Determinable commercial contracts with notice-based termination clauses are not specifically enforceable and may defeat injunctive relief.

A private commercial dealership agreement containing a 90-day termination clause was treated as validly terminable, and the contractual power to end the arrangement was not displaced by earlier interim orders. The challenge to clause 21 on grounds of public policy, unequal bargaining power, duress and unconscionability was rejected because the parties were business entities and the agreement had been accepted and performed for years. As the contract was found determinable rather than permanent or indeterminable, specific performance was unavailable and no injunction could be granted in the absence of a supporting negative covenant. Procedural objections did not change the substantive result.

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Issues: (i) Whether the dealership agreement was validly terminated and whether the termination notice was illegal in view of the earlier interim orders; (ii) Whether clause 21 of the agreement was void for want of validity, public policy, unequal bargaining power, or unconscionability, and whether the agreement was indeterminable or permanent in nature; (iii) Whether the plaintiff was entitled to specific performance and injunction, and whether the suit was barred by procedural objections.

Issue (i): Whether the dealership agreement was validly terminated and whether the termination notice was illegal in view of the earlier interim orders.

Analysis: The termination was examined against the earlier proceedings and the Supreme Court's directions, which left the defendant free to exercise the contractual power of termination under clause 21. The interim orders were not held to restrain the defendant from invoking that contractual right. The Court also found that the termination was founded on material alleged breaches and that the plaintiff could not show that the notice was issued in defiance of any continuing restraint.

Conclusion: The agreement was validly terminated and the termination notice was not illegal on the ground urged.

Issue (ii): Whether clause 21 of the agreement was void for want of validity, public policy, unequal bargaining power, or unconscionability, and whether the agreement was indeterminable or permanent in nature.

Analysis: Clause 21 permitted either party to terminate the contract by 90 days' notice without assigning cause, and the Court held that this power formed part of a private commercial bargain between two business entities. The plea of coercion, duress, unequal bargaining power, and unconscionability was rejected because the plaintiff had accepted the agreement, acted upon it for years, and took its benefits without timely protest. The Court further held that the agreement, read as a whole, showed a terminable contractual arrangement and not a permanent or indeterminable one.

Conclusion: Clause 21 was valid, and the agreement was held to be terminable, not permanent or indeterminable.

Issue (iii): Whether the plaintiff was entitled to specific performance and injunction, and whether the suit was barred by procedural objections.

Analysis: Since the agreement was held to be determinable, the Court held that specific performance could not be granted under the governing law on specific relief. The claim for injunction also failed because no negative covenant supported the relief sought. The procedural objections based on prior proceedings and alleged abuse of process did not alter the substantive result, as the decisive issue remained the enforceability of a terminable private commercial contract.

Conclusion: The plaintiff was not entitled to specific performance or injunction, and the procedural objections did not prevent dismissal of the suit.

Final Conclusion: The suit failed in its entirety because the contract was held to be validly terminable and not specifically enforceable, and no injunctive relief could survive that finding.

Ratio Decidendi: A private commercial contract expressly permitting termination by notice without assigning cause is valid and, being determinable in nature, cannot be specifically enforced.

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