JUDGMENT By the Court.—Heard learned counsel for the petitioners and Dr. R.G. Padia, Senior Advocate, assisted by Sri Prakash Padia for the respondents. 2. Both the writ petitions raise common questions of law and facts and have been heard together. By consent of the parties, both the writ petitions are being decided by a common order. 3. By Writ Petition No. 36582 of 2009 (hereinafter referred to as the first writ petition), the petitioner has prayed for quashing the order dated 24th June, 2009 by which order the Labour Contract Agreement/Licence between Bharat Petroleum Corporation and the petitioner has been terminated. A writ of mandamus has also been sought commanding the respondents to allow the petitioner to continue as licensee as per the existing terms and conditions and not to suspend the sales and supplies of retail outlet being run by the petitioner at Village Bhorsar on N.H.7, Mirzapur. 4. In Writ Petition No. 36517 of 2009 (hereinafter referred to as the second writ petition) similar prayers have been made by the petitioner except one additional prayer, which is to the following effect : “(ii-a) to issue a writ, order or direction in the nature of certiorari quashing the clause 10 of the deed dated 11.9.2007 (Annexure-1 to the writ petition) by declaring it unreasonable, arbitrary and against the public policy.” 5. The facts in both the writ petitions are almost similar. It is sufficient to refer the facts of first writ petition for deciding both the writ petitions. 6. Bharat Petroleum Corporation Limited-respondent has been running various Company Owned and Company Operated Retail Outlet (COCO). The respondent-Corporation entered into an agreement with the petitioner titled as “Operatorship Agreement”. As per the agreement COCO Retail Outlet of the Corporation situate at village Bhorsar, N.H.7, Mirzapur needs engagement of Operator for performing various contractual jobs of the Corporation. The Principal job of the Operator was to employ required number of trained persons for operating retail outlet. The Operator was also to personally supervise the work of his employees. The Operator was solely responsible for payment of wages to staff employed by him. The Operator was also to deposit the cash in the Bank nominated by the Corporation on day-to-day basis and he was not authorised to grant any credit to customers. The Operator was also to personally supervise the work of his employees. The Operator was solely responsible for payment of wages to staff employed by him. The Operator was also to deposit the cash in the Bank nominated by the Corporation on day-to-day basis and he was not authorised to grant any credit to customers. The Operator shall have no right, title or interest in the premises or outfits nor any claim of dealership of retail outlet. The Corporation agreed to pay remuneration to the Operator of Rs. 25,000/- per month for sales upto 250 KL (MS+HSD) and an additional sum of Rs.100/- for every KL and further fixed remuneration amount of Rs. 41,588/- per month. The agreement entered with the petitioner was for the period of two months effective from 13.3.2007. The agreement also provided that any dispute or difference of any nature whatsoever, any claim, cross claim, counter claim arising out of or in related to the agreement shall be referred to the sole arbitration of Director (Marketing) of BPCL. The petitioner was also required to submit a bank guarantee as security deposit. The agreement was not extended any further and the petitioner was allowed to carry on Operatorship on day-to-day basis. By order dated 24th June, 2009 the Labour Contract Agreement/Licence granted to the petitioner was terminated with effect from 23rd July, 2009. The said order dated 24th June, 2009 has been challenged in the first writ petition. 7. The facts of the second writ petition are almost similar except that agreement of similar nature was entered with the petitioner of second writ petition on 11th September, 2007 and the agreement was for a period of four months with effect from 5th September, 2007. The agreement contained similar terms and conditions. By the order of the same date the said agreement has also been terminated. 8. Sri V.K. Singh, learned Senior Advocate, appearing for the petitioner in first writ petition, challenging the order dated 24th June, 2009 contended that no regular dealer having been appointed, the termination of operatorship agreement is arbitrary and unreasonable. He submits that there is no difference between an agreement of operatorship and the working of a retail outlet dealer. It is contended that the work and performance of the petitioner was also satisfactory and the petitioner has increased the sale of petroleum products and there was no justification for terminating the operatorship. He submits that there is no difference between an agreement of operatorship and the working of a retail outlet dealer. It is contended that the work and performance of the petitioner was also satisfactory and the petitioner has increased the sale of petroleum products and there was no justification for terminating the operatorship. It is submitted that