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Issues Involved:
1. Concluded Contract 2. Validity of Termination Letter 3. Specific Performance and Injunction 4. Allegations of Fraud and Misrepresentation 5. Adequacy of Damages 6. Balance of Convenience Issue-wise Detailed Analysis: 1. Concluded Contract: The court examined whether there was a concluded contract between the parties. It was determined that the parties had reached an agreement on essential terms, as evidenced by the Memorandum of Understanding dated 5.4.1994 and the Draft Agreement certified by the defendant. The court noted that the parties had acted upon these terms, indicating a clear intention to be bound by the agreement. The court rejected the defendant's argument that there was no concluded contract, emphasizing that the correspondence and conduct of the parties demonstrated mutual consent. 2. Validity of Termination Letter: The court scrutinized the termination letter dated 16.10.1995 issued by the defendant. It found that the letter was arbitrary, violated the terms and conditions of the contract, and was based on extraneous considerations. The court highlighted that the defendant had not previously communicated any dissatisfaction with the plaintiff's performance or demands. The termination was deemed unjustifiable, and the court concluded that the letter was prima facie void in law. 3. Specific Performance and Injunction: The court addressed the defendant's contention that the contract was not specifically enforceable under Section 14 of the Specific Relief Act, 1963. It was argued that the contract involved continuous duties requiring supervision. However, the court found that the plaintiff had demonstrated a substantial interest in the performance of the contract, which could not be adequately compensated by damages. The court granted an injunction restraining the defendant from acting on the termination letter and creating any hindrance in the plaintiff's operations. 4. Allegations of Fraud and Misrepresentation: The defendant alleged that the plaintiff had fraudulently induced it into negotiations and that the contract was void due to mutual mistake and misrepresentation. The court found no basis for these allegations, noting that the defendant's officers had considered all aspects of the matter and that there was no evidence of concealment or false suggestions by the plaintiff. 5. Adequacy of Damages: The court considered whether damages would be an adequate remedy for the plaintiff. It concluded that damages would not suffice, as the plaintiff had made significant investments and commitments based on the contract. The court emphasized that the plaintiff's loss could not be quantified in monetary terms, and specific performance was necessary to achieve complete justice. 6. Balance of Convenience: The court evaluated the balance of convenience, noting that the plaintiff had engaged several employees and made substantial preparations for the project. It found that the plaintiff would suffer irreparable harm if the injunction was not granted, while the defendant would not face significant prejudice. The court determined that the balance of convenience favored the plaintiff, justifying the grant of an injunction. Conclusion: The court granted an injunction restraining the defendant from enforcing the termination letter and interfering with the plaintiff's operations. It directed the defendant to render all necessary assistance to the plaintiff, including financial support, and emphasized the importance of fairness and adherence to contractual obligations. The court's decision was based on a thorough examination of the facts, correspondence, and conduct of the parties, underscoring the principles of contract law and equitable relief.
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