Judgment : The present writ petition has been filed by the proprietor of one Raja Service Station. The petitioner is a dealer of Hindustan Petroleum Corporation (hereinafter called as “the Corporation’ for the sake of brevity) and runs a Petrol Bunk on the basis of the dealership agreement. The petitioner prays for the quashing of the communication dated 6. 1998 sent by the first respondent to the petitioner. By the instant Communication, which has been signed by the Senior Regional Manager and fully constituted Attorney of the Corporation, it is informed that the dealership agreement between the Corporation and the petitioner stood terminated, as the explanation of the petitioner dated 23. 1998 to the showcause notice dated 13. 1998 was found to be not satisfactory. It is also directed that as a consequence of this termination of the dealership agreement, the petitioner should hand over vacant and peaceful possession of the premises immediately on receipt of that termination letter. 2. There is a short factual background which has been set forth in the affidavit which would be necessary for us to understand the controversy involved. It is an admitted position that the Petrol Bunk was established somewhere in the year 1960 by a company called Caltex and the petitioner as its dealer. It is an admitted position that the said company was merged and transformed into the present Hindustan Petroleum Corporation. It is also not disputed that the respondent-company is a” State “ as its majority share capital is owned by the Government of India. 3. It seems that on 11. 1997, a communication was received by the petitioner that the samples taken from the said outlet by the second respondent while tested in the laboratory did not meet the specifications. The petitioner submits that probably this report pertained to the samples collected on 7. 1997. Therefore, it seems that the petitioner wrote a letter dated 11. 1997 expressing surprise with the result, as according to the petitioner, he had not tampered with the products which were obtained from the Corporation only. It seems that on 11. 1998 a letter was received by the petitioner from the first respondent and it was expressed that the Corporation was not satisfied with the so-called explanation dated 11. 1997 and, therefore, the Corporation had decided to suspend the supplies. It seems that on 11. 1998 a letter was received by the petitioner from the first respondent and it was expressed that the Corporation was not satisfied with the so-called explanation dated 11. 1997 and, therefore, the Corporation had decided to suspend the supplies. It seems that in that letter, it was for the first time mentioned that the motor spirit and super 2-T sample were collected from the bunk on 27. 1997, as this fact was not mentioned in the earlier so-called showcause notice. The petitioner also asserts that on that date, super-2-T oil was not at all collected. The petitioner, therefore, straightaway moved a writ petition, W.P.No.574 of 1998 whereby, he challenged the communication dated 11. 1998. It further appears that the petitioner also filed an affidavit in that writ petition alleging mala fides against the officers, since the Corporation wanted the site for putting up staff-quarters and since the petitioner had refused to vacate the said site, the action of collecting the samples was being taken with vengeance. It is apparent that the Corporation filed an additional affidavit on 2. 1998 and admitted the fact that though the sample of motor spirit was taken on 27. 1997. The sample of super 2-T engine oil was not collected and it was mistakenly mentioned in the showcause notice that the said sample was also taken. It seems that this Court disposed of this writ petition by its order dated 12. 1998 and held that though there was an arbitration clause in the agreement executed between the petitioner and the respondent-Corporation and though the question of tenability would have to be gone into, since the basic procedure was not complied with by the respondent of supplying the copy of the test report by the Laboratory along with the showcause notice, there was a violation of basic principles of natural justice. The learned Judge further held that it was because of this, the arbitration would be a futile exercise and in the absence of the test report from the laboratory, no satisfactory reply could be given by the petitioner to the showcause notice. It was for this reason that the learned Judge did not accept the objection to the tenability of the writ petition as also the contention that the petitioner should take recourse to the arbitration clause. It was for this reason that the learned Judge did not accept the objection to the tenability of the writ petition as also the contention that the petitioner should take recourse to the arbitration clause. The learned Judge then observed that the Corporation had promised to furnish the copy of the test report of the laboratory to the petitioner and was also prepared to issue a fresh showcause notice. In that view, the learned Judge did not go into the other allegations and merely directed to furnish the copy of the test report of the Laboratory along with the fresh showcause notice. The writ petition, therefore, stood allowed on this limited premise. It seems that in pursuance of this, a fresh showcause notice dated 13. 1998 came to be issued. In this showcause notice, it seems that various allegations were made in addition to the earlier allegation of selling sub-standard products. It is also suggested that the petitioner had been selling lube oils at a higher rate than authorised by the corporation which is clear from the two instances which were already brought to his notice vide: Letters dated 21. 1997 and 26. 1997. It is also suggested that since the explanation given in pursuance of these letters were not found satisfactory, a warning was issued to the petitioner vide: Letter dated 30.1.1997. It was then reiterated that in spite of such a warning, the petitioner had again over-charged than the fixed price in respect of 3 1/2 litres of extra super oil. It is pointed out that the petitioner had charged Rs.245.30 for the said 3 1/2 litres of extra super oil as against its correct price of Rs.2348. It was, therefore, pointed out that the petitioner had violated clause 31 of the dealership agreement dated 9. 1981. It was then pointed out that as per the dealership agreement, the petitioner had agreed to lift a minimum quantity of the products supplied by the corporation and as such he had to uplift a minimum quantity of 900 K.L. of petrol per year but the petitioner was not able to lift the quantity which was undertaken and several warning letters were sent to the petitioner and that the petitioner had agreed ultimately by his letter dated 11. 