petitioner has legitimate expectation of continuance of his operatorship till any regular dealer is appointed. Learned counsel for the petitioner has placed reliance on a Division Bench judgment of this Court dated 14th July, 2009 in Writ Petition No. 32164 of 2009 (M/s B.P. Sharma and Company v. Bharat Petroleum Corporation Limited and another) by which judgment the termination of ad-hoc dealership of the petitioner of that case was set-aside by this Court by allowing the writ petition. Learned counsel for the petitioner submits that the said judgment fully covers his case and the present writ petition also deserves to be allowed on the aforesaid basis. Reliance has also been placed on a judgment of the Apex Court in the case of Harbanslal Sahnia and another v. Indian Oil Corporation and others, (2003)2 SCC 107 . 9. Sri Arvind Srivastava, learned counsel for the petitioner, appearing in the second writ petition, also submitted that decision of Corporation terminating the operatorship of the petitioner being arbitrary and unreasonable deserves to be quashed by this Court in exercise of writ jurisdiction. He contended that there is no difference between the rights of an ad-hoc dealer who is granted licence to run outlet and a person who has been awarded contract of operating the outlet. He submitted that petitioner has tremendously increased the sale of petroleum products. It is submitted that petitioner has increased the sale of petrol in the year 2007 about 400 litre per day and in the year 2009 about 1500 litre per day and has also increased the sale of diesel about 1000 litre per day in the year 2007 and about 6000 litre per day in the year 2009. Learned counsel for the petitioner submitted that an arbitrary action of the Corporation even while invoking terms and conditions of an agreement deserves to be set-aside by this Court in exercise of writ jurisdiction. Learned counsel for the petitioner submitted that an arbitrary action of the Corporation even while invoking terms and conditions of an agreement deserves to be set-aside by this Court in exercise of writ jurisdiction. Reliance has been placed on a judgment of the Apex Court in the case of Karnataka State Forest Industries Corporation v. Indian Rocks, (2009)1 S.C.C. 150 and on a judgment of learned Single Judge of this Court in the case of M/s Navin Filling Station, Nawabganj, Bareilly v. Indian Oil Corporation Ltd. and others, 2008(6) ADJ 319 . Reliance has also been placed on a Division Bench judgment of this Court in M/s B.P. Sharma’s case (supra). Sri Srivastava further contended that Clause 10 of the agreement by which the agreement was limited for a period of four months only is an unfair condition and contrary to the public policy. He submitted that petitioner has been made to accept the condition by signing the bond by exercising undue influence and the said clause of the agreement deserves to be declared as unreasonable, arbitrary and against the public policy. Reliance has been placed on a judgment of the Apex Court in the case of Central Inland Water Transport Corporation Limited and another v. Brojo Nath Ganguly and another, (1986)3 SCC 156 . 10. Dr. R.D. Padia, learned counsel appearing for the Corporation, refuting the submissions of learned counsel for the petitioners, contended that in the agreements, which were entered into between the petitioners and Corporation there is an specific Clause 33, which provides for arbitration to the sole Arbitrator in the event of any dispute or difference of any nature between the Contractor and Corporation. He submitted that the Corporation is engaged in commercial activities and the petitioners having been given contract for providing contract labour, it is open for the petitioners to raise a dispute before the Arbitrator in the event of termination of agreement. He submitted that the case of the petitioners is not similar to that of ad-hoc dealership, which was decided in M/s B.P. Sharma’s case (supra). He submitted that ad-hoc dealers were appointed pending appointment of regular dealer and they had worked for about five years, in that circumstances this Court in M/s B.P. Sharma’s case (supra) set-aside the order of termination whereas the petitioners being only labour contractor, have no right to claim any retail outlet. He submitted that ad-hoc dealers were appointed pending appointment of regular dealer and they had worked for about five years, in that circumstances this Court in M/s B.P. Sharma’s case (supra) set-aside the order of termination whereas the petitioners being only labour contractor, have no right to claim any retail outlet. He submitted that Corporation pays the remuneration to the labour contractors, i.e., the petitioners for the staff provided by the petitioners whereas ad-hoc dealer pays the licence fee to the Corporation for running the outlet. Dr. R.G. Padia further contended that there being arbitration clause in the agreement, the petitioners be relegated to seek their remedy before the Arbitrator and the writ petitions need not be entertained. With regard to submission of Sri Arvind Srivastava that Clause 10 of the agreement is against the public policy, Dr. Padia contended that merely because period of contract was limited, it cannot be said that any undue influence was exercised by the Corporation or the said clause limiting the period of contract is against the public policy. 