A contractual provision in a barter trading scheme requiring a departing member to pay its negative trade balance in cash (after a 30-day trading-out period) is not a penalty, where the member received goods and services of substantial value, the operator has a genuine interest in maintaining the scheme's integrity, and precise pre-estimation of loss is impossible. The case also illustrates that where a termination right is exercisable with or without cause, the penalty doctrine only applies if termination was in fact for breach.
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