1. The petitioner is seeking interim injunction for restraining the respondent from selling the wax produced at its new plant namely HDPE/LLDPE Plant at its Petro Chemical Complex at Pata, U.P. to any third party. The petitioner is also seeking a direction to the respondent to supply the entire quantity of wax produced at its aforesaid plant to the petitioner according to the terms of the agreement dated 1st April, 1999.

2. Vide ex-parte order dated 25th February, 2013, this Court issued notice to the respondent and in the meantime, restrained the respondent from selling wax to the third party till the next date of hearing.

3. The respondent has filed I.A.No.3669/2013 under Order XXXIX Rule 4 of the Code of Civil Procedure for vacation of the ex-parte order dated 25th February, 2013.

4. The pleadings in OMP No.178/2013 and I.A.No.3669/2013 are complete. Both the parties have also filed brief note of submissions in terms of the order dated 17th April, 2013.

5. Brief Facts

5.1. On 1st April, 1999, the petitioner entered into an agreement with the respondent in which the respondent agreed to sell/supply the entire quantity of HDPE wax produced at its plant at its Petro Commercial Complex at Pata, U.P. to the Petitioner for a period of 20 years.

5.2. In 2002, the respondent envisaged the installation of a new plant. The respondent commenced the erection of the new plant in 2004 and the same was commissioned in December, 2007.

5.3 The respondent is selling wax from the new plant to third parties since April, 2012.

5.4. According to the petitioner, the wax produced from the new plant is covered under the agreement dated 1st April, 1999 and has therefore, approached this Court for injunction. However, according to the respondent, the wax from the new plant is not covered under the agreement dated 1st April, 1999 and therefore, the respondent can sell the wax to third parties.

5.5. The following question as to the interpretation of the term ‘Plant’in the agreement dated 1st April, 1999 has arisen for consideration in this petition:-

‘Whether the term ‘Plant’ in the agreement dated 1st April, 1999 means only the plant that existed at the time of the agreement dated 1st April, 1999 as alleged by the respondent or it includes the new plant set-up by the respondent as contended by the petitioner?’

6. Agreement dated 1st April, 1999

6.1. In order to interpret the meaning of the word ‘plant’ in the Agreement dated 1st April, 1999, it is necessary to reproduce the relevant portions of the Agreement which are as under: “W HEREAS The SELLER has set up an HDPE/LLDPE Plant (“The Plant”) at its Petrochemical Complex at Pata, in State of Uttar Pradesh (India) (hereinafter called ‘UPPC’). AND WHEREAS the said Plant is expected to produce 3.6 KTA of Low grade HDPE Wax as a by-product. AND WHEREAS the BUYER has offered to purchase the entire quantity of HDPE Wax that shall be produced at the SELLER’s Plant at UPPC. AND WHEREAS in pursuance of the said offer the SELLER has agreed to sell and deliver to the BUYER HDPE Wax produced at the Plant at UPPC on the terms and conditions hereinafter contained. NOW, therefore, the parties hereto hereby agrees as follows: ARTICLE-1: EFFECTIVE DATE AND DURATION

1.1 This Agreement shall become effective on the date of execution and unless terminated as per the provisions hereof, and shall remain in effect for a period of 20 (Twenty) years. ARTICLE-2 : PURCHASE AND SALE

2.1 SUPPLY & SALE BY SELLER a) Throughout the term of this Agreement, but subject to the terms and conditions hereof, the SELLER shall supply and sell to the BUYER all the HDPE Wax produced at Seller’s Plant at UPPC from and after the date of commencement of production.” (Emphasis supplied)

7. Submissions of the Petitioner

7.1. The word ‘Plant’in the Agreement is used in wide sense

7.1.1. The word ‘Plant’ has been used in the Agreement dated 1st April, 1999 in the wider sense of being the whole industrial project or complex or factory and i