SUSANTA CHATTERJEE, J. ( 1 ) THIS writ petition has been filed for issuance of a writ of Mandamus commanding the respondents not to give any effect or further effect to the impugned order of termination, dated 23-6-86 being annexure 'l' to the present writ petition received by the petitioners on 25-6-86 purporting to terminate the storing agency of the petitioners. It is stated that the petitioner No. 1 is a partnership firm and engaged in carrying on business as storing agent of Food Corporation of India. It is further stated that the Food Corporation of India (hereinafter referred to as the F. C. I.) appointed the petitioner No. 1 as a storing agent at Mogra, District-Hooghly on October 28, 1968 and an agreement was duly executed by and between them on 28-8-1968. After the appointment as storing agent by the F. C. I. at Mogra, the petitioners appointed employees, labourers and took effective steps to discharge duties and functions as storing agents to the satisfaction of the authorities concerned. It is alleged that various clauses, terms and conditions were incorporated under the said agreement in favour of the F. C. I. and to the prejudice of the petitioners. Since the petitioners were in a weaker position, they could not raise any objection at the time of entering into the said agreement and as per the averments made by the petitioners several terms and clauses are mostly arbitrary and unilateral in nature having no scope of either raising any objection or to make any bargain thereof. It is asserted that most of the clauses in the agreement dated 28-10-68 are unreasonable, unconscionable, unfair and injurious to public performance and public interest. A purported step has been taken by the respondents to terminate the storing agency of the petitioners by invoking Clause 37 of the said agreement and purported to give the petitioners two months notice to the effect that the agreement will be terminated by 25th August, 1986. Being aggrieved the present writ petition has been filed on the ground that the Clause 87 in the agreement, dated 28-10-68 is arbitrary, unilateral, without jurisdiction and violative of Article 14 of the Constitution of India. Being aggrieved the present writ petition has been filed on the ground that the Clause 87 in the agreement, dated 28-10-68 is arbitrary, unilateral, without jurisdiction and violative of Article 14 of the Constitution of India. The said purported order of termination has been challenged alleging that the foundation of the purported order of termination is mala fide and the respondents cannot issue the purported order of termination by invoking Clause 37 of the agreement which, in fact, is arbitrary, unfair, unreasonable and opposed to the public policy. Such a step is contrary to the provisions and guarantees enshrined in Chapter III of the Constitution of India and in particular Article 14 of the Constitution of India. The F. C. I. authority having taken the advantage of a superior position in view of Article 12 of the Constitution of India, cannot and could not enter into any agreement with the citizens and cannot bind the citizens under arbitrary, unilateral, unfair, unreasonable, and unconscionable clauses which offends the constitutional protections conferred upon the citizens under Chapter III of the Constitution of India rendering the purported order of termination to be struck down in limine. The purported order of termination being violative of the principles of natural justice and procedural justice as no opportunity was afforded to the petitioners of being heard before such steps were taken the same is violative of the principles under Articles 14 and 16 of the Constitution of India. The authority has not terminated the storing agency in the proper manner and the acts done and/or caused to have been done are not bona fide and the same are violative of the principles of natural justice. ( 2 ) THE writ petition was entertained and an interim order was made to this extent that the impugned order of termination will be subject to the result of the application. It was made clear that the termination, if made in the meantime will also abide by the result of the writ application. ( 3 ) THE writ petition is contested by filing and affidavit-in-opposition and an affidavit-in-reply has been filed by the petitioners. ( 4 ) THE contesting respondent Nos. 2, 3, 4, 6 and 11 have controverted the allegations made in the writ petition. ( 3 ) THE writ petition is contested by filing and affidavit-in-opposition and an affidavit-in-reply has been filed by the petitioners. ( 4 ) THE contesting respondent Nos. 2, 3, 4, 6 and 11 have controverted the allegations made in the writ petition. Their specific stand is that the writ petitioners were appointed as storing agents on 28th October, 1968 and Clause 37 of the agreement provided the provision for terminating the agency by either party. The storing agency of the writ petitioners was terminated by a notice dated 23rd June 1980 giving two months prior intimation and a previous writ petition was moved on 26th August, 1986 before P. K. Mazumdar J. and as per direction given by the Hon'ble Court at the time of disposal of the earlier application, the petitioners were heard and their representations were considered by the Senior Regional Manager of F. C. I. and after bearing the parties and upon considerations of the materials on record he did not