1996 that he would lift 30 to 40 KL MS in the first month and 50 KL in the second month and 70 K.L. from the fourth month along with 2% Lube Fuel ration. It was pointed out that the petitioner had not acted in conformity with his undertaking and the sales had dropped down very badly, thereby the petitioner had breached clause 9 of the dealership agreement. It was than suggested in the notice that the records pertaining to the sale of the Corporations products, which were supposed to be maintained by the petitioner, were not properly maintained and were also not made available for inspection of the officers and in spite of that letter dated 21. 1997 calling for the explanation was sent by the Corporation to which an unsatisfactory explanation was sent vide: letter dated 21. 1997 and thus, the petitioner had violated even clause 38 of the dealership agreement. It was then suggested lastly that the petitioner, though was bound to be present at the outlet at all possible times, was never so available at the retail outlet and this fact was informed by the letters dated 10. 1996 and 110. 1996. It was also pointed out that in violation of the terms of the dealership agreement in clause 45, the petitioner had entered into official arrangement with one Mr.Kumaran and thus Mr.Kumaran was unauthorisedly introduced in the business. It was, therefore, alleged that the petitioner had breached Clause 45 of the agreement also. It was, therefore, reiterated that the petitioner had breached clauses 26, 31, 38, 44 and 45 of the dealership agreement dated 9. 1981. It was also noted that in spite of the repeated warning letters since 1996, the petitioner had never kept the promises or rectified the defects and, therefore, had further violated clause 55(A) of the dealership agreement. An explanation was sought to this showcause notice within seven days With an assertion that all the malpractices and irregularities were continuing, a clear-cut notice of termination of dealership agreement was given on petitioners failure to give a satisfactory explanation. It seems, a marathon explanation was offered by the petitioner. The said explanation dated ‘nil’ is on record. In this explanation, the petitioner refuted each and every allegation made against him. It was claimed that as per the marketing guidelines, the samples collected on 27. It seems, a marathon explanation was offered by the petitioner. The said explanation dated ‘nil’ is on record. In this explanation, the petitioner refuted each and every allegation made against him. It was claimed that as per the marketing guidelines, the samples collected on 27. 1997 should have been sent within five days and the test report of the laboratory should have been made available within ten days, but it was apparent that the samples were sent only after nine days and the report was made after an inordinate delay of 50 days which was wholly unsustainable. According to the petitioner, similar delay had occurred in respect of High Speed Diesel Samples also. It was, therefore, reiterated that on this account, no action could be initiated. The petitioner questioned the correctness of the reports also by suggesting that the entire blame could not be found with the dealer because there is every possibility of tampering the tank lorry after leaving the terminal, before it reaches the dealers petrol bunk. As regards the charge of collecting higher price than the prescribed one, it was pointed out that it was because of an illiterate employees mistake. It was also pointed out that the petitioner was fined heavily and the fine imposed was totally disproportionate to the alleged crime. It is also pointed out that the prices were charged as per the ones printed on the container. As regards the allegation of not meeting the sales targets also, the petitioner challenged the norms settled by the Corporation and pointed out that there were other bunks available in the area and the traffic regulations were also affected the sales. The charges regarding the non-maintenance of records and the non-presence of the dealer at the out let they were also denied specifically. As regards the unofficial arrangements made with Mr.Kumaran, it was pointed out that he was only the Manager looking after the day-to-day operation. Besides this, the petitioner also pointed out that he was of an immense help to the Corporation in the past in procuring the site and he was prepared to sit across the table and arrive at mutually satisfactory arrangements. Besides this, the petitioner also pointed out that he was of an immense help to the Corporation in the past in procuring the site and he was prepared to sit across the table and arrive at mutually satisfactory arrangements. Last paragraph of this explanation is interesting which runs as under: “You many further take notice that in view of the arbitration clause in the agreement, if there is any dispute between us the matter should be referred to the arbitration and you cannot decide the matter unilaterally and pass a final order as the same would amount to judging your own cause. In view of the fact that the allegation is made against your own officers it is desirable that the matter is referred to an independent authority. The above submission is made without prejudice to our contains that every action of yours is subject to judicial review under Art.226 of the Constitution of India.” It seems that the explanation has not been accepted by the Corporation and the agreement was terminated by the impugned communication dated 6. 1998. 4. When the matter came before this Court, it was found that the samples were sent late and beyond the prescribed time limits set in the guidelines for that purpose, It is also found that the petitioner had challenged the correctness of the test report and, therefore, an opportunity was given to the petitioner to get his samples tested at any standard laboratory of his choice. A time limit was fixed by the court for this purpose. However, when the matter re-appeared, the petitioners counsel expressed that the samples could not be sent to the said laboratory and that the samples given to him by the Corporation at the time when the samples were taken were all locked in the premises which was in possession of the Corporation and in spite of the court order having been passed in the presence of the counsel for the Corporation and in spite of a notice having been sent by the petitioner to allow him to collect samples from the premises, the Corporation had not allowed the said samples to be collected by the petitioner from the premises and as such the whole exercise was futile. It is rather curious in the first place, the Corporation denied to have received any notice. It is rather curious in the first place, the Corporation denied to have received any notice. In the subsequent hearings, when the petitioner produced proof of service of such a notice, the deponent on behalf of the Corporation, had to eat his words and in that also, the deponent made some lame excuses of his not having seen the file properly. In fact, the conflicting affidavits in this behalf only show the poor state of affairs that is prevailing in the Corporation more particularly on the administration side, firstly, an affidavit came to be filed on 