11. We have considered the submissions of learned counsel for the parties and have perused the record. 12. Before we proceed to consider the various submissions raised by learned counsels for the parties, it is necessary to look into the nature of the agreement, which was entered into between the petitioners and the Corporation. Copy of the agreement entered with the Corporation has been filed as Annexure-1 to the first writ petition. Clause 1 of the agreement provides, “The Corporation hereby apoints the Operator for performing various jobs at the “COCO” with the objective of running the Retail Outlet through its officials in a smooth manner”. As noticed above, the petitioner was permitted to operate Company Owned and Company Operated Retail Outlet. Clause 2 of the agreement enumerates various conditions. It is useful to quote sub-clauses (e), (f), (i), (u) and (v) of Clause 2, which are as follows : “2. The Operator hereby covenant and agree with the Corporation as under : (b) To employ required number of trained persons with required competency and skills as per the Manning norms laid down by the Corporation and numbers as desired by the Corporation from time to time and at its own cost. The Operator hereby covenant and agree with the Corporation as under : (b) To employ required number of trained persons with required competency and skills as per the Manning norms laid down by the Corporation and numbers as desired by the Corporation from time to time and at its own cost. The list of such employees so employed by the Operator shall be given to the Corporation and its approval shall be taken in advance. However, if any person were required to be employed at the retail outlet for temporary period the same would require Corporation’s prior approval. Any change shall be notified immediately and Corporation’s approval obtained. The Operators or labourers employed by them will not have any claim for the jobs at the COCO Retail Outlet or with Corporation at any time. There shall not be any existence of employer – employee relationship between the person employed by the Operator and the Corporation. (c) .................................. (d) .................................. (e) To be solely responsible for initiating any disciplinary action against the persons employed by the operator for ensuring discipline and order at the work place and shall have the exclusive right to terminate the services of any of his employees. (f) To be solely responsible for the payment of wages to staff employed by him for performing or for carrying out his obligations under this agreement and to abide by the Rules and Regulations as laid down in Payment of Wages Act, Minimum Wages Act, Payment of Bonus Act, Provident Fund Act, Shops & Establishment Act, Factories Act, The Employees State Insurance Act, 1940 and all other applicable Labour Laws, rules and regulations made from time to time and the Corporation shall be in no event responsible/liable for acts of omission and commission including financial/legal or any other kind/pecuniary liabilities towards the employees and associates of the Operator. The Operator shall ensure suitable coverage under PF and ESI schemes of the person engaged by him in the separate PF/ESI code number held by him. The Operator shall keep the Corporation indemnified against such liabilities from all the proceedings in respect thereof. (f) .................................. (g) .................................. (h) .................................. (i) To provide services at the retail outlet on all days of the week including Sundays and holidays for 24 hrs a day or as may be directed by the Corporation from time to time. (j) .................................. (k) .................................. ....................................... (f) .................................. (g) .................................. (h) .................................. (i) To provide services at the retail outlet on all days of the week including Sundays and holidays for 24 hrs a day or as may be directed by the Corporation from time to time. (j) .................................. (k) .................................. ....................................... (u) To deposit cash in the Bank nominated by the Corporation on day-to-day basis. The Operator will submit proof of deposit to Territory Office and Regional Office of the Corporation on daily basis along with the details of Bank Money Receipt Document. Any shortage of cash including towards fake and counterfeit currency will be the responsibility of the Operator and should be made good to the Corporation within 24 hours. In case of delay, the Operator is liable to pay interest @ 2-1/2% p.m. for such delay. (v) Not to grant any credit to customers.” 