Judgment : Under one agreement dated 16.11.1993, the Gas Authority of India Limited (GAIL), which is the respondent in the main original application, agreed to supply to a company by name Pondy Chem Pvt. Ltd., 3000 standard cubic meters per day of gas, for the plant of the purchaser located at Karaikkal in the Union Territory of Pondicherry. By another agreement dated 21.07.1994, GAIL agreed to supply to a proprietary concern by name Silicate India, a similar quantity of 3000 standard cubic meters per day of gas. Since Pondy Chem Pvt. Ltd., and the proprietary concern Silicate India, were admittedly under the same management, the Gas Authority of India Limited (GAIL) entered into a supplementary agreement dated 21.07.1994 in common, with both the purchasers, agreeing to supply gas to both companies through a common meter installed at the plant of Pondy Chem Pvt. Ltd., The supplementary agreement provided that the total gas supplied and measured through common meter, could be divided into two equal parts and the purchasers under both agreements should share the same. 2. It appears that the original contracts expired and the parties entered into another contract on 27.12.1997, which came into force from 01.01.1998 for a period of 5 years, extending upto 31.12.2002. The agreement dated 27.12.1997 also contained a clause for extension of the period of contract under Article 3 which reads as follows: “3. 01 If any of the parties hereto should desire an extension of the period of CONTRACT it shall give to the other party a prior notice in writing of its such intention at lest six month before the expiry of the period stipulated in Article 2.01 where upon the period shall be extended on such terms and conditions as may be mutually agreed upon. Provided further that in case of renewal the agreement shall be finalized and executed between the parties at least three months before the expiry of the period stipulated in Article 2.01.” 3. Article 12 of the said agreement contained a provision enabling the seller as well as the buyer to transfer or assign their rights and obligations under the contract to any associated company or Corporation. In so far as the right of the buyer to transfer or assign the rights and obligations are concerned, Article 12.2 dealt with the same on the following lines: “12.02. In so far as the right of the buyer to transfer or assign the rights and obligations are concerned, Article 12.2 dealt with the same on the following lines: “12.02. Likewise the BUYER may at any time transfer or assign its rights and obligations under this CONTRACT to any other associated Company or Corporation by giving prior notice to the SELLER of such transfer or assignment provided further all its rights and obligations under this CONTRACT for supply of GAS shall stand transferred to such associated Company or Corporation to whom BUYER transfer its rights and obligations. Provided further that the BUYER shall first make all payments in full including interest If any, before such transfer or assignment.” 4. The contract dated 27.12.1997, underwent an amendment on 30.12.2002. Actually, there was no necessity for such amendment, if the contract had been allowed to expire on 31.12.2002. But the parties agreed for an extension of the contract for a period of one year from 01.01.2003 upto 31.12.2003. The amendments were with reference to Article 12.02 among the things. The amended clause 12.02 reads as follows:- “12.02 Notwithstanding anything above, the SELLER shall have right to reject the said assignment (or) transfer of the CONTRACT without assigning any reason. Further, if at any stage during the period of the CONTRACT, it is found that the assignment (or) transfer of Gas supply is a ‘Sale’ (or) against the spirit of the CONTRACT, the SELLER shall have the right to stop/suspend the GAS supply and the matter to ministry of Petroleum & Natural/Gas Linkage Committee for cancellation. However, if assignment (or) transfer is sought during the implementation of activities enumerated in Annexure II HERETO, the mater shall be referred to Ministry of Petroleum & Natural Gas/Gas Linkage Committee for decision.” 5. During the subsistence of the contract, one of the parties viz., Silicate India which is the applicant in the main original application, wrote a letter to GAIL, which is the respondent in the mail original application, on 30.09.2003, informing them that the proprietary concern proposed to merge with another sister concern by name Kiran Pondy Chems Limited. The applicant sought the permission of the respondent for such merger. 6. The applicant sought the permission of the respondent for such merger. 6. In response to the said request, the respondent sent a letter dated 23.10.2004, calling upon the applicant to submit certain documents such as the Memorandum and Articles of Association, list of Directors, shareholding pattern, documents relating to merger and any other relevant documents. 7. Keeping the request of the applicant for permission for merger, the respondent extended the period of contract from to time upto 31.12.2005. When the contract was about to expire on 31.12.2005, the respondent sent a letter dated 27.12.2005 extending the contract only upto 31.03.2006. 8. However, a fresh contract was again entered into on 04.07.2006. Interestingly, this contract was entered into, with retrospective effect from 01.04.2006. The duration of this contract as filed as upto 31.12.2010. 9. The last of the contracts dated 04.07.2006 also contained a clause for extension of the period of contract under Article 3. Though Article 3 of the contracts dated 04.07.2006 was almost similar to Article 3 of the earliest contract dated 27.12.1997, there was some slight modification of the language employed. Therefore, Article 3 of the last contract dated 04.07.2006 is extracted as follows:- “ARTICLE-3 EXTENSION OF PERIOD OF CONTRACT If either party decided to extend the Contract Period it shall give to the other a prior notice in writing of its such intention at least six months before the expiry of the Contract Period stipulated in Article 2 where upon the Contract Period shall be extended on such terms and conditions as may be mutually agreed upon at that time. Provided further that the renewal agreement shall be finalized and executed between the parties at least three months before the expiry of the Contract Period.” 