8th July, 1999 which was sworn by one R.Radhakrishnan, son of Ramarathinam, describing himself to be the Chief Regional Manager of the Corporation. In this, it was asserted in paragraph 2 that the said deponent had read the further affidavit of S.Sitaraman. In paragraph 3, it was specifically reiterated that though it was true that the court had directed the samples to be tested by the petitioner, it was not admitted that counsel for the petitioner wrote a letter to the Regional Sales Manager of the first respondent-Corporation stating that the petitioner would be going to the bunk on Wednesday or Thursday or that the Regional Sales Manager was requested to see that nobody obstructs the petitioner while obtaining the samples from the bunk. It was reiterated that such an allegation was an after-thought. In fact, no such letter has been received by the Corporation from the petitioners counsel. It was further reiterated that the depodent did not admit the allegation that the letter purported to have been written by the petitioners counsel was in view of the fact that the respondents had erected a barricade around the bunk and locked the bunk premises. It was also denied that the petitioners Power of Attorney went to the bunk twice at 10.00 a.m. and at 1.00 p.m. on 10.l2.1998 and that he was prevented by the Security Staff. The petitioners counsel, on seeing this counter-affidavit dated 7. 1999, in which there is a clear cut denial of having received any letter dated 12. 1998, produced the xerox copy of the said letter on 17. 1999 but before that, a further counter-affidavit dated 17. 1999, to make the matter worse, the said R.Radhakrishnan, Chief Regional Manager of the Corporation came out with a counter-affidavit that the letter dated 12. 1998, produced the xerox copy of the said letter on 17. 1999 but before that, a further counter-affidavit dated 17. 1999, to make the matter worse, the said R.Radhakrishnan, Chief Regional Manager of the Corporation came out with a counter-affidavit that the letter dated 12. 1998 referred in the affidavit was addressed to the Regional Sales Manager of the Corporation when there was no such position in the Corporation. It is then reiterated in the counter-affidavit that the petitioner knowing fully well the correct designation of the concerned officer, deliberately sent he letter to the Regional Sales Manager when there was no such designation in the Corporation. He then reiterated that he assumed charge as Chief Regional Manager on 112. 1998 from one Tomy Varghese, who was then the Chief Regional Manager and, therefore, he was not aware of the letter dated 12. 1998 and it was only when the Counsel for the petitioner gave a copy of the letter to the counsel for the corporation on 7. 1999, it was noted that the letter date 12. 1998 had been received in the office of the Senior Regional Manager, Chennai Regional Office. Now this second counter-affidavit is in sharp contradistinction with the earlier affidavit dated 7. 1999 wherein it is specifically denied and reiterated again and again that no such letter dated 12. 1999 has been sent by the petitioner which was ever received by the Corporation. It is really surprising that a person of a stature of Chief Regional Manager should have been so casual and so irresponsible while swearing to an affidavit to this Court. It is also surprising that the letter dated 12. 1998 should not have been in the files of the Corporation when the counter-affidavit bears the stamp of the corporation which is clear from the copy filed by the petitioner in the court on 17. 1999. When this was realised because of the discussions which went on in the court on 27. 1999, last affidavit came to be sworn by the same R.Radhakrishnan, by way of an additional counter-affidavit, wherein it was again reiterated that after making enquiries pursuant to the incident of the denial in the counter-affidavit dated 7. 1999 of receipt of letter dated 12. 1999, last affidavit came to be sworn by the same R.Radhakrishnan, by way of an additional counter-affidavit, wherein it was again reiterated that after making enquiries pursuant to the incident of the denial in the counter-affidavit dated 7. 1999 of receipt of letter dated 12. 1998, the said deponent wanted to submit that the instructions were sought for from the Sales Department for the filing of the counter-affidavit to the petitioners affidavit dated 112. 1998 and that the department had instructed that the said letter had not been received and, therefore, the counter-affidavit dated 7. 1999 came to be filed. However, when the counsel for the Corporation was given a copy of the said letter by the counsel for the petitioner on 7. 1997, once again enquiries were made in the concerned department and it was found therein that the said letter dated 12. 1998 was in fact in the relevant files when those files were personally looked into by the deponent. It was then reiterated that the concerned department had given the information for preparation of the counter-affidavit dated 7. 1999 on the previous day i.e., on 7. 1999 and on that date, the officer, who had perused the file, had not noticed the letter. It is very significant that even in this counter-affidavit, the name of that Officer is very conveniently omitted to be stated. It is further explained in the counter-affidavit that this was either an oversight by the department or that the letter itself had not been filed on the said date. A tall promise was then made out to the court in the counter-affidavit in the following words: “I am looking further into the matter to see as to how such an important letter was not brought to light at the relevant time. Then an apology was sought for the error which, according to the deponent, was neither willful nor wanton. Lastly, it was stated in the affidavit that instructions were given to the department concerned that immediately upon the petitioner or his authorised representative contacting them, he has to be taken forthwith to the retail outlet so as to enable him to take the sample retained by him and give it for sampling as directed by this Court. 5. All the three counter-affidavits have been most irresponsibly filed and in a casual fashion without realising the seriousness of the directions of the court. 5. All the three counter-affidavits have been most irresponsibly filed and in a casual fashion without realising the seriousness of the directions of the court. It only displays an irresponsible attitude of passing ones own responsibility to some other unnamed officials and this Court expresses its extreme displeasure at such attitude. It is clear that the three counter-affidavits mentioned above, sworn by R.Radhakrishnan, Chief Regional Manager of the Corporation, cannot be said to be truthful. However, the court desists from taking any further action in view of the above facts and admonishes the respondents for taking such attitude. 