Pizza Pan Group Pty Ltd v AKD Investments Pty Ltd [2023] NSWSC 125

Pizza Pan Group Pty Ltd v AKD Investments Pty Ltd [2023] NSWSC 125

The guarantee, given as a precondition to the grant of the franchise, constituted part of the benefit assigned to Pizza Pan under the assignment deed. Proper construction of the assignment deed in the commercial context and according to objective principles encompasses the continuing guarantee in favour of the assignee. The Local Court erred by not applying these principles and by failing to find that the guarantee was assigned. The matter regarding AKD's liability is to be remitted to the Local Court, and the assignment of guarantee is operative in favour of Pizza Pan against guarantors.

Jurisdiction
Australia
Judgment Date
22 February 2023
Procedural Posture
Appeal / Judgment After Hearing Appeal From Local Court
Outcome
Appeal upheld in part; issue of AKD's liability remitted to Local Court; guarantee found to be assigned to Pizza Pan; usual costs order to apply unless parties approach Court within 14 days.
Legal Topics
['assignment of Contract' 'franchise Agreements' 'guarantees' 'reinstatement of Dissolved Corporation']
['contract Law' 'corporations Law' 'civil Procedure'] ['assignment of Contract' 'franchise Agreements' 'guarantees' 'reinstatement of Dissolved Corporation']

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Procedural Posture

Appeal / Judgment After Hearing Appeal From Local Court

Legal Issues

  1. 1 ['Proper construction of the assignment deed regarding whether guarantee was assigned' 'Effect of assignment of franchise agreement on continuing guarantee' 'Reinstatement of AKD Investments Pty Ltd']

Ratio Decidendi

The guarantee, given as a precondition to the grant of the franchise, constituted part of the benefit assigned to Pizza Pan under the assignment deed. Proper construction of the assignment deed in the commercial context and according to objective principles encompasses the continuing guarantee in favour of the assignee. The Local Court erred by not applying these principles and by failing to find that the guarantee was assigned. The matter regarding AKD's liability is to be remitted to the Local Court, and the assignment of guarantee is operative in favour of Pizza Pan against guarantors.

Court Disposition

Appeal upheld in part; issue of AKD's liability remitted to Local Court; guarantee found to be assigned to Pizza Pan; usual costs order to apply unless parties approach Court within 14 days.

Orders

  • ['Parties shall file short minutes of order reflecting the conclusions reached.' 'In event of disagreement, parties to file short submissions on matters in issue within 14 days.' 'Order that the registration of AKD Investments Pty Ltd be reinstated pursuant to s 601AH(2) of the Corporations Act 2001 (Cth).' "Usual...