10. Interestingly, the last of the contracts dated 04.07.2006 also contained a clause titled “Assignment and Withdrawal”. This clause was a new introduction. Article 14.1(ii) which deals with the right of the buyer to transfer its interest, reads as follows:- “(ii) Provided, the BUYER, if it is company, may transfer its interest to a parent or affiliate by assignment, merger or otherwise, subject to transfer party furnishing / providing to SELLER documentary proof to the effect that transferor and transferee parties are parent or affiliate under the relevant Law/Act. Upon any transfer and assumption, the transferor shall not be relieved of or discharged from any obligations hereunder not assumed by the transferee. Upon any transfer and assumption, the transferor shall not be relieved of or discharged from any obligations hereunder not assumed by the transferee. Provided further, it the BUYER is other than a Company, such assignment or transfer shall be allowed only with prior written consent of the SELLER.” 11. The last of the contracts also contained a clause in Article 16 for termination before the expiry. Article 16 reads as follows: “ARTICLE 16 TERMINATION OF CONTRACT 16.1 This contract may be terminated at any time before the expiry of the Contract Period with the mutual consent of the parties. 16.2. Notwithstanding anything above, the contract may be terminated by the SELLER for any act of commission or omission in breach of Article 17.1.” 12. After the execution of the last contract on 04.07.2006, the respondent also offered to the applicant, an additional quantity over and above the contracted quantity purely on temporary basis. The applicant agreed to the same. 13. Similarly, the respondent entered into a contract with ONGC, on 07.07.2006. Consequently, the respondent insisted upon an amendment of the contract dated 04.07.2006 and the parties also singed the amendments proposed. 14. During the subsistence of the above contract, that applicant reminder the respondent, by a letter dated 20.09.2008, about their pending request for merger with their sister company. In response, the respondent sent a reply dated 29.09.2009, calling upon the applicant to produce a similar set of documents as they had demanded way back in 2003. Accordingly, a set of documents were furnished vide a covering letter dated 01.10.2009. 15. In the meantime, the parties signed one more amendment to the original contract on 10.03.2009. It was only under this amendment that a clause for resolution of disputes through arbitration was inserted under Article 15. The original Article 15 merely enabled the parties to go to Civil Court. But this amendment provided for arbitration and also provided for continued performance of the contract during the period of arbitration. 16. Without either accepting or rejecting the request of the applicant for permission for merger, the respondent started extending the duration of the contract for smaller periods, after the contract dated 04.07.2006 expired on 31.12.2010. First the respondent extended the contract from 01.01.2011 to 28.02.2011, thereafter from 01.03.2011 to 30.04.2011 and later from 12.05.2011 to 30.06.2011 and on and so forth. Without either accepting or rejecting the request of the applicant for permission for merger, the respondent started extending the duration of the contract for smaller periods, after the contract dated 04.07.2006 expired on 31.12.2010. First the respondent extended the contract from 01.01.2011 to 28.02.2011, thereafter from 01.03.2011 to 30.04.2011 and later from 12.05.2011 to 30.06.2011 and on and so forth. Ultimately, by a letter dated 31.05.2012, the respondent extended the contract for a period of one month from 01.06.2012 to 30.06.2012. During this entire period from 01.01.2011 to 30.06.2012, the respondent sent a spate of correspondence, calling upon the applicant to provide various documents to show that the applicant was being taken over by a group company. In one letter dated 14.07.2009, the respondent even issued a show cause notice for the termination of the contract on the ground that the take over of the applicant by the sister company, without the consent of the respondent, is a clear breach of the contractual obligations. Nevertheless, the respondent did not terminate the contract as per the show cause notice dated 14.07.2011. On the other hand, the respondent kept renewing the contract upto 30.06.2012 periodically without passing any order on the show cause notice. 17. 17. Frustrated at these short renewals for periods of one month and two months and frustrated at the failure of the respondent to take any action on the request pending for a period of 10 years from 2003, the applicant came up with an application in O.A.No.483 of 2012 under section 9 of the Arbitration and Conciliation Act, 1996, praying for an interim order of injunction restraining the respondent from disconnecting or minimising the supply of natural gas pending arbitration proceedings. 18. In the said application O.A.No.483 of 2012, this court granted an interim order of injunction on 22.06.2012. Upon receipt of the copy of the order of injunction, the respondent in the main petition came up with an application in A.No.2623 of 2012 for vacating the interim injunction. Therefore, both the applications were taken up together for disposal. 19. I have heard Mr. P.S.Raman, learned Senior Counsel appearing for the applicant and Mr. M.Ajmal Khan, learned Senior Counsel appearing for the respondent. 20. Therefore, both the applications were taken up together for disposal. 19. I have heard Mr. P.S.Raman, learned Senior Counsel appearing for the applicant and Mr. M.Ajmal Khan, learned Senior Counsel appearing for the respondent. 20. There is no dispute about the fact that the respondent first entered into a contract with the applicant, way back on 21.07.1994 for the sale and supply of 3000 standard cubic meters per day of gas. There is also no dispute about the fact that right from July 1994, the applicant has been enjoying the sale and supply of gas uninterruptedly for the past more than 19 years. Admittedly, the respondent’s agreement to supply the said quantity of gas to the applicant, was by virtue of an allotment made by the Government of India. The sale and supply is at a subsidized rate, which the parties have chosen to describe as Administered Price Mechanism rate. In other words, by virtue of the allotment made by the Government of India, way back in 1993/1994, the respondent is supplying gas to the applicant at a subsidized rate uninterruptedly for the past 19 years without any complaint whatsoever. 