6. The learned Senior Counsel for the Corporation Mr.Sundaram, However, took exception to the tenability of this writ petition. He pointed out that the matters here were governed by an agreement which pertained to the contractual activity on the part of the respondent-Corporation. His first objection is that this was a non-statutory contract and even if the respondent-company is held to be a” State “ and, therefore, where there were disputes regarding the terms of the contract, this Court should be slow in interfering in its jurisdiction under Art.226 of the Constitution. The learned Counsel also drew my attention to the fact that there was an arbitration clause contained in the agreement and that the petitioner, therefore, could go into the arbitration, since the matter pertained to the various clauses and more particularly, clauses 26, 31, 38, 44 and 45. Apart from this, the learned counsel also reiterated that the notice covered more than one reason for terminating the agreement, and, therefore, all these reasons would have to be gone into which would include not only the evidence therefor but also the findings on factual aspects. The petition was opposed on this count also. Lastly, the learned counsel pointed out that the court could not give the relief of reinstating the agreement, which was in the nature of specific relief, by way of a writ in this petition. The learned counsel argued that it was not merely a writ of certiorari that was being asked for, but also a positive direction to continue the agreement with the respondent-company. 7. The learned counsel argued that it was not merely a writ of certiorari that was being asked for, but also a positive direction to continue the agreement with the respondent-company. 7. The learned counsel for the petitioner, however, pointed out that even if this was governed by a contract considering that the company was a “State”, it is expected to act in a fair manner and could not be allowed to deal with the petitioner in a most arbitrary fashion. The learned counsel further reiterated that the whole action on the part of the respondent-company in terminating the contract was patently arbitrary and laced with mala fides. 8. On the backdrop of these contentions, it has to be seen whether it would be possible for this Court to entertain this writ petition and give a relief that is claimed. 9. It has already been reiterated, that by way of relief, the petitioner has claimed setting aside the communication-cum-order dated 6. 1998. Undoubtedly, the petitioner has also claimed further consequent directions. It has been clarified earlier that by the impugned communication dated 6. 1998, the respondent-company has specifically terminated the dealership agreement under Clauses 55 (A), (I), (J) and (K) of the dealership agreement. By that very communication, the petitioner has also been directed to hand over vacant and peaceful possession of the premises immediately on receipt of the termination letter. Therefore, the petitioner has clearly sought the position of status quo ante in the sense that the petitioner wants the agreement to remain untouched and also seeks direction that the company should desist from entering into the premises which admittedly belongs to the respondent-company. There is also no doubt that this is a non-statutory contract and the petitioner wants the said contract to remain in tact. The learned counsel for the petitioner to being with, took me through the dealership agreement and drew my attention firstly to clauses 55 (A), (I), (J) and (K) under which the said agreement is terminated. There is also no doubt that this is a non-statutory contract and the petitioner wants the said contract to remain in tact. The learned counsel for the petitioner to being with, took me through the dealership agreement and drew my attention firstly to clauses 55 (A), (I), (J) and (K) under which the said agreement is terminated. Clause 55 provides that the corporation shall be at liberty to terminate this agreement forthwith upon or at any time after the happening of any of the following Clause (A) suggests that the said termination could be on account of a breach of any of the covenants and stipulations contained in the agreement and on failure to remedy such breach within four days of the receipt of a written notice from the Corporation in that regard. Clause (I) provides that the agreement shall be terminable if the dealer contaminates or tampers with the quality of any of the products supplied by the Corporation. Clause (J) provides that the agreement could be terminated, if the dealer sells the products supplied by the Corporation at prices higher tan those fixed by the Corporation or statutory authority. Clause (K) provides that the agreement shall be terminable, if the dealer either by himself or by his servants or agents commit or suffer to be committed any act which, in the opinion of the District Manager of the Corporation, is prejudicial to the interest or good name of the Corporation or its products. It also provides that the District Manager shall not be bound to give any reason for such decision. The learned Counsel for the respondent-Company points out that contrary to the contention raised on behalf of the petitioner that the agreement was terminated only because of the petitioner selling sub-standard products, the agreement has been terminated not for that only reason. The learned counsel was at pains to point out as it was tried to be argued by the learned counsel for the petitioner that a number of irregularities committed by the Company, while sending the samples taken for chemical analysis. It is pointed out that, contrary to the guidelines provided in the book-let, the company had sent the samples very belatedly i.e., beyond the time-limit of five days from the collection date. It is provided out that even the lab test reports were not made available within ten days thereafter. It is pointed out that, contrary to the guidelines provided in the book-let, the company had sent the samples very belatedly i.e., beyond the time-limit of five days from the collection date. It is provided out that even the lab test reports were not made available within ten days thereafter. The learned counsel for the petitioner had also argued that there was no opportunity given for the petitioner to test the samples kept with the dealer as the whole premises were sealed by the respondent-Company ousting the petitioner from that area. I was taken through Chapter V and more particularly the sampling procedure covered by Rule 2 under caption “Sampling Procedure”. My attention was also drawn towards the second note at the foot of these guidelines. In this behalf, the learned Counsel for the respondent-Company did admit that there was undoubtedly some lapse on the part of the company in maintaining the time-limit inasmuch as though the samples were taken on 27. 