Brand2Content Pty Ltd t/as Franchise Works v Solar Australia Pty Ltd [2018] NSWSC 56

Brand2Content Pty Ltd t/as Franchise Works v Solar Australia Pty Ltd [2018] NSWSC 56

The SA Parties were not entitled to terminate the Second Agreement because the pleaded collateral agreements and representations were not made out, the alleged breaches of the First Agreement did not justify termination of the Second Agreement, and FW did not breach its utmost good faith obligations in the alleged respects. The parties did not agree to terminate the Second Agreement without compensation. The SA Parties repudiated the Second Agreement by making clear they would not continue to perform, sending a deed of settlement and release intended to bring the agreement to an end, and terminating Mr Dixon's access to computing systems needed for performance; FW accepted that...

Jurisdiction
Australia
Judgment Date
07 February 2018
Procedural Posture
Equity Commercial List Proceeding Involving Breach of Contract, Termination, Repudiation and Cross Claim / Principal Judgment After Hearing
Outcome
Judgment for the plaintiff in the sum of $771,611.11 and the cross-claim dismissed.
Legal Topics
['breach of Contract' 'termination' 'repudiation' 'innominate Terms' 'utmost Good Faith' 'collateral Contracts' 'misleading or Deceptive Conduct' 'expert Opinion Evidence' 'damages' 'loss of Chance']
['contracts' 'trade and Commerce' 'evidence' 'remedies'] ['breach of Contract' 'termination' 'repudiation' 'innominate Terms' 'utmost Good Faith' 'collateral Contracts' 'misleading or Deceptive Conduct' 'expert Opinion Evidence' 'damages' 'loss of Chance']

Case Brief

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Procedural Posture

Equity Commercial List Proceeding Involving Breach of Contract, Termination, Repudiation and Cross Claim / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether the SA Parties were entitled to terminate the Second Agreement for breaches of express terms, alleged collateral contracts or alleged representations.' 'Whether FW or Mr Dixon breached the obligation of utmost good faith in relation to sponsorship arrangements, Plutus Payroll, MusicOz, MV Solar or Stralis.' 'Whether alleged approval, exclusivity, territory and franchise fee representations or collateral agreements were made and breached.' 'Whether FW engaged in misleading or deceptive conduct in contravention of Australian Consumer Law s 18.' 'Whether the parties agreed at the 15 September 2016 meeting to terminate the Second Agreement without compensation.' 'Whether the SA Parties repudiated the Second Agreement and FW accepted that repudiation.' 'What damages FW was entitled to recover for lost monthly retainer fees, franchise commissions and royalties.']

Ratio Decidendi

The SA Parties were not entitled to terminate the Second Agreement because the pleaded collateral agreements and representations were not made out, the alleged breaches of the First Agreement did not justify termination of the Second Agreement, and FW did not breach its utmost good faith obligations in the alleged respects. The parties did not agree to terminate the Second Agreement without compensation. The SA Parties repudiated the Second Agreement by making clear they would not continue to perform, sending a deed of settlement and release intended to bring the agreement to an end, and terminating Mr Dixon's access to computing systems needed for performance; FW accepted that...

Court Disposition

Judgment for the plaintiff in the sum of $771,611.11 and the cross-claim dismissed.

Orders

  • ['Judgment for the plaintiff in the sum of $771,611.11.' 'The cross-claim be dismissed.' "Subject to order (4), the defendants pay the plaintiff's costs of the proceedings." 'If either party wishes to submit that some order in relation to costs other than order (3) should be made, they should notify my Associate and...