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9. The cases cited by learned Counsel for the defendants are clearly distinguishable on facts. In Indian Oil Corporation (supra), the contract (clause-28 of the distributorship agreement) gave right to either party to determine the agreement by giving 30 days' notice and the only relief that was permissible in such a case was award of a compensation for the period of notice, that is to say, 30 days. It is in the context of this clause that the Supreme Court held that the respondent before it (original plaintiff) was not entitled to restoration of its distributorship terminated by the appellant (original defendant), but only entitled to compensation for loss of earning for the notice period of 30 days, since such notice was not given by the defendant to the plaintiff. Likewise, in Jindal Steel and Power Ltd. (supra), the relevant clause of the contract gave right to the respondent before the Court (original defendant) to terminate the licence after giving 30 days' notice to the petitioner (original plaintiff). In pursuance of this clause, a learned Single Judge of Delhi High Court held that the contract was determinable by its very nature. In Spice Digital Ltd. (supra), the relevant contract (clause 6.2 of the agreement before the Court) gave right to either party to the contract to terminate the agreement upon a 30 days' prior written notice to the other party without assigning any reason for such termination. Once again, it is in the context of such unilateral right of termination that the Court came to a conclusion that the contract was, by its very nature, determinable and no specific performance could be claimed. All these cases are clearly distinguishable and do not support the defendants' case here."

without provision for remedying the breach would constitute a third category. In my view, although the Indian Oil case referred to clause 27 thereof, which provided for termination forthwith "for cause", the decision turned on clause 28 thereof, which provided for "no fault" termination, as discussed earlier. Thus, the third category of contract is not determinable by nature; nonetheless, the relative ease of determinability may be a relevant factor in deciding whether to grant specific performance as regards this category. The fourth category would be of contracts that are terminable for cause subject to a breach notice and an opportunity to cure the breach and the fifth category would be contracts without a termination clause, which could be terminated for breach of a condition but not a warranty as per applicable common law principles. The said fourth and fifth categories of contract would, certainly, not be determinable in nature although they could be terminated under specific circumstances. Needless to say, the rationale for Section 14(c) is that the grant of specific performance of contracts that are by nature determinable would be an empty formality and the effectiveness of the order could be nullified by subsequent termination."

90. The decision in Indian Oil Corporation Ltd. v. Amritsar Gas Service and Ors. (supra) essentially, rested on two grounds. First, the conclusion of the arbitral tribunal that the contract in question was determinable. In view of this finding, it was clearly not open for the arbitral tribunal to have directed specific performance of the contract. Second and more important, the fact that the contract in question (Distributorship Agreement) could otherwise be terminated by either party by giving thirty days' notice. Clearly, if the terms of a contract entitles either of the parties to terminate the same in its absolute discretion, it would be inequitable to denude the parties of their right to otherwise terminate the same. Enforcing specific performance of a contract of its nature would clearly be a futile exercise. Plainly, such contracts, which can be determined by either parties at will in their absolute discretion, are contracts which in their nature are determinable and therefore, the parties to such contracts cannot in equity seek specific performance against a party, by completely ignoring its right to terminate the same at will.

92. In Orissa Manganses and Minerals (Pvt.) Ltd. vs Adhunnik Steel Ltd: AIR 2005 Ori 113, the Orissa High Court considered a contract which entitled either party to terminate the contract if after issuing ninety-days' notice to remedy the breach, the same was not cured. The court did not accept the agreement in question was in its nature determinable and not specifically enforceable. It held that since "only in the event either party fails to remedy the breach, the agreement can be terminated. Therefore, it cannot be said that the agreement is determinable at the instance of either party". This decision was carried in appeal before the Supreme Court. The Supreme Court did not upset the aforesaid view; it modified the order and restrained the appellant from creating any third-party rights in respect of the mine in question and also restrained the appellant from contracting with any third party to carry on the mining operations. [Adhunik Steels Ltd. v. Orissa Manganese and Minerals (P) Ltd.:(2007) 7 SCC 125].