find any reason to interfere with the order. It was further contended that the writ petition is not maintainable as in Clause 41 of the agreement there is an arbitration clause which is a specific alternative remedy. ( 5 ) MR. Somnath Chatterjee, the learned counsel appearing for the writ petitioners has argued with emphasis that the clause 37 of the agreement dated 28-10-86 is itself arbitrary, unreasonable and violative of the protection guaranteed under Chapter III of the Constitution of India, whenever an agreement is executed a contract is concluded. There must be "offer" and "acceptance" to conclude a contract vis-a-vis an agreement. Unless the parties are in equal position there cannot be fair offer and voluntary acceptance between the unequal parties. The stronger power always takes advantage against the weaker side. Eventually, the weaker side has to concede and the clauses are provided and the terms are incorporated unilaterally tilting the balance in favour of the powerful side and the humiliating acceptance by the weaker. The stronger power always takes advantage against the weaker side. Eventually, the weaker side has to concede and the clauses are provided and the terms are incorporated unilaterally tilting the balance in favour of the powerful side and the humiliating acceptance by the weaker. In the instant case, the F. C. I. authority has the monopoly to deal with the business and the terms offered by them have been made in such a way that the clauses are absolutely in their favour and to their utter discretion and the agents so appointed are not in a position to make any bargain or can raise their voice seeking incorporation of the terms protecting their interests. Clause 37 of the agreements, dated 28-10-68 is a typical example and the Courts should not shut their eyes but they should lift the veil to know the truth and protect the weaker side by striking the Clause 37 so that the agency cannot be terminated whimsically and arbitrarily without considering the facts and circumstances of the case. Mr. Chatterjee has strongly argued that the Government administration is now known to be "open administration" and there is no feudal concept to terminate any agency depending upon mere caprice desire and arbitrary discretion. There must be justification and there must be reasons as to why the termination of agency is required and as to why the agreement would be terminated without giving any opportunity to the petitioners to show cause against the steps proposed to be taken and there must be requirement to terminate the agency for public purpose and for real administrative measure. If the Clause 37 of the agreement, dated 28-10-68 becomes ineffective, steps taken by the respondent become ultra vires and the purported order has to be quashed. Since the Clause 37 as indicated above is contrary to the protection guaranteed by the constitution, the order of termination has no foundation at all. He has mainly relied upon the Supreme Court decision reported in 1986 (3) S. C. C. , Page 156 (Central Inland Water Transport Corporation Limited and Anr. vs. Brojonath Ganguly and Ors. ). He has drawn the attention of this Court to paragraphs 88 and 89 of the said reported decision and submitted that there should not be "pick and choice" policy to terminate "storing agency" of the petitioner. ( 6 ) MR. vs. Brojonath Ganguly and Ors. ). He has drawn the attention of this Court to paragraphs 88 and 89 of the said reported decision and submitted that there should not be "pick and choice" policy to terminate "storing agency" of the petitioner. ( 6 ) MR. Mukul Prakash Banerjee, Learned Advocate appearing for the contesting F. C. I. authority has mainly argued that Sections 201 to 204 of the Indian Contract Act provide inter alia, the rights and duties of the parties to a contract. The term of "agency" is provided under Section 182 of the said Contract Act. According to him, there is no merit in the writ petition. ( 7 ) HAVING heard the Learned lawyers of the respective parties, the only question arises in the instant case as to whether the F. C. I. authorities can revoke the storing agency contract with the petitioners by invoking the relevant clause of "termination" without notice and without having a nexus to thy reasonable cause of such termination. Is the clause of termination reasonable? Is the clause itself contrary to and inconsistent with the guarantee of protection against mala fide and unfair acts? Will the Courts remain helpless to save the right of the weaker side when it is subjected to arbitrary actions and deliberate acts of oppression by shutting their eyes that there is a contract, and nothing can be done against the same. It is pointed out in 1986 (3) S. C. C. (Central Inland Water Transport Corporation vs. B. N. Ganguli (Supra) that the United States of America and United Kingdom have statutority recognised at least in certain areas of the Law of Contracts, that there cannot be unreasonableness (or lack of fairness if one prefers that phrase) in a contract or a clause in a contract where there is inequality of bargaining power between the parties although arising out of circumstances not within their control or as a result of situation not of their creation. Other legal systems also permit judicial review of a contractual transaction entered into in similar circumstances. Other legal systems also permit judicial review