21. Though the contracts were for periods of 2 years, 3 years or 5 years, as the whims and fancies of the respondent dictated, this practice got interrupted in December 2010. After December 2010, the renewal has been only for two months or one month on every occasion. Eventually, the last extension was from 01.06.2012 to 30.06.2012. On 30.06.2012, the contract expired. But by virtue of the interim order granted by this Court, the respondent continues to supply gas to the applicant. 22. In the light of the above admitted facts, the respondent has a preliminary objection to the very maintainability of the prayer of the applicant for injunction. The objects of the respondent are as follows:- i. that by virtue of Section 14(1)(a) read with Section 14(1)(c) and section 41(e) of the Specific Relief Act, 1963, a contract of this nature cannot be specifically enforced and hence, there cannot be an injunction to prevent the breach of such a contract, which by its nature is determinable and which can be compensated in terms of money; ii. that the grant of an injunction of the nature prayed for would tantamount to compelling a party to enter into a contract forcibly with another person; and iii. that the grant of an injunction of the nature prayed for would tantamount to compelling a party to enter into a contract forcibly with another person; and iii. that since the refusal of the respondent to supply gas would only result in damages quantifiable by the applicant, an injunction cannot be granted. 23. In support of the above contentions, with reference to Section 14(1)(a) and (c) read with Section 41(e) of the Specific Relief Act, 1963, Mr.M.Ajmal Khan, Learned Senior Counsel for the respondent relied upon the following decisions;- i. Adhunik Steels Ltd Vs. Orissa Manganese and Minerals Pvt. Ltd {2007 (4) CTC 340} ii. Praveen Travels (P) Ltd vs. Visteon Automatice Systems India Pvt. Ltd { 2002 (1) CTC 542 } iii. Union Territory of Pondicherry vs. P.VSuresh { 1994 (2) SCC 70 } iv. Rajasthan Breweries Ltd vs. Stroh Brewery Company { AIR 2000 Del. 450 } v. MIC Electronics Ltd vs. Municipal Corporation of Delhi vi. Fashion Television India Private Ltd vs. FTV BVI viii. Royal Orchid Hotels Ltd vs. Ferdous Hotels Pvt. Ltd viii. Energo Engineering Projects Ltd. Vs. Sri Aishwarya Constructions {2013 (2) CTC 415} ix. MMS Steel and Power Private Ltd. Vs. Oil and Natural Gas Corporation Ltd {OMP No.337 of 2009 decided on 08.12.2009 by the Delhi High Court} 24. However, it is contended by Mr. P.S.Raman, Learned Senior Counsel for the applicant that by virtue of section 10 of the Specific Relief Act, the reliance placed by the learned counsel for the respondent, upon section 14(1)(a) and (c) and 41(e) cannot be sustained. 25. Therefore, in the light of the rival contentions, the crucial question that arises for consideration is as to whether the case on hand falls within the exceptions to the general principles enunciated in section 14(1)(a) and (c) read with section 41(e) or not. To find this out, it is necessary to have a look at these provisions and hence sections 10, 14(1)(a) and (c) and section 41(e) of the Specific Relief Act, 1963, are extracted as follows:- “10. Cases in which specific performance of contract enforceable. – Except as otherwise provided in this Chapter, the specific performance of any contract may, in the discretion of the court, be enforced. Cases in which specific performance of contract enforceable. – Except as otherwise provided in this Chapter, the specific performance of any contract may, in the discretion of the court, be enforced. a. when there exists no standard for ascertaining the actual damage caused by the nonperformance of the act agreed to be done; or b. when the act agreed to be done is such that compensation in money for its nonperformance would not afford adequate relief. Explanation – Unless and until the contrary is proved, the Court shall presume.- i. that the breach of a contract to transfer immovable property cannot be adequately relieved by compensation in money; and ii. that the breach of a contract to transfer movable property can be so relieved except in the following cases:- a. where the property is not an ordinary article of commerce, or is of special value or interest to the plaintiff, or consists of goods which are not easily obtainable in the market; b. where the property is held by the defendant as the agent or trustee of the plaintiff.” Contracts not specifically enforceable. – 1. The following contracts cannot be specifically enforced namely:- a. a contract for the non-performance of which compensation in money is an adequate relief; c. a contract which is in its nature determinable. 41. Injunction when refused –An injunction cannot be granted. (a) … … … … (b) … … … … … … … … … (e) to prevent the breach of a contract the performance of which would not be specifically enforced.” 26. From a combined reading of sections 14(1)(a), 14(1)(c) and 41(e), it is clear, even without the aid of any judicial precedents (i) that a contract for the non-performance of which, compensation in money is an adequate relief, cannot be specifically enforced; (ii) that a contract which is in its nature determinable, cannot be specifically enforced; and (iii) that no court can grant an injunction to prevent the breach of a contract, which cannot be specifically enforced. But since the learned Senior Counsel for the respondent cited several authorities and also since I happen to be the court of first instance, I shall briefly refer to the decisions relief upon. 27. But since the learned Senior Counsel for the respondent cited several authorities and also since I happen to be the court of first instance, I shall briefly refer to the decisions relief upon. 27. In P.V.Suresh { 1994 (2) SCC 70 }, the Supreme Court expressed unhappiness about the manner in which interim orders of injunction were granted by this Court and pointed out that a Court has no jurisdiction to alter the terms or rewrite the contract between the parties. But I do not think that this decision is relevant for the case on hand. The applicant is not seeking to alter the terms of or to rewrite the contract. At the most, the applicant can be accused of seeking a direction to the respondent to renew a contract that had already expired. Whether this is permissible or not is a different question, but this cannot be taken to be an application for rewriting the contract. 