13. Clause 4 of the agreement provided that Operator shall have no right, title or interest in the premises or outfits nor will have any claim on dealership for the retail outlet on the basis of his operatorship. Clause 19 of the agreement provides for payment by the Corporation to the Operator. Clause 19 is quoted below : “19. In consideration of the services of operational nature which includes all staff costs as per Minimum Wages Act and component of honorarium within remuneration to be rendered in terms of this agreement the Corporation shall pay to the operator a remuneration of Rs. 25,000/- per month for sales upto 250 KL (MS+HSD) and an additional sum of Rs. 100/- for every KL thereafter per month (inclusive of all expenses and costs.) Further, a fixed remuneration amount of Rs. 41,588/- p.m. shall be paid to the Operator (inclusive of all expenses and costs).” 14. Clause 33 of the agreement provides for arbitration, which is quoted below : “33. Any dispute or difference of any nature whatsoever, any claim, cross claim, counter-claim or set off of BPCL/Contractor against omission or account of any of the parties hereto arising out of or in relation to this Agreement shall be referred to the Sole Arbitration of Director (Marketing) of BPCL or to some officer of BPCL who may be nominated by the Director (Marketing). In the event the Arbitrator being unable or refusing to act for any reason whatsoever, the Director (Marketing) of BPCL shall designate another person to act as an Arbitrator in accordance with the terms of the said Agreement. The Arbitrator newly appointed shall be entitled to proceed with the reference from the point at which it was left by his predecessor. The law applicable to such proceedings will be the Arbitration and Conciliation Act, 1996 or any other enactment in replacement thereof.” 15. From the aforesaid terms and conditions of the agreement, it is clear that the outlet is a company owned and company operated and the Operator, i.e., the petitioner is only asked to provide workers for running the outlet. The Corporation makes payment to the petitioner for his job as per Clause 19 of the agreement, as quoted above. 16. At this juncture, it is relevant to note the main condition under which appointment of dealers is made by the Corporation. From the conditions of appointment of dealership, it is clear that Corporation does not pay any remuneration to dealer, rather the dealer pays to the Corporation monthly licence fee for running the dealership. From the different clauses of the agreement between the petitioners and the corporation, it is clear that the job assigned to the petitioners is more or less job akin to the job of labour contract, who provides workers for operating the outlet and the wages of the workers as well as their disciplinary control vests in the Operator himself. No right is given under the agreement in favour of the Operator with regard to the outlet. It is well settled that normally for breach of terms and conditions of a commercial contract entered by the State/Corporation, the remedy available to aggrieved is in accordance with the terms and conditions of the agreement. Clause 33 of the agreement, as noted above, clearly contemplates that all dispute or differences between the Operator and the Corporation is to be referred to the sole arbitrator. 17. Much emphasis has been laid by the counsel for the petitioners on the judgment of this Court in M/s B.P. Sharma’s case (supra) where termination of ad-hoc dealership was challenged by the petitioners and the writ petition was allowed. In the said case the petitioners were appointed as ad-hoc dealers for retail outlet in the year 2005. 17. Much emphasis has been laid by the counsel for the petitioners on the judgment of this Court in M/s B.P. Sharma’s case (supra) where termination of ad-hoc dealership was challenged by the petitioners and the writ petition was allowed. In the said case the petitioners were appointed as ad-hoc dealers for retail outlet in the year 2005. The appointment letter of the said ad-hoc dealers provided as under : “We are in the process of finalising regular dealership for carrying out the business of Motor Spirit (MS) and High Speed Diesel (HSD) and Lubricants from the aforesaid location. Pending final decision of the matter, we wish to appoint you purely on temporary basis to run the subject outlet and authorise you to run the same on the following terms and conditions.” 18. The ad-hoc dealership was terminated by the Corporation although it was stated in the counter affidavit that no regular dealer was appointed. In the said circumstances this Court took the view that when very appointment of the ad-hoc dealer was made in contemplation of the process of finalising the regular dealership, the termination of such ad-hoc dealership was unreasonable and not a valid exercise of power. Those petitioners had continued to function as ad-hoc dealer for more than four years without any complaint. The facts and case of the petitioners in present writ petition as well as in the writ petition of ad-hoc dealers cannot be said to be based on same footing. In facts of the case of ad-hoc dealer the Court took the view that decision was arbitrary and unreasonable. In the present case in the agreement between the petitioners with the Corporation, there is no such contemplation that petitioners are appointed as operator pending appointment of regular dealership. The right of a person who is engaged by Corporation on payment of remuneration for providing personnels to run the outlet cannot be said to be similar to right of ad-hoc dealer, who has been appointed to run a outlet. Thus the judgment in M/s B.P. Sharma’s case (supra) is distinguishable. 