1997, they were not sent for chemical analysis within the said time-limit of five days. However, the learned Counsel pointed out that there was no evidence on record to suggest that such time-limit was mandatory in nature and further the non-observance of the time-limit could result in any breach-being caused to the petitioner. It is pointed out by the learned counsel for the respondent-company that there was no evidence on record to suggest that some delay would deteriorate in the samples to such an extent that it would be unfit chemical analysis. He points out that the reports, which have been relied upon, do not suggest any such thing that the samples have become unfit for chemical analysis on account of the delay. The learned counsel argued further that if the petitioner had any such stand, he could establish this by leading evidence or cross-examining the experts which is not possible in this writ petition. It must be said that the objection raised by the respondent-Company in this behalf is sound. As seen, the test reports do not suggest any such thing as raised by the petitioner. The reports are completely silent in their behalf. The date of the sample drawn appears to be 7. 1997 which probably is the date when the samples were sent. In their showcause notice, the respondents have specifically reiterated even the technical failures pointed out in the report. The reports are completely silent in their behalf. The date of the sample drawn appears to be 7. 1997 which probably is the date when the samples were sent. In their showcause notice, the respondents have specifically reiterated even the technical failures pointed out in the report. During the arguments, the counsel for petitioner could not contradict any of these findings in the chemical analysis nor could he point out that these failures appeared only because of the delay on the part of the company to send the products for chemical analysis. It has to be, therefore, held that merely because the samples were sent for analysis somewhat belatedly, it could cause no prejudice to the petitioner more particularly when no finding to that effect could be given without any specific evidence in that behalf. The learned counsel for the petitioner also pointed out that there was some mix-up in the samples of some products, in that Super-2-T oil had not been collected at all. There, undoubtedly, was such a mistake committed, but that was only in the beginning and that is not to be found in the fresh showcause notice which has been given on 13. 1998. Therefore, the contention of the petitioner has to necessarily fail. 10. The learned counsel for the petitioner then pointed out that there was a total lack of opportunity for him to test his samples. This subject has already been dealt with by me in the previous part of the judgment. However, he cannot escape from the fact that to being with, he had never sent his samples for testing, nor had he ever contested the correctness of the sample reports. It was only during the arguments that the petitioner was confronted with this fact that, in spite of an opportunity, he himself had never got his sample tested, though the petitioner sought the permission to get his sample tested. The counsel for the petitioner thereafter tried to argue that because of the attitude on the part of the respondent-Company, the petitioner could not send his samples for further testing. As those samples were never made available to the petitioner nor if the petitioner had sent the samples for testing, it would be much more after five days which is the time-limit fixed in Chapter IX of the guidelines for sending the samples for testing. As those samples were never made available to the petitioner nor if the petitioner had sent the samples for testing, it would be much more after five days which is the time-limit fixed in Chapter IX of the guidelines for sending the samples for testing. Be that as it may, the fact still remains that the petitioner came to file the petition without first getting his samples tested. Therefore, though the respondent-Company was definitely at fault not to make the samples available to the petitioner, it has to be held that the petitioner cannot get out of the difficult situation that the products that he was selling were not commensurate with the standards and as found in the chemical analysis were defective. It would necessarily be on this backdrop that the attitude of the respondent-Company will have to be decided. The respondent-Company has very clearly alleged in their showcause notice that the petitioner had sold sub-standard goods and that even on earlier occasions, the petitioner had committed this irregularity, Therefore, it was certain that the petitioner was in fact guilty of selling the products which were contaminated or at least the said products were tampered with. It has to be held that the petitioner was covered under Clause 55 (I). 11. Something can be said regarding the price. It is clear that the petitioner had sold the products at a higher price which is obvious from even the reply sent to the showcause notice. There is a clear admission that extra super oil was sold at a higher price. The reason given by the petitioner is that it was because of an illiterate employee, who was newly recruited, and that the sale at a higher price was by oversight. The fact remains that the goods were sold at a higher price. Therefore, it can be said that the respondent-company was justified in terminating the agreement under clause 55 (J). 12. As regards Clause 55 (A), the learned Counsel Mr.Sundaram, pointed out that there were various clauses which were breached by the petitioner, they being clauses 31, 38 and 44. Clause 31 pertains to the sale of the corporations products at higher rates. Clause 38 speaks about the proper records of the sale, while clause 44 speaks about the creation of any arrangement or contract with any other person. Clause 31 pertains to the sale of the corporations products at higher rates. Clause 38 speaks about the proper records of the sale, while clause 44 speaks about the creation of any arrangement or contract with any other person. In their reply to the showcause notice, the position is almost agreed to. Therefore, it cannot be said that the company had acted without any reasons. It will not be possible to give a final finding on this aspect, because all these aspects have to be necessarily proved factually by leading evidence which has not been done. Therefore, the learned counsel for the respondent-Company is quite right in his arguments and he suggests that the factual position reiterated by the petitioner in this petition cannot be decided in this Court in the present writ petition. The observations made above regarding the reasons for termination have been mentioned by me not with a view to give a final finding thereon, but only with a view to point out the position. It cannot be said that there was no reason available with the respondent-company to proceed against the petitioner and the whole exercise was wholly mala fide and arbitrary. It is only to that extent that the findings should be read. 13. The respondent-companys counsel thereafter invited my attention to clause 66 in the agreement which provides for arbitration. The clause is loud and clear and provides for arbitration, in case of any dispute or difference of any nature whatsoever or regarding any right liability, act, omission or account of any of the parties hereto arising out of or in relation to the agreement. If that is so, then, it has to be held that there is an option of arbitration and all the matters covered either by the showcause notice or in the petition could be resorted to in that arbitration. The question is whether the court should go into these questions in this writ petition, the answer of which has to be necessarily in the negative. It cannot be disputed that this contract is a non-statutory contract and it also provides the arbitration clause. If that be so, then the petitioner cannot insist on its specific performance through a writ petition. 