28. In Rajasthan Breweries Ltd ( AIR 2000 Del. 450 }, a Division Bench of the Delhi High Court referred to the provisions of section 14(1)(a) and (c) and 41(e) and held, following the decision of the Supreme Court in Indian Oil Corporation Ltd. Vs. Amritsar Gas Service { 1991 (1) SCC 533 } that the grant of an injunction in such cases is statutorily prohibited and that section 9 of the Arbitration Act, does not authorize the court to overlook the provisions of the Specific Relief Act, 1963. 29. In Praveen Travels (P) Ltd. { 2002 (1) CTC 542 }, K.Sampath, J., followed the decision of the Supreme Court in Amritsar Gas and the decision of the Delhi High Court in Rajasthan Breweries and rejected an application under section 9. 30. In Adhunik Steels Ltd {2007 (4) CTC 340}, the Supreme Court pointed out that the triple tests of prima facie case, balance of convenience and irreparable injury, as applicable to proceedings under order XXXIX of the Code of Civil Procedure, can be read into the expression “just and convenient” found in section 9 of the Arbitration Act. 31. In MMS Steel and Power (P) Ltd {indiankanoon.org/ doc/1715329}, relied upon by the learned senior counsel for the respondent, the dispute that came up before a learned judge of the Delhi High Court was almost identical to the case on hand. 31. In MMS Steel and Power (P) Ltd {indiankanoon.org/ doc/1715329}, relied upon by the learned senior counsel for the respondent, the dispute that came up before a learned judge of the Delhi High Court was almost identical to the case on hand. The very prayer made by the applicant before the Delhi High Court under section 9 was for an extension of the contract for the supply of “Sour Gas” for a period of 5 years, from the date of expiry of the contract. While rejecting the application, the Delhi High Court referred to Sections 14(1)(a), (b) and (d) and 41(e) of the Specific Relief Act, 1963 and held that the relief prayed for could not be granted. But unfortunately, no agreement on the strength of section 10 of the Specific Relief Act, 1963, appears to have been raised in the said case. 32. In MIC Electronics Ltd {CDI 2011 DHC 1891}, a Division Bench of the Delhi High Court followed the previous decision in Rajasthan Breweries and rejected the application for injunction in the light of Section 14(1)(c) read with section 41(e) of the Specific Relief Act, 1963. 33. In Fashion Television India Pvt. Ltd, S.Muralidhar, J., of the Delhi High Court, dismissed a prayer for injunction on the basis of Section 14(1)(c) read with section 41(e). 34. In Energo Engineering Products { 2013 (2) CTC 412 }, T.Raja, J., allowed an appeal and vacated an order of injunction granted by the Principal District Court, Thoothukudi, under section 9, on the basis of Section 14(1)(a) and 41(e). Similarly, Vinod K.Sharma, J., rejected an application under section 9 in Royal Orchid Hotels Ltd, on the basis of the same provisions, after relying upon the decision of the Supreme Court in Adhunik Steels and the decision of the Delhi High Court in Rajasthan Breweries. 35. As pointed out by me in paragraph 26, the law laid down in the various decisions of various courts including the Supreme Court, referred to in paragraphs 27 to 34, reiterate the fundamental principles enunciated in sections 14(1) and 41 of the Specific Relief Act, 1963 and the principles on which an application under section 9 has to be considered. But unfortunately for the respondent, the applicant relies upon section 10, to which no reference appears to have been made in any of the decision cited by the learned Senior counsel for the respondent. But unfortunately for the respondent, the applicant relies upon section 10, to which no reference appears to have been made in any of the decision cited by the learned Senior counsel for the respondent. Therefore, it is my duty to refer to section 10 and find out if the above principles would still be applicable or not. 36. I have already extracted section 10, But before delving deep into section 10, it is necessary to have a look at the broad scheme of the Specific Relief Act, 1963. 37. It is seen from the scheme of the Specific Relief Act, 1963, that the Act is divided into 3 parts, the first containing the preliminaries, the second dealing with specific relief and the third dealing with preventive relief. Part II which deals with specific relief is divided into 6 chapters dealing respectively with (i) recovery of possession of property (ii) specific performance of contracts (iii) rectification of instruments (iv) rescission of contract (v) cancellation of instruments and (vi) declaratory decreed. Part IIII is divided into two chapters, the first dealing with injunctions of general nature and the second dealing specifically with perpetual injunctions. 38. Chapter II of Part II, contains about 17 provisions (from Sections 9 to 25), which are grouped under 6 sub headings. Sections 10 to 13 are grouped under the sub heading “Contracts which can be specifically enforced” and section 14 is placed all alone under a separate sub heading “Contracts which cannot be specifically enforced.” 39. Section 10 makes a contract specifically enforceable, if anyone of the two conditions is satisfied viz., (i) when there is no standard available for ascertaining the actual damage caused by the non-performance or (ii) when the act agreed to be done is such that compensation in money for its non-performance would not afford adequate relief. 40. A careful look at section 10 would show that it starts with the rider “except as otherwise provided in this Chapter”. Section 14 is in the same Chapter II, as section 10 is. Section 14(1)(a) declares that a contract, for the non-performance of which, compensation in money is an adequate relief, cannot be specifically enforced. 41. Therefore, if we do not take section 10 as an execution to Section 14(1) (a), the very rule contained in Section 10 would become redundant and otiose. Section 14(1)(a) declares that a contract, for the non-performance of which, compensation in money is an adequate relief, cannot be specifically enforced. 41. Therefore, if we do not take section 10 as an execution to Section 14(1) (a), the very rule contained in Section 10 would become redundant and otiose. While section 10(a) deals with cases where there is no standard available for ascertaining the damage caused due to the non-performance, section 10(b) speaks about cases where compensation for non-performance would not be adequate relief. Actually, what is expressed in section 14(1)(a), is nothing but a positive expression of what is contained in Section 10(b) in negative covenant. Therefore, if what is contained in section 10 is taken to be controlled by the rider “except as otherwise provided in this Chapter”, both the exceptions contained in section 10 would be controlled by section 14(1)(a). If this absurd consequence is to be avoided, clauses (a) and (b) of Section 10 may have to be read virtually as the provisos to the general mandate contained in Section 14(1)(a). 