JUDGMENT
Vijender Jain, Acting C.J.
1. On 13.10.2006 we heard this matter at length and at that time we had recorded the statement of counsel for the parties. Today it has been contended before us by the appellant that from the perusal of Clause 42 of the Contract, it seems that the clause does not envisage termination of contract within a period of five years from 20th January, 2005 to 19th January, 2010. Clause 42 is as under:
It is hereby agreed by and between the parties that this agreement shall remain in force for a period of five years from 20.01.2005 to 19.01.2010 and can be extended keeping in view for operation/financial performance in favor of Delhi Transport Corporation. The Contract can be terminated by either party by giving 60 days written notice. If the Corporation is not satisfied by the performance of the owner or the owner violates the terms and condition of this agreement. The owner shall not be entitled to claim any compensation for premature termination by the Corporation as provided hereinabove. The period of contract shall be as provided in the ASRTU contract.
2. learned Counsel for the appellant has contended that the appellant has invested Rs. 2,40,00,000/- for purchasing four luxury Volvo buses and, therefore, the respondent must act inconsonance with the principle of natural justice. It has also been contended that the requirement of law is that a duty is cast on the respondent to act fairly, justly and reasonably even in contractual matters. In support of his contention, learned Counsel for the appellant placed reliance on Kumari Shrilekha Vidyarthi etc. v. State of UP and Ors. AIR 1991 SC 537. On the other hand, counsel for the respondent has contended that before Clause 42, Clause 41 envisages reference of matter to arbitration and in any event of the matter the contract being not statutory in nature, the appellant’s case would not be amenable to the writ jurisdiction of this Court. In support of her contention, learned Counsel for the respondent has relied upon State of Jammu and Kashmir v. Ghulam Mohd. Dar and Anr. , National Textile Corporation and Ors. v. Haribox Swalram and Ors. and Kerala State Electricity Board and Anr. v. Kurien E. Kalathil and Ors. .
3. What has been contended by the learned Counsel for the respondent is that there was no fixed period of five years and, therefore, the word ‘The Contract can be terminated by either party by giving 60 days written notice’ has to be read separately thereby giving a power to the respondent to terminate the contract even before expiry of period of five years by either party by giving a notice of sixty days in writing. Even if we agree with the submission of the counsel for the respondent then what would be the effect of subsequent words in Clause 42 which are to the following effect:
If the Corporation is not satisfied by the performance of the owner or the owner violates the terms and condition of this agreement.’ According to the learned Counsel for the respondent this clause has to be read for the purposes of right of the appellant where contract has been terminated either in view of unsatisfactory performance of the appellant or violation of the terms and conditions of the contract and in such an eventuality the respondent has reserved its right not to pay any compensation for pre-mature termination.
4. We have gone through the order of termination. The order of termination does not give any reason with regard to any breach of the terms and conditions by the appellant or unsatisfactory performance by the appellant. The only reason for termination is discernible from the said order is non-financial viability of the respondent. The DTC has to act in a fair, just and reasonable manner to see that one clause of the contract can be taken out in isolation for the purposes of termination. This is not the correct way of reading of clause which requires contextual as well as harmonious construction in the matter of interpretation of clauses. Therefore, we are of the considered view that the matter requires consideration with regard to the interpretation of Clause 42. We admit the appeal and make the interim order absolute till the disposal of the appeal.