The termination of a contract without assigning reasons is binding as per the terms of the contract. Private parties performing public functions may not be subject to the writ jurisdiction of the court in contractual disputes.

JUDGMENT

Sanjeev Narula, J. (Oral)--The instant case revolves around a contentious termination of a Joint Venture Agreement between two educational entities, which has led to disputes over unauthorized trademarks and copyright usage and enforceability of contractual clauses. Briefly put, a Joint Venture Agreement ["JVA"], was executed between Aviral Education Welfare and Cultural Society [Petitioner No. 1 - hereinafter "AEWCS"] and Delhi Public School Society [Respondent - hereinafter "DPSS"], with the aim to establish an English Medium School in Village Teela Shahbazpur, Tehsil Loni, District Ghaziabad. Despite termination of the JVA shortly after its execution, AEWCS continues to operate the `Delhi Public School, Sahibabad' [hereinafter "school"] as a DPSS affiliated school, using DPS name and logos. AEWCS, along with some students enrolled in the school [hereinafter collectively "Petitioners"], have invoked the writ jurisdiction of this Court to annul the termination notice on the ground of arbitrariness and to declare some of the clauses of JVA as unconstitutional. DPSS vehemently opposes petition's maintainability and have also filed a Trademark and Copyright infringement case that is being listed and heard concurrently.

FACTUAL MATRIX

2. On 10th October, 2016, AEWCS entered into a JVA with DPSS for establishing a school under the name and style of `Delhi Public School'. It was agreed inter se parties that the school would be run, managed, and administered through a `Board of Management', which comprised of persons belonging to DPSS. The right to constitute the `Management Committee', `Selection Committee' and `Staff Members' vested exclusively with DPSS. AEWCS was required to incur expenditure and investment for establishing the school. On signing, AEWCS were charged INR 25 lakhs and vide a separate letter, INR 10 lakhs were charged from them towards education assistance to students and faculty of the school. They acquired land by taking a loan from Punjab National Bank and then constructed the school building thereon. Recognition was granted to the school by the Government of Uttar Pradesh on 05th July, 2018. Shortly thereafter, on 31st August, 2018, AEWCS requested DPSS to constitute the Selection Committee, in order to formalise ad hoc appointment(s) and facilitate the process for CBSE affiliation. Subsequently, CBSE affiliation was also granted to the school. AEWCS thereafter vide e-mail dated 31st August, 2018 informed DPSS that 83 students were studying in the school and steps have been taken towards opening of admission for academic session 2019-20.

3. At this juncture, DPSS invoked Clause 13 of the said agreement and vide notice dated 24th September, 2019, terminated the JVA without assigning any reason(s).

4. Aggrieved with the abrupt termination of JVA, AEWCS invoked Section 9 of the Arbitration and Conciliation Act, 1996. In the said petition [O.M.P.(I)(COMM) 98/2019], parties were referred to mediation. Unfortunately, amicable resolution of disputes was unsuccessful. In the interregnum, on account of restricted court functioning, proceedings in Section 9 Petition were postponed. In October 2020, AEWCS, filed the instant writ petition contending that this is a more efficacious remedy for agitating their grievances. Simultaneously, they withdrew the Section 9 Petition.

5. On 21st October, 2020, notice was issued in the instant writ petition, but no interim order was passed. Relevant portion of the said order is culled out below:

"2. Petitioner No.1 entered into a Joint Venture Agreement (in short `JVA') with the respondent whereby the parties agreed that the school will be run under the name and style of `Delhi Public School' and will be administered by a Board of Management which shall be constituted by the respondent Society. It is stated that for the school petitioner No.1 has spent large amount i.e. total project cost of Rs.44.37 crores and project land measuring 9 acres and has commenced the school. The S