of a contractual transaction entered into in similar circumstances. The Supreme Court, decision evidenced that for example, Section 138 (2) of the German Civil Procedure Code provides that a transaction is void "when a person" exploits "the distressed situation, inexperience, lack of judgmental ability, or grave weakness of will of another to obtain the grant of promise of pecuniary advantages which are obviously disproportionate to the performance given in return". It was further found that the decision according to the French Law is very much the same. The Supreme Court posed the question as to Courts of India. It was found that in paragraph No. 89 of 1986 (3) S. C. C. 215 (Supra): -"should than our courts not advance with the times? Should they still continue to cling to outmoded concepts and outworn ideologies? Should we not adjust our thinking caps to match the fashion of the day? Should all jurisprudential development pass us by, leaving us floundering in the sloughs of 19th Century theories? Should the strong be permitted to push the weak to the wall? Should they be allowed to ride rough-shod over the weak? Should the courts sit back and watch supinely while the strong trample underfoot the rights of the weak? We have a Constitution for our country. Our Judges are bound by their oath to "uphold the Constitution and the laws". The Constitution was enacted to secure to all the citizens of this country social and economic justice. Article 14 of the Constitution guarantees to all persons equality before the law and the equal protection of the laws. The principle deducible from the above discussion on this part of the case is in consonance with right and reason, intended to secure social and economic justice and conforms to the mandate of the great equality clause in Article l4. This principle is that the Court will not enforce and will, when called upon to do so, strike down an unfair, and unreasonable contract, or an unfair and unreasonable clause in a contract, entered into between parties who are not equal in bargaining power it is difficult to give an exhaustive list of all bargains of this strike. No Court can visualise the difference situations which can arise in the affairs of men. One can only attempt to give some illustrations. No Court can visualise the difference situations which can arise in the affairs of men. One can only attempt to give some illustrations. For instance, the above principles will apply where the inequality of bargaining power is the result of the great disparity in the economic strength of the contracting parties. It will apply where the inequality is the result of circumstances, whether of the creation of the parties or not. It will apply to situations in which the weaker party is in a position in which he can obtain goods or services or means of livelihood only upon the terms. imposed by the stronger party or go without them. It will also apply where a man has no choice, or rather no meaningful choice, but to give his assent to a contract or to sign on the dotted line in a prescribed or standard form or to accept a set of rules as part of the contract, however unfair, unreasonable and unconscionable a clause in that contract or form or rules may be. This principle, however, will not apply where the bargaining power of the contracting parties is equal or almost equal. This principle may not apply where both parties are businessmen and the contract is a commercial transaction. In today's complex world of giant corporations with their vast infra-structural organi-sations and with the State through its instrumentalities and agencies entering into almost every branch of industry and commerce, there can be myriad situations which result in unfair and unreasonable bargains between parties possessing wholly disproportionate and unequal bargaining power. These cases can neither be enumerated nor fully illustrated. The Court must judge each case on its own facts and circumstances". ( 8 ) THE principle as enunciated by the Supreme Court has been highlighted in the aforementioned decision. It has to be seen whether such a principle can be applied to the instant case. If the facts and circumstances of the present case are put to acid test and alkali test, the Court will have to find as to whether the petitioners on the one hand and the Food Corporation of India on the other hand are in a similar situation and the agreement was made having less potential power of the petitioners. If the facts and circumstances of the present case are put to acid test and alkali test, the Court will have to find as to whether the petitioners on the one hand and the Food Corporation of India on the other hand are in a similar situation and the agreement was made having less potential power of the petitioners. It has also to be considered as to whether the "storing agency" agreement is made by a stereo-typed form of contract made at the instance and officers of the Food Corporation of India having all the advantages in one way traffic or both the parties stand at par and there are equal offers and voluntary acceptance to make a concluded contract in a fair way considering all the advantages and disadvantages of both sides. It has got also to be considered whether the Clause of "termination" in the storing agency contract as in the instant case is incorporated for the benefit of both sides in the total framework of the entire