42. Keeping the above fundamental aspects in mind, let us now look at the Explanation to Section 10. Apart from carving out two exceptions to the general rule contained in section 14(1)(a), section 10 also raises tow presumptions in law, one with respect to a contract for transfer of immovable property and another with respect to a contract for transfer of movable property. 43. It is interesting to note that a suit for specific performance of a contract for the sale of immovable property, cannot be thrown out at the threshold, simply on the basis of section 14(1)(a), by contending that the award of compensation in money would be an adequate relief. This is solely due to Explanation (i) under section 10. If section 10 is taken is to be controlled by section 14, by virtue of the rider “except as otherwise provided in this chapter”, then every suit for specific performance of an agreement of sale of an immovable property, can be defeated even without any enquiry, on the ground that the breach of such contract can always be compensated in terms of money. But this does not happen, because of Explanation (i) to section 10. But this does not happen, because of Explanation (i) to section 10. Therefore, in every suit of such a nature, a presumption is raised in favour of the plaintiff in the first instance and it is left to the parties to prove the contrary and rebut the presumption in the course of hearing. 44. Explanation (ii) to section 10 lists out various circumstances in which a person cannot be relieved of his obligations arising under a contract to transfer movable property. They are:- (i) Where the property is not an ordinary article of commerce; or (ii) Where the property is of special value of interest to the plaintiff; or (iii) Where the property consists of goods which are not easily obtainable in the market; or (iv) Where the property is held by the defendant as the agent or trustee of the plaintiff. 45. A careful scrutiny of the Explanation to Section 10 would show that there are quite a few distinctions between the presumption raised therein in respect of a contract for sale of immovable property and the presumption raised in respect of a contract for sale of movable property. They are:- (a) The presumption under Explanation (i) apples without exception, to all types of contracts for transfer of immovable property. But the presumption under Explanation (ii) is restricted in its application, only to the 4 types of contracts for sale of movable properties, which I have extracted in the preceding paragraphs. (b) The presumption under Explanation (i) is confined solely to the question as to whether compensation in money, is an adequate relief or not. Therefore, Explanation (i) under section 10 is actually antithetic to Section 14(1)(a), since both of them talk about adequacy of relief in the form of monetary compensation. On the other hand, the presumption under Explanation (ii) to section 10, does not appear to be restricted in its application to section 14(b)(a) alone. Since Explanation (ii) carves out 4 exceptions without specific reference to adequacy of monetary compensation, these exceptions would appear to hold good, in relation to all the 4 rules contained in section 14(1). 46. Therefore, it is clear that if a contract for sale of movable property falls within the 4 exceptions indicated in Explanation (ii) under section 10, a presumption arises that the breach of such a contract cannot be compensated adequately in terms of money. 46. Therefore, it is clear that if a contract for sale of movable property falls within the 4 exceptions indicated in Explanation (ii) under section 10, a presumption arises that the breach of such a contract cannot be compensated adequately in terms of money. This presumption is no doubt rebuttable, in view of the expression “unless and until the contrary is proved”, with which the very explanation under section 10 begins. Therefore, it a person comes to Court, complaining of a breach of a contract to transfer movable property, with prima facie evidence to show that his contract falls within the 4 exceptions under Explanation (ii) to section 10, then he will be entitled to the benefit of the presumption. The defendant will be able to rebut the presumption only in the course of trial, since he is obliged to prove the contrary, as per the Explanation. Consequently, the plaintiff will be entitled to an interim order, till the contrary is proved by the defendant in the course of trial. 47. That takes us to the next question as to what are the cases that the Courts have so far considered to have arisen under the 4 exceptions listed out in Explanation (ii) to section 10. There appears to be only few cases and let us have a look at them. 48. In Jainarain Ram Lunadia vs. Surajmull Sagarmull, the Federal Court pointed out that by virtue of Illustration (iii) under clause (c) of section 12 of the Specific Relief Act, 1877 (old Act), a contract for sale of shares of a limited company, which are limited in number and which are not ordinarily available in the market, can be specifically enforced. 49. In The Bank of India Ltd vs. Jamsetji A.H.Chinoy {AIR 1950 PC 90}, a suit for specific performance of an agreement for the sale of the shares of the defendants in a company was dismissed by the Trial Court but decreed by the High Court of Bombay. On appeal to the Privy Council, the Privy Council concurred with the Division bench of the Bombay High Court that in respect of a contract of such nature where the shares of that company had only a limited market and are not available freely, damages would not be an adequate relief. Therefore, the court held that the contract is specifically enforceable. 50. Therefore, the court held that the contract is specifically enforceable. 50. Way back in 1924, a learned judge of this Court held in K.S.Krishna Aiyar vs. Nynadikkam Pillai {Air 1924 Mad. 801}, that “there is no invariable rule that in cases relating to movable property, damages only should be given”. 