1 clearly indicates that there would be no automatic renewal of the agreement. This aspect was underscored, by BMW, in its letter dated 9th January 2017 (supra), by emphasizing that, on expiration of the period dated 1st January 2017 to 31st December 2017, the petitioner was neither entitled to continuation of the business relationship nor to any compensation. The said terms were accepted, without demur or objection, by the petitioner, by appending, on the body of the said communication, the signature and stamp of its Managing Director. It would be facile, therefore, for the petitioner to seek to submit that there was any ambiguity, in the agreement between it and the BMW, regarding the fact that the said agreement would come to an end on 31st December 2017, by efflux of time. Clause 11.1, as Mr. Kathpalia rightly submits, authorised BMW to renew the agreement, for a period of one calendar year, on terms acceptable to it. In fact, the stipulation, in the said renewal clause, to the effect that the renewal would be only for one calendar year, in my opinion, further emphasizes the fact that the agreement would come to an end on the expiration of one year and would not automatically stand renewed thereafter. Renewal had, therefore, to be a conscious act on the part of BMW, upon terms and conditions acceptable to BMW. It is not in dispute that, in the present case, the said power of renewal was not exercised. It is not possible, therefore, for this Court, at least at an ad interim stage in exercise of its power under Section 9 of the 1996 Act, to direct BMW mandatorily to renew the contract with the petitioner.