agreement itself and/or considering the infrastructure of the storing agency type of business by which the giant corporations engages an ordinary citizen of the country to enter into business transaction. It is often said that law is blind but it is never said that the Courts are blind. The facts and circumstances will convince a person with ordinary prudence, may a person having knowledge of jurisprudence, that any contract between two unequal parties providing advantage to the stronger section is a result of the pressure of the stronger one and the discretion of the stronger side is exercised when the weaker one has no other option but to surrender to the dictates at the time of obtaining the contract. This background should not be lost sight off. A set down terms of contract can hardly be challenged by storing agent at the time of his appointment. It can safely be ascribed that the terms are unilateral and the parties are not on equal terms and there is never real offer and counteroffer. The next question comes whether the particular clause of termination in the impugned agreement is reasonable. The reasonableness has a wide connotation. It has to be understood both objectively and subjectively. There must be objective manifestations that the particular clause is well balanced and the rights and liabilities of both sides are protected. The next question comes whether the particular clause of termination in the impugned agreement is reasonable. The reasonableness has a wide connotation. It has to be understood both objectively and subjectively. There must be objective manifestations that the particular clause is well balanced and the rights and liabilities of both sides are protected. Law is blind because before law the conception of "inequality" is alien. Before law, every entity must be equal. The word "discrimination" and "disparity" are enemies to fair play and justice. Naturally, the Courts will have to visualise all the aspects in a bigger dimension. There should be reading in between the lines and implications should properly be comprehended. The Corporation in one hand engages a businessman to start a storing agency. The contract is arrived at. Pursuant to the contract, the person engaged as a storing agent invests huge funds of money, engaged a number of workmen and starts an infrastructure of business, however, it may be, in maxi form or in mini form. Financially, and in many other ways he changes the pattern of his life. He plans his dreams and desires. He changes his position in economic and social life. All on a sudden, without any reasonable cause and by a stroke of pen, if the business is stopped the contract is rescinded by not giving an opportunity to know the reasons and/or to show cause against any reasons arrived at subjectively, there will be a mockery of Constitutional protection. It is not correct that whenever there is a contract between unequal persons the contract is vitiated or the clauses are unreasonable. Each case has obviously distinguishing features. In the background of the contract between unequal persons the relevant terms. are required to be examined as to whether regard being had to the materials on record the "clause or clauses" are unilateral in nature and whether for the benefit of one person, and in particular for the stronger person and to the disadvantage of the weaker side. If such a test is applied to the present case, it appears that the relevant clause of termination in the present case is unreasonable inasmuch as the agent does not get any opportunity to explain against the proposed action of termination. The Court cannot also examine as to whether there is a public purpose for termination of the agency. If such a test is applied to the present case, it appears that the relevant clause of termination in the present case is unreasonable inasmuch as the agent does not get any opportunity to explain against the proposed action of termination. The Court cannot also examine as to whether there is a public purpose for termination of the agency. It is true that for public purpose the F. C. I. can terminate the agency provided there is a justiciable cause. The minimum requirement is a notice to be given to the storing agent asking him to show cause before and an opportunity of hearing should be given before termination of contract. The, clause of "termination" in the present case appears to this Court as unreasonable. The contract may always be rescinded according to law and if any body has suffered any wrong caused by the other party there is a process of payment of compensation as also for wrongful termination. ( 9 ) HAVING scrutinised the entire facts and circumstances of the case, this Court finds that the steps taken by the F. C. I. to rescind the agreement are bad in law. The clause No. 37 in the agreement dated 28. 8. 68 is struck down as unreasonable and bad in law. Accordingly, the writ petition succeeds. The impugned order is set aside. The petitioners are entitled to resume the business of storing agency as per the agreement. This order will not however, prevent the F. C. I. to initiate a proper proceeding by giving an opportunity to the petitioner to show cause and to take appropriate steps for determination of the agreement, if there are other justiciable grounds according to law. The writ petition is thus disposed of There will be no order as to costs. Petition allowed. .