51. In Maheswari & Co. Pvt. Ltd. Vs. The Corporation of Calcutta {Air 1975Calcutta 165}, Sabyaschi Mukharji, J., as he then was, pointed out that Explanation (ii) to Section 10 would apply only to the case of a purchaser and that the Explanation covers rare things which could not be produced or manufactured even at the specification or at the behest of the party in question. In fact, in the said case, the purchaser sought an injunction on the ground that he had manufactured products to the specification of the respondent and that hose products could not be sold to others. 52. In a first appeal arising out of the dismissal of a suit for specific performance, a Division Bench of the Allahabad High Court held in Tej Singh vs. State of U.P. {AIR 1981 All.103}, that a plaintiff seeking specific performance by relying upon the Explanation to section 10 should satisfy the conditions laid down therein. In that case, the Division Bench of the Allahabad High Court fund, on facts, that waste coal ash was available at the Thermal Power Stations and Railway Stations and hence no decree could be granted in the absence of any evidence to show that the coal ash was of special value to him or that it was not easily available in the market. 53. But, interestingly, a single judge of the Allahabad High Court held in U.P. State Electricity Board vs. Ram Baral Prasad { AIR 1985 All. 265 }, that coal ash in a type of property which is not easily available in the market. Therefore, the learned judge held that it is something that would come within the meaning of the term “not an ordinary article of commerce” found in Explanation (ii) to section 10. Consequently, the learned judge came to the conclusion that the breach of a contract to transfer coal ash cannot be compensated in terms of money. 54. In Jabalpur Cable Network Pvt. Ltd. Vs. Consequently, the learned judge came to the conclusion that the breach of a contract to transfer coal ash cannot be compensated in terms of money. 54. In Jabalpur Cable Network Pvt. Ltd. Vs. E.S.P.N. Software India Pvt. Ltd. {AIR 1999 Mahya Pradesh 271}, a learned judge of the Madhya Pradesh High Court held that television signals were not ordinary articles of commerce and that they were of special value to the agreement purchaser and that they were goods not easily obtainable in the market. Therefore, the learned judge came to the conclusion that the contract is covered by Explanation (ii) under section 10 and that such a contract is in the nature of exception to Section 14(1)(c) of the Specific Relief Act, 1963. 55. In M.S.Mahusoodhanan vs. Keral Kaumudhi Pvt. Ltd. { AIR 2004 SC 909 }, the Supreme Court pointed out that agreements for transfer of shares in a Private Company, are specifically enforceable in view of section 10 of the Specific Relief Act, 1963. In paragraph 139, the Supreme Court summarized the position on the following lines: “139. Subject to this restriction a holder of shares in a private company may agree to sell his shares to a person of his choice. Such agreements are specifically enforceable under section 10 of the Specific Relief Act, 1963, which corresponds to section 12 of the Specific Relief Act, 1877. The section provides that specific performance of such contracts may be enforced when there exists no standard for ascertaining the actual damage caused by the non-performance of the act agreed to be done, or when the act agreed to be done is such that compensation in money for its non-performance would not afford adequate relief. In the case of a contract to transfer movable property, normally specific performance is not granted except in circumstances specified in the Explanation to section 10. One of the exceptions is where the property is “of special value or interest to the plaintiff, or consists of goods which are not easily obtainable in the market”. It has been held by a long line of authority that shares in a private limited company would come within the phrase “not easily obtainable in the market” {Sec. Jainarain Ram Lundla v. Surajmull Sagarmull and others {AIR (36) 1949 FC 211, 218]}. It has been held by a long line of authority that shares in a private limited company would come within the phrase “not easily obtainable in the market” {Sec. Jainarain Ram Lundla v. Surajmull Sagarmull and others {AIR (36) 1949 FC 211, 218]}. The privy council in the Bank of India Ltd., v. J.A.H.Chinoy (A.I.R. 1950 P.C. 90) said: “It is also the opinion of the board that, having regard to the nature of the company and the limited market for its shares, damages would not be an adequate remedy” specific performance of a contract for transfers of shares in a private limited company could be granted.” 56. Therefore, it is clear that If a contract for the sale of movable property falls within any one of the 4 exceptions listed in Explanation (ii)(a)&(b) under section 10, the court has to presume in the first instance that the breach of such a contract cannot be relieved. The presumption can be allowed to be rebutted, by the party committing breach. Keeping these principles in mind, let us go back to the facts of the case. 57. Admittedly, the respondent, which is a Government of India undertaking, enjoys monopoly rights in the matter of sale and supply of gas. The demand for their product, obviously far exceeds the supply. Therefore, the allotment of the gas produced by the respondent, to various parties, is admittedly made by the Central Government and even the price is fixed by the Central Government. The price so fixed is known as “Administered Price Mechanism” rate. The applicant which is a proprietary concern, was allotted 3000 standard cubic meters of gas per day, by the Government of India and all the agreements entered into between the applicant and the respondent from the year 1994, are only in furtherance of such allotment by the Government of India. 