A contract that is inherently terminable does not prevent the enforcement of specific performance claims if the termination is contested as being unjust or improper.

ORDER :

1. The applicant/plaintiff has filed the above suit under Order IV Rule 1 of O.S. Rules r/w Order VII Rule 1 of the CPC, against the respondent herein/defendant for the following reliefs:

(i) pass appropriate decree/judgment declaring the "Notice of Termination dated 03.07.2025" sent by the defendant to the plaintiff wherein the defendant had arbitrarily cancelled the plaintiff's appointment as the exclusive distributor of the defendant's products to Government Medical Store Depots across India as illegal, void and non-est in the eyes of law;

(ii) grant a decree/judgment of specific performance by directing the defendant to engage the plaintiff as its exclusive distributor of the defendant's products to Government Medical Store Depots across India, for the period from 22.01.2025 to 22.01.2027, in terms of the defendant's letter dated 22.01.2025;

(iii) direct the defendant to pay a sum of Rs.56,04,792/- to the plaintiff towards exemplary damages in view of defendant's illegal actions and mischiefs, together with Interest @ 18% p.a. from 29.05.2025 till the date of actual payment;

(iv) direct the defendant to pay a sum of Rs.1,00,00,000/- to the plaintiff towards exemplary damages, as a direct consequence of the defendant's illegal actions and mischiefs;

(v) pass an order of permanent injunction restraining the defendant any any of its men, agents, servants or anyone purporting to act by or through them from communicating, interacting, engaging or entering into any formal or informal arrangement with the plaintiff's sub-distributors, in any manner whatsoever insofar as the supply of defendant's products to Government Medical Store Depots are concerned;

(vi) pass an order of permanent injunction restraining the defendant and any of its men/agents/servants or anyone purporting to act by or through them from engaging any distributor or sub-distributor apart from the plaintiff herein to supply the defendant's products to Government Medical Store Depots;

(vii) pass an order of permanent injunction restraining the defendant and any of its men/agents/servants or anyone purportingto act by or through them from directly supplying Government Medical Store Depots with the defendant's products during the subsistence of the letter dated22.01.2025;

(viii) award costs of litigation including court fees and legal expenses to the plaintiff.

2. At the time of filing the suit, the applicant herein/plaintiff has also filed Original Applications in O.A. Nos.882 to 884 of 2025 for orders of interim injunction against the respondent herein/defendant in the suit.

3. The case of the plaintiff is that they have been in the business of distribution of the top-tier pharmaceuticals since 2011. The promoters of the plaintiff have been carrying on distribution business in the Public Health Department for the past 35 years. The plaintiff has rich experience and robust distribution network in the healthcare industry with the government and the quasi-government institutions. The respondent/defendant is the company dealing with pharmaceutical manufacturing and marketing ever since 1973, having their headquarters at Chennai and doing their business across the country.

4. According to the applicant/plaintiff, the defendant intended to supply medicines to the Government Medical Store Depots (GMSD) for which they sought the assistance of the applicant/plaintiff. To ensure the smooth success of the defendant in entering into the GMSD, a Memorandum of Understanding was entered between