Paul Mitchell Systems (Australia) Pty Ltd v Paul Mitchell Systems PTE Ltd & Ors [1995] FCA 573

Paul Mitchell Systems (Australia) Pty Ltd v Paul Mitchell Systems PTE Ltd & Ors [1995] FCA 573

The Full Court upheld the trial judge's findings of fact, being primarily based on credibility and demeanour, and found no error that would justify appellate interference on those findings. The alleged representations of indefinite distributorship were found not to have been made, either initially or at the June 1990 meeting. The letter of 21 June 1990 did not vary the distributorship agreement to make it indefinite, but provided for automatic (but terminable) yearly renewal. Terms as pleaded by respondent for notification of company changes and a best endeavours clause were not implied, except as could be derived strictly from the express terms and not beyond what was necessary for...

Jurisdiction
Australia
Judgment Date
21 July 1995
Procedural Posture
Contract/trade Practices Appeal / Appeal From Decision of Single Federal Court Judge on Separate Questions
Outcome
Appeal allowed in part and otherwise dismissed
Legal Topics
['assessment of Witness Credibility' 'implied Contractual Terms' 'construction and Variation of Contracts' 'distributorship Agreements' 'duty of Cooperation' 'powers of Appellate Courts in Reviewing Findings of Fact' 'costs Orders in Litigation']
['contract Law' 'trade Practices'] ['assessment of Witness Credibility' 'implied Contractual Terms' 'construction and Variation of Contracts' 'distributorship Agreements' 'duty of Cooperation' 'powers of Appellate Courts in Reviewing Findings of Fact' 'costs Orders in Litigation']

Case Brief

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Procedural Posture

Contract/trade Practices Appeal / Appeal From Decision of Single Federal Court Judge on Separate Questions

Legal Issues

  1. 1 ['Whether the distribution agreement was varied by oral or written agreement in June 1990' 'Whether certain representations became terms of the agreement or a collateral agreement' 'Whether implied terms as pleaded existed in the contract' 'Assessment of credibility—extent to which appellate court may review first instance factual findings' 'Hearsay—admissibility and effect on outcome' 'Whether general contractual duty of co-operation or best endeavours term is to be implied']

Ratio Decidendi

The Full Court upheld the trial judge's findings of fact, being primarily based on credibility and demeanour, and found no error that would justify appellate interference on those findings. The alleged representations of indefinite distributorship were found not to have been made, either initially or at the June 1990 meeting. The letter of 21 June 1990 did not vary the distributorship agreement to make it indefinite, but provided for automatic (but terminable) yearly renewal. Terms as pleaded by respondent for notification of company changes and a best endeavours clause were not implied, except as could be derived strictly from the express terms and not beyond what was necessary for...

Court Disposition

Appeal allowed in part and otherwise dismissed

Orders

  • ['Substitute negative answers for questions 3 and 4 as specified (no implied terms as pleaded; agreement varied only by terms in letter of 21 June 1990)' 'Otherwise dismiss the appeal' "Appellant to pay two thirds of respondents' costs of the appeal" 'Parties have fourteen days leave to seek further consequential...