19. The right of a person who is engaged by Corporation on payment of remuneration for providing personnels to run the outlet cannot be said to be similar to right of ad-hoc dealer, who has been appointed to run a outlet. Thus the judgment in M/s B.P. Sharma’s case (supra) is distinguishable. 19. The petitioners have placed reliance on the judgment of the Apex Court in Karnataka State Forest Industries Corporation’s case (supra) in which the Apex Court has laid down that in exercise of writ jurisdiction although the writ Court would not enforce the terms of a contract but when an action of the State is arbitrary or discriminatory, the writ petition would be maintainable. Similar is the view taken by the Apex Court in Harbanslal Sahnia’s case (supra). There cannot be any dispute to the proposition as laid down by the Apex Court in the aforesaid cases. This Court does not lack jurisdiction to interfere in appropriate case when the Court is satisfied that action of the State even in a contract matter is arbitrary and unreasonable but taking into consideration overall facts and circumstances of the case especially the case that petitioners were given contract to provide workers for running the outlet, the petitioners are not entitled for a mandamus directing the respondents to continue to take workers from the petitioners for running the outlet. Clause 33 of the Agreement provides appropriate remedy to such a person for redressal of his grievance in case any loss or damage is claimed to suffer by termination of the agreement. 20. Now comes the additional submission of Sri Arvind Srivastava in second writ petition challenging Clause 10 of the agreement as arbitrary, unreasonable and against the public policy. The offending part of Clause 10 of the agreement is as follows : “10. (a) The agreement will be for a period of FOUR MONTHS effective from 5.9.2007.” Sri Srivastava contended that the respondents have exerted undue influence upon the petitioner to accept the terms and conditions of continuing the contract only for a period of four months, which condition is contrary to the public policy. Reliance has been placed on paragraphs 83, 89 and 92 of the judgment in Central Inland Water Transport Corporation’s case (supra). The Corporation in carrying out its commercial activities, while entering into a contract, has every right and jurisdiction to fix the period of contract. Reliance has been placed on paragraphs 83, 89 and 92 of the judgment in Central Inland Water Transport Corporation’s case (supra). The Corporation in carrying out its commercial activities, while entering into a contract, has every right and jurisdiction to fix the period of contract. The period in a contract is one of the essential ingredients and important part of the contract and on fact that agreement was entered only for a period of four months, it cannot be said that there was breach of any public policy. No such principle of public policy has been placed before us, which require that contract of a particular job cannot be for any fixed period. The submission of undue influence on the part of the Corporation to the petitioner is also not acceptable. The Corporation had invited persons for providing workers to run the outlet on particular payment with further contemplation of payment of remuneration. In the matter of contract there is no compulsion on anyone to accept the contract. In the judgment of Central Inland Water Transport Corporation’s case (supra) the Apex Court was considering the provisions of Central Inland Water Transport Corporation Ltd. (Service, Discipline and Appeal) Rules, 1979, which provided for termination of a permanent employee on three months’ notice and further rule providing termination of services of permanent employee on the ground of service no longer require in the interest of company without assigning any reason. In context of the said clauses of the service rules, the Apex Court held that such type of contracts, which contain terms which are so unfair and unreasonable that they shock the conscious of the Court are opposed to the public policy and are void. It was further held by the Apex Court that people seeking employment had no choice left to them but to accept the terms and conditions of the service rules. The said case is clearly distinguishable and has no application in facts of the present case. 21. Taking into consideration overall facts and circumstances of the present case, we are of the view that the petitioners may invoke the arbitration Clause 33 of the Agreement for redressal of their grievances. It is not a fit case to be entertained in exercise of writ jurisdiction. 22. Subject to above, both the writ petitions are dismissed. ————