14. In a reported decision in State of U.P. v. Bridge and Roof Co. (India) Ltd. State of U.P. v. Bridge and Roof Co. It cannot be disputed that this contract is a non-statutory contract and it also provides the arbitration clause. If that be so, then the petitioner cannot insist on its specific performance through a writ petition. 14. In a reported decision in State of U.P. v. Bridge and Roof Co. (India) Ltd. State of U.P. v. Bridge and Roof Co. (India) Ltd. State of U.P. v. Bridge and Roof Co. (India) Ltd. , A.I.R. 1996 S.C. 3515 the Apex Court has held the writ petition not to be maintainable where the matters can be agitated either before the Supreme Court or before an arbitrator. This is what the Supreme Court has observed: “Firstly the contract between the parties is a contract in the realm of private law. It is not a statutory contract. It is governed by the provisions of the Contract Act or, may be, also by certain provisions of the Sale of Goods Act. Any dispute relating to interpretation of the terms and conditions of such a contract cannot be agitated and could not have been agitated, in a writ petition. That is a matter either for arbitration as provided by the contract of for Civil Court, as the case may be. Whether any amount is due to the respondent from the appellant-Government under the contract and, if so, how much and the further question whether retention or refusal to pay any amount by the Government is justified, or not, are all matters which cannot be agitated in or adjudicated upon in a writ petition.” I am afraid, this case is applicable on all fours to the present situation where the contract is nonstatutory and there is also a provision for arbitration vide: Clause 66 of the agreement. Again in paragraph 21 of this very decision, the Apex Court has warned against the use of Art.226 in case where there is an existence of effective alternative remedy in shape of arbitration clause. There are number of further cases where the Supreme Court has shunned the jurisdiction under Art.226 of the Constitution where the contract is of non-statutory nature. 15. The decision reported in Bareilly Development Authority v. Ajay Pal Singh , A.I.R. 1989 S.C. 1076 can be cited where the Apex Court has warned against the use of Art.226 of the Constitution in the matters of non-statutory contracts. 15. The decision reported in Bareilly Development Authority v. Ajay Pal Singh , A.I.R. 1989 S.C. 1076 can be cited where the Apex Court has warned against the use of Art.226 of the Constitution in the matters of non-statutory contracts. The Supreme Court has reiterated that in this sphere, the parties could only claim rights conferred upon them by the contract in the absence of any statutory obligations on the part of the authority in the said contractual field and that it is settled that no writ or order can be issued under Art.226 of the Constitution of India so as to compel the authorities to remedy a breach of a contract pure and simple. Few more rulings relied upon by the learned Counsel for the respondents were: (i) Kulchhinder Singh v. Hardayal Singh , A.I.R. 1976 S.C. 2216; (ii) Divisional Forest Officer v. Bishwanath Tea Co. Ltd. Divisional Forest Officer v. Bishwanath Tea Co. Ltd. Divisional Forest Officer v. Bishwanath Tea Co. Ltd. , A.I.R. 1981 S.C. 1368 and (iii) Food Corporation of India v. Jagannath Dutta , A.I.R. 1993 S.C. 1494. In all these cases, the Supreme Court has reiterated that a writ jurisdiction cannot be used in the matter of private contract. 16. As against this, the learned counsel for the petitioner tried to rely on the decision of the Supreme Court reported in L.I.C. v. Escorts Ltd. L.I.C. v. Escorts Ltd. L.I.C. v. Escorts Ltd. , (1986)1 S.C.C. 264 . 16. As against this, the learned counsel for the petitioner tried to rely on the decision of the Supreme Court reported in L.I.C. v. Escorts Ltd. L.I.C. v. Escorts Ltd. L.I.C. v. Escorts Ltd. , (1986)1 S.C.C. 264 . My attention was invited more particularly to the observations made in paragraph 101 where the Apex Court considered the contention that since Life Insurance Corporation was an instrumentality of the State, it as barred by Art.14 from acting arbitrarily and, therefore, it was under an obligation to state to the court its reasons for the resolution once a rule nisi was issued to it and if it failed to disclose its reasons to the court, the court would presume that it had no valid reasons to give and its action was, therefore, arbitrary, The Apex Court has observed in this very paragraph, “While we do not for a moment doubt that every action of the State or an instrumentality of the State must be informed by reason and that, in appropriate cases, actions uninformed by reason may be questioned as arbitrary in proceedings under Art.226 or Art.32 of the Constitution, we do not construe Art.14 as a charter for judicial review of State actions and to call upon the State to account for its actions in its manifold activities by stating reasons for such actions.“ Probably, the learned counsel wanted to contend relying on these observations, since the actions on the part of the respondent-company were wholly arbitrary they could still be questioned in the writ petition. I have already pointed out that the action on the part of the respondent company in this case could not be termed as arbitrary and the agreement has been terminated relying on the clause in a sense and that there prima facie material to hold that the company was not acting in an arbitrary fashion in relying upon the circumstances suggested in the showcause notice. The observations are, therefore, of no assistance to the petitioner. One other case was also relied upon which again is the case of Hindustan Petroleum Corporation itself. The case is reported in Hindustan Petroleum Corporation Ltd. v. Dolly Das , (1999)4 S.C.C. 450 . Here, the observations in Paragraph 9 were heavily relied upon by the counsel for the respondent-company. It is suggested therein. One other case was also relied upon which again is the case of Hindustan Petroleum Corporation itself. The case is reported in Hindustan Petroleum Corporation Ltd. v. Dolly Das , (1999)4 S.C.C. 450 . Here, the observations in Paragraph 9 were heavily relied upon by the counsel for the respondent-company. It is suggested therein. ”We may now advert to the contention that the writ remedy is not appropriate in this case. Where interpretation of a contract arises in relation to immovable property and in working such a contract or relief thereof or any other fallout thereto may have the effect of giving rise to an action in tort or for damages, the appropriate remedy would be a civil suit. But if the facts pleaded before the court are of such a nature which do not involve any complicated questions of fact needing elaborate investigation of the same, the High Court could also exercise writ jurisdiction under Art.226 of the Constitution in such matters. There can be no hard and fast rule in such matters. When the High Court has chosen to exercise its powers under Art.226 of the Constitution we cannot say that the discretion exercised in entertaining the petition is wrong.