58. In the above background of facts we have to see whether the property agreed to be supplied by the respondent to the applicant is (i) either not an ordinary article of commerce (ii) or is special value or interest to the applicant (iii) or is not easily obtainable in the market, so as to fall within – clause (a) of Explanation (ii) under section 10. Sub clause (b) will not arise in the case on hand. 59. Sub clause (b) will not arise in the case on hand. 59. The fact that the gas supplied by the respondent is not an ordinary article of commerce and that it is not easily obtainable in the market, is born out by circumstantial evidence. Apart from the fact that the very allotment as well as the quantity of gas to be supplied by the respondent to the applicant, is determined by the Government of India, there are certain clauses in the agreements which throw light upon the question as to whether the contract is of a special nature or not. 60. Under Article 2.2 of the agreement dated 4.07.2006, the contract was to be in force upto 31.12.2010 unless extended as per Article 3 or terminated as per Article 16. Article 3 which speaks about the “Extension of period of contract” has already been extracted by me in one of the preceding paragraphs. As per this Article 3, any one of the parties to the contract can decide to extend the contract. If one party so decides, he can give notice of its intention to the other party, at least 6 months before the expiry of the contract. From the way in which article 3 is worded, it appears that once one of the parties takes a decision to extend the contract, the other party has no option except to agree to the extension, subject however to such terms and conditions as may be mutually agreed upon. In other words, Article 3 empowers one of the parties to the contract to force a renewal or extension, upon the other. In such an event, the only option available to the other party is to ask for fresh terms and conditions, but no to reject for extension. 61. Under Article 5.2, the buyer has an obligation to life a fixed percentage of quantity or to pay for it. In other words, the respondent has a right under Article 5.2 to seek specific performance of the obligations on the part of the applicant to lift a specified quantity or to pay for its value irrespective of whether it is lifted or not. 62. Just as the clause dealing with “extension of the contract” is peculiarly worded, the clause relating to termination, found in Article 16 is also peculiarly worded. 62. Just as the clause dealing with “extension of the contract” is peculiarly worded, the clause relating to termination, found in Article 16 is also peculiarly worded. This clause provides for termination only under two contingencies viz., (i) by the mutual consent of parties or (ii) by the respondent, on the ground of any act of commission or omission, in breach of Article 17. In other words, the contract does not contain a clause for its termination by one party issuing a notice of a specified duration to the other, without attributing any reasons. To put it differently, the contract does not envisage its termination simpliciter. 63. Therefore, it is clear that the product agreed to be sold by the respondent to the applicant is not an ordinary article of commerce, but is of special value or interest to the applicant. It is not easily obtainable in the market across the counter. Therefore, a prima facie case is made out by the applicant, to the effect that their case falls within the parameters of explanation (ii)(a) under section 10 of the Specific Relief Act, 1963. Consequently, a presumption arises in favour of the applicant that the respondent cannot be relieved from a breach of such a contract. This presumption can be rebutted by the respondent only in the course of arbitration proceedings. 64. Once it is found that the applicant is entitled to a presumption in terms of Explanation (ii), there is no escape from the conclusion that the case would not fall under section 14(1)(a). Consequently, the bar under section 41(e) will not apply. 65. Coming to section 14(1)(c), I do not think that the case would be covered even by this provision. As I have pointed out earlier, this contract is not so easily determinable, as seen from Article 16. I have already extracted the said Article. As per the Article, the contract can be terminated only by mutual consent or by the respondent for a breach of Article 17. Both contingencies have not happened. 66. It is true that as a matter of general principle, every contract is determinable. I cannot conceive of a contract in this world, especially of a commercial nature, which is not determinable. But if such a broad principle is adopted, no contract can be specifically enforced, as section 14(1)(c) will then be of unlversal application. 66. It is true that as a matter of general principle, every contract is determinable. I cannot conceive of a contract in this world, especially of a commercial nature, which is not determinable. But if such a broad principle is adopted, no contract can be specifically enforced, as section 14(1)(c) will then be of unlversal application. Therefore, the principles enunciated in section 14(1)(c) may have to be tested in every case with reference to the clause relating to termination contained in the contracts. If so done, the case on hand will not be covered by section 14(1)(c), in view of Article 16. 67. On the question of adequate of compensation in terms of money, it is argued by Mr.M.Ajmalkhan, learned Senior Counsel appearing for the respondent that if the applicant succeeds in the arbitration proceedings, he can always get damages and that such compensation in terms of money will be adequate. 68. But I am not attracted by the said argument. Today we are living in a world and at a time, when people believe that everything can be compensated in terms of money. Even human relationships are commercialized and the very basis of motor accident claims compensation is that even the loss of human lives could be compensated in terms of money. If viewed in this perspective, it can be contended by anyone that the breach of every contract can be compensated in terms of money. But that is not the test to be applied in cases of this nature. 69. I am constrained to take note of two important factors, in addition to what is stated above. The agreement dated 27.12.1997, which was in force from 01.01.1998 upto 31.12.2002, contained a clause for arbitration in Article 13. But the agreement dated 04.07.2006 which was put into effect from 01.04.2006, for a period of just less than 5 years upto 31.12.2010, did not contain a clause for arbitration. On the contrary, it contained a clause under Article 15 for resolution of disputes only through courts of law. 70. However, the agreement dated 04.07.2006 underwent 4 amendments, respectively on 28.04.2007, 28.08.2007, 25.03.2008 and 10.03.2009. By the last amendment dated 10.03.2009, a new Article 15 was substituted in the place of the existing one in the agreement dated 04.07.2006. On the contrary, it contained a clause under Article 15 for resolution of disputes only through courts of law. 70. However, the agreement dated 04.07.2006 underwent 4 amendments, respectively on 28.04.2007, 28.08.2007, 25.03.2008 and 10.03.2009. By the last amendment dated 10.03.2009, a new Article 15 was substituted in the place of the existing one in the agreement dated 04.07.2006. By this new Article 15, all disputes are to be referred to a sole Arbitrator, if the buyer is a person other than a Government Company or Central Government undertaking or department. This sole Arbitrator is to be selected by the buyer falls to choose one among the 3, the right of choice is forfeited for the buyer and the respondent would have the absolute discretion to appoint anyone. 