A contract that is determinable in nature cannot be specifically enforced, and no injunction against termination and enforcement of the contract can be issued.

JUDGMENT

Manoj Jain, J. (Oral)

1. Present petition has been filed under Section 9 of the Arbitration & Conciliation Act, 1996 (in short `said Act') seeking urgent directions from this Court for staying operation of the termination by the respondent of a project awarded to it.

2. Since pressing urgency in the matter has been expressed by Sh. Sandeep Sethi, Ld. Senior Advocate, with the consent of both the sides, the arguments have been heard for the purposes of final disposal.

3. According to the petitioner, the project in question was for providing services including development of an underground approach to ore body to produce mines at Zwarmala Mine in Udaipur District, Rajasthan. This project was awarded on 30.12.2020 for 48 months i.e. till 31.12.2024. This was an extremely capital-intensive project which required huge investment of resources and creating of necessary infrastructure by the petitioner. The job was being done, all along, by the petitioner in the most earnest manner. However, by virtue of letter dated 31.05.2023, the respondent has, arbitrarily and in complete violation of the specific terms of the agreement between the parties, has chosen to terminate the services of the petitioner with effect from 30.06.2023. According to the petitioner, it had invested huge money, resources and manpower in the aforesaid project and the contract could not have been terminated in unilateral manner, particularly when it was not guilty of any breach, much less a material one.

4. The attention of the Court has also been drawn towards various clauses of the contract as well as to the several communications exchanged between the parties. It is claimed that it was obligatory for the respondent to have adhered to the terms mentioned in the contract and if at all the respondent was of the view that there were material breaches, it should have given three breach notices, as contemplated under the contract and only if the petitioner had not carried out the requisite remedy, the contract could have been terminated. According to the petitioner, there is nothing which may indicate that there was any breach on the part of the petitioner. According to the petitioner, if one goes through the alleged breach notices, it would become clear that these were, in fact, never the notices which could be termed as `breach notices' and thus there is arbitrary and illegal termination of the contract, without any cause and without any kind of lapse on the part of the petitioner. It is prayed that if the interest of the petitioner is not protected, it will be in complete defiance of the provisions of the contract and would also cause irreversible and irreparable loss to the petitioner, who has already made extensive investment of resources and manpower and has employed as many as 430 personnel on the aforesaid project. It is thus prayed that the termination letter dated 31.05.2023 be directed to be stayed and the respondent be restrained from taking any coercive steps in furtherance thereto.

5. The application has been vehemently opposed. According to Sh. Krishnan Venugopal, learned Senior Counsel for the respondent, this Court cannot entertain the above request and stay the termination. It is claimed that the contract in question was `determinable in nature' and when any such contract is determinable in nature and thus cannot be specifically enforced, no injunction against termination and thereby enforcement of contract can be issued.

6. The core issue is obviously plain and simple.

7. Whether the contract in question is determinable by nature or not?

8. Sh. Sandeep Sethi, learned Senior Counsel for the petitioner has relied upon the judgments of Coordinate Bench of this Court given in Ascot Hotels and Resorts Pvt. Ltd. & Anr. vs. Connaught Plaza Restaurants Pvt. Ltd., 2018 SCC Online Del 7940 and Golden Tobacco Limited vs. Golden Toble Private Limited, 2021 SCC Online Del 4506. He has also drawn the attention of this Court to the various cla