“ This was a case where the court was considering the question of the lease of a plot on which a service station was standing from 10. 1969. The lease was originally executed in favour of Caltex, a company which as amalgamated with the Hindustan Petroleum Corporation Limited. Lessor was one M/s.Kalinga Automobiles, a partnership firm and the original lease period was for ten years to run from 10. 1969 under Sec.7 of the Caltex (Acquisition of Shares of Caltex Oil Refining (India) Ltd. and of the Undertakings in India of Caltex (India) Ltd. Act, 1977. Under Sec.7(1) of the Act, the rights arising under the said lease agreement vested in the Central Government and under Sec.7(3), it was stipulated that the Central Government could, if it so desired, renew or continue the lease, so far as may be on the same terms and conditions. After the expiry of the ten years by a letter dated 25. 1979, the appellant exercised the option of renewal for a further term of ten years. Again on 19. After the expiry of the ten years by a letter dated 25. 1979, the appellant exercised the option of renewal for a further term of ten years. Again on 19. 1989, the appellant wrote to the respondents that they wished to exercise their rights in terms of Secs.7(3) and 6 of the Act to renew the lease for a further term of twenty years to run from 10. 1989 on the terms and condition as contained in the original lease dated 9. 1970. The respondent did not agree with this and in 1993 filed a writ petition before the High Court, seeking the quashing of the notice of renewal dated 19. 1989. The High Court held that after the expiry in 1989 of the renewed term of ten years, the appellant was not entitled to exercise any option for another period of ten years and the notice dated 19. 1989 was without jurisdiction. It was contended before the Apex Court that the High Court ought to have dismissed the respondents petition, firstly on the ground of laches; secondly on the ground that the writ petition was not an appropriate remedy as disputed questions of fact were involved; and thirdly, on the ground that the invocation of the jurisdiction of the High Court in a contractual matter was an abuse of the process of the court. This ruling was tried to be relied upon to suggest that if option is exercised in the contractual matters, a writ petition could be entertained under Art.226 of the Constitution. It will be seen that the proposition is not as wide as is being tried to be used as in paragraph 7 of the decision. The Apex Court has specifically stated as under: “In the absence of constitutional or statutory rights being involved a writ proceeding would not lie to enforce contractual obligations even if it is sought to be enforced against the State or to avoid contractual liability arising thereto. In the absence of any statutory right Art.226 cannot be availed to claim any money in respect of breach of contract or tort or otherwise. In the absence of any statutory right Art.226 cannot be availed to claim any money in respect of breach of contract or tort or otherwise. In the present case, the appellants have sought to exercise their powers under Sec.7 of the Act and, therefore, though the other consequences may be contractual in nature, the exercise of the right being under a statute, it cannot be said that the respondent could not approach the writ court.” A clear-cut distinction, therefore, has been found by the Apex Court to the effect that the Hindustan Petroleum Corporation in that case was trying to assert its rights referable to Sec.7 of the Act and, therefore the matter could be challenged by way of a writ petition. Such is clearly not the case before us. What is being tried to be asserted is purely a contractual matter arising out of the agreement between the petitioner and the respondent company. Such agreement again does not have any trace of being under a particular statute or does not have a statutory conception. The reliance, therefore, would be of no consequence. 17. The learned counsel for the petitioner very heavily relied on the decision reported in L.I.C. of India v. Consumer Education and Research Center L.I.C. of India v. Consumer Education and Research Center L.I.C. of India v. Consumer Education and Research Center , A.I.R. 1995 S.C. 1811 and more particularly to the observations in paragraph 27, where the Apex Court has very specifically declared that in the sphere of contractual relations, the State, its instrumentality, public authorities or those whose acts bear insignia of public element, action to public duty or obligation are enjoined to act in a manner which is fair, just and equitable, after taking objectively all the relevant options into consideration and in a manner that is reasonable, relevant and germane to effectuate the purpose for public good and in general public interest. The Apex Court has further stated that duty to act fairly is part of fair procedure envisaged under Arts.14 and 21 of the Constitution and every activity of the public authority or those under Public duty or obligation must be informed by reason and guided by the public interest. In this case, the Apex Court was considering the legality and validity of the conditions imposed in the policy. In this case, the Apex Court was considering the legality and validity of the conditions imposed in the policy. Though technically speaking, this was a question regarding the interpretation of the clauses of an agreement, it cannot be forgotten that there is a definite distinction between the reported decision and the case on hand. In paragraph 28, the Apex Court says: “The distinction between the public law remedy and private law filed cannot be demarcated with precision. Each case has to be examined on its own facts and circumstances to find out the nature of the activity or scope and nature of the controversy. The distinction between public law and private law remedy is now narrowed down. The actions of the appellants bears public character with an imprint of public interest element in their offers with terms and conditions mentioned in the appropriate table inviting the public to enter into contract of life insurance. It is not a pure and simple private law dispute without any insignia of public element.” [Italics supplied] The emphasised portion would show that the situation is not the same here. Here it is a question of the dispute between the individual like the petitioner and the respondent-company. There is no public element involved nor does the agreement involved any public interest as such affecting the general public. The case is, therefore, clearly distinguishable on facts. 