71. It was stated by Mr.P.S.Raman, learned Senior Counsel for the applicant, that the applicant requested the respondent at least to name an Arbitrator. But the respondent has failed to suggest a panel of 3 persons from among whom one could have been chosen by the applicant. This attitude on the part of the respondent shows that they are not even interested in an early resolution of the dispute through arbitration. 72. It is of interest to note that the amendment introduced on 10.03.2009 also contains a very peculiar provision in Article 15.2. It reads as follows:- “15.2. Continue Performance: While any Dispute under this agreement is pending, for settlement before the Arbitration, the parties shall continue to perform all of their respective obligations under the agreement without prejudice to the final determination in accordance with the provisions under this Article 15.” 73. The above clause specifically inserted by way of amendment on 10.03.2009, makes it clear that the parties understood the contract to be of a very special nature, whose performance cannot be stopped during the pendency of the arbitration proceedings. It must be remembered that this clause was not inserted at the instance of the applicant. It was obviously inserted at the instance of the respondent. Therefore, it is not open to the respondent today, to search for, in the provisions of the Specific Relief Act, 1963, a way out of clause 15.2. 74. The endeavour of a Court, dealing with any matter arising under the Arbitration and Conciliation Act, 1996, should be to respect “Party autonomy”. Therefore, it is not open to the respondent today, to search for, in the provisions of the Specific Relief Act, 1963, a way out of clause 15.2. 74. The endeavour of a Court, dealing with any matter arising under the Arbitration and Conciliation Act, 1996, should be to respect “Party autonomy”. This is why the Supreme Court has repeatedly cautioned that the interference of Courts, in matters arising under the Arbitration and Conciliation Act, 1996 on interpretation of contracts, should be kept to the minimum. The foundation for this principle is the respect for party autonomy. Once the parties had decided under Article 15.2 that both are obliged to perform their mutual obligations, during the pendency of arbitration, it is not open to this Court to annul the effect of such a contract, by invoking the provisions of the Specific Relief Act, 1963. 75. One more aspect of the matter is that the only reason why the respondent did not wish to extend the contract beyond 30.06.2012 was that the applicant wanted to merge with another company. This was perceived by the respondent to be a violation of Article 14.1(ii). But the respondent cannot put the blame at the doors of the applicant for this. It is admitted even by the respondent that the applicant made a request way back on 30.09.2003, seeking the permission of the respondent for merging the proprietary concern with a limited company. This request is kept pending for the past 10 years. If the respondent had rejected the request at the earliest point of time and in spite of the rejection, if the applicant had proceeded with the merger, the respondent could have invoked Article 16.2 and terminated the contract. But, the respondent did not do so. On the contrary, the respondent entered into a contract on 04.07.2006, with effect from 01.04.2006, even while keeping the request for transfer of allotment pending for 3 years at that time. While entering into a contract on 04.07.2006, the respondent did not thing fit either to accept or reject the request pending from 30.09.2013. Therefore, today the respondent cannot take advantage of their own wrong and try to outwit the applicant. 76. As I have pointed out earlier, the applicant has prima facie satisfied me that this contract would fall within the exceptions found in Explanation (ii) (b) under section 10 of the Specific Relief Act, 1963. Therefore, today the respondent cannot take advantage of their own wrong and try to outwit the applicant. 76. As I have pointed out earlier, the applicant has prima facie satisfied me that this contract would fall within the exceptions found in Explanation (ii) (b) under section 10 of the Specific Relief Act, 1963. Therefore, the non-renewal of the contract, is obviously contrary to Article 3 of the contract. The applicant is entitled to the continued performance of the contract during the pendency of arbitration, by virtue of Article 15.2. Therefore, the applicant has made out a prima facie case. 77. The balance of convenience is also in favoru of the applicant, since the refusal of an injunction would result in the closure of the applicant’s factory and I cannot ask the applicant and its workers to suffer this shut down till arbitrator’s over and reopen the factory after a success in the arbitration. In case, injunction is now granted and the applicant falls in the arbitration, the respondent would not have been put to any prejudice, as the respondent would have supplied the product for the price fixed by the Government and agreed under the contract. If injunction is not granted, the respondent will only be selling the gas for the same price, to another person to whom an allotment is made by the government. In other words, the respondent would be supplying the same product, at the same price, but to a different person than the applicant, if injunction is refused. Therefore, the balance of convenience is certainly in favour of the applicant. 78. The third parameter namely, irreparable loss and injury, is also satisfied by the applicant. If injunction is refused, especially in respect of a product which is of special value and interest to the applicant and which is not easily obtainable from the market, the applicant may have to close down its factory. Therefore, all the 3 parameters stipulated in order XXXIX, Rules 1 and 2 of the Code, are satisfied in this case. 79. In view of the above, O.A.No.483 of 2012 is allowed and the application in A.No.2623 of 2012 is dismissed.