18. Reliance was also made on the reported decision in Whirlpool Corporation v. Registrar of Trade Marks, Mumbai and others Whirlpool Corporation v. Registrar of Trade Marks, Mumbai and others Whirlpool Corporation v. Registrar of Trade Marks, Mumbai and others , (1998)8 S.C.C. 1 and more particularly the observations in paragraphs 14 and 15 thereof. The learned counsel points out that the Apex Court has held that the exercise of writ jurisdiction under Art.226 of the Constitution does not operate as a bar in three contingencies; (i) where the writ petition seeks enforcement of any of the fundamental rights; (ii) where there is violation of principles of natural justice; and (iii) where the order or the proceedings are wholly without jurisdiction or the vires of an Act is challenged. These observations were made in the backdrop of the facts that in the reported decision, a showcause notice issued by the Registrar of Trade Marks under Sec.56(4) of the Trade and Merchandise Marks Act, 1958 was challenged by a writ petition. These observations were made in the backdrop of the facts that in the reported decision, a showcause notice issued by the Registrar of Trade Marks under Sec.56(4) of the Trade and Merchandise Marks Act, 1958 was challenged by a writ petition. There can be no dispute regarding the principles, but it has already been pointed out that there is no question of enforcement of any fundamental rights in this petition, particularly because the Corporation has relied upon the specific clauses of the agreement to terminate the contract and, therefore, the action cannot be termed as wholly arbitrary. It has also been shown that there would be no question of violation of principles of natural justice, as not only the showcause notice has been served, but there are documents in the records to suggest that the reply to that showcause notice has been thoroughly considered and the corporation is acting on the basis of the agreement which has been entered into by the petitioner with open eyes. For these reasons, the judgment is of no assistance. 19. Reliance was also made by the learned counsel for the petitioner on the reported decision in Vasant D.Bhavsar v. Bar Council of India Vasant D.Bhavsar v. Bar Council of India Vasant D.Bhavsar v. Bar Council of India , (1999)1 S.C.C. 45 where the Supreme Court has castigated the Disciplinary Committee of the Bar Council of India suggesting that their orders in disciplinary matters should be speaking orders and they must set out the reasons for which they are passed. According to the learned counsel, in the present impugned order, no reasons are given. As a matter of fact, in this case, the Apex Court was dealing with the quasi-judicial bodies like the Disciplinary Committees and the question was whether the appellant had “misconducted” himself within the meaning of Sec.35 of the Advocates Act. The observations would certainly have to be read in the light of the facts which are totally distinct and different from the facts involved. 20. The observations would certainly have to be read in the light of the facts which are totally distinct and different from the facts involved. 20. Lastly, reliance was placed on the Full Bench Judgment of this Court reported in Aluminium Industries Ltd. v. Minerala and Metals Trading Corporation of India Ltd. Aluminium Industries Ltd. v. Minerala and Metals Trading Corporation of India Ltd. Aluminium Industries Ltd. v. Minerala and Metals Trading Corporation of India Ltd. , (1997)2 C.T.C. 636 where the Full Bench has held that in the contractual matters also, there is a power of judicial review to decide the validity of such contract on the anvil of Art.14 of the Constitution. Heavy reliance is placed on the observations in paragraphs 47 and 48, where the court has spoken out the plenary jurisdiction of this Court under Art.226 of the Constitution. In paragraph 47, the Full Bench observes: “While reiterating that ordinarily writ petitions cannot be entertained under Art.226 of the Constitution of India for enforcement of terms of contract, or to claim damages arising out of concluded contract for breach of contract, one of the parties being the State or Authority to such contract, we hold that the jurisdiction to exercised the power of judicial review under Art.226 of the Constitution is not totally curtailed or absolutely excluded in examining and testing the validity of State action, even in such matters in extraordinary cases as to whether the requirement of Art.14 of the Constitution were satisfied by the State/Authority, though ordinarily the courts may not entertain writ petitions, and decline to grant relief exercising powers under Art.226 of the constitution for enforcement of terms of contract or to get remedy for a breach of contract on the basis of concluded contract, one of the parties being State or authority to such contracts.” There can be no doubt about the correctness to these observations. However, it cannot be forgotten that there is no question of breach of Art.14 of the Constitution in the present scenario which has already been discussed. The decision of the Full Bench has turned entirely on the backdrop of the breach of Art.14 of the Constitution on the part of the State where the State is one of the contracting parties. I have already found that there is no such breach in the present case. The ratio, therefore, will not apply to the present case. The decision of the Full Bench has turned entirely on the backdrop of the breach of Art.14 of the Constitution on the part of the State where the State is one of the contracting parties. I have already found that there is no such breach in the present case. The ratio, therefore, will not apply to the present case. This is besides the fact that in that case, admittedly, there were no disputed questions of facts arising for consideration. Such is clearly not the case here as there are number of disputed questions of facts in the present writ petition. 21. In view of all the above discussions, it has to be held that the present writ petition is not maintainable and would have to be dismissed and accordingly, it is dismissed. No costs. W.M.P.Nos.13049 of 1998 and 17320 of 1999 are dismissed. 22. After the judgment was delivered, the learned counsel for the petitioner sought one weeks time for filing an appeal and prayed that status quo should be maintained for at least one weeks time. Considering the over all situation, the request of the counsel for the Petitioner is accepted. Status quo shall be maintained for one week from today.