Total Spares & Supplies Ltd & Anor v Antares SRL & Ors [2004] EWHC 2626 (Ch) (16 November 2004)

Total Spares & Supplies Ltd & Anor v Antares SRL & Ors [2004] EWHC 2626 (Ch) (16 November 2004)

The court held that Limited was granted an exclusive franchise for the UK under the agreement. Srl's first notice of termination was not justified by the breaches alleged. Srl's conduct in appointing EPD and diverting business, following the first notice, amounted to a repudiatory breach. Limited affirmed the contract by seeking an injunction, but Srl's subsequent conduct and second notice of termination constituted a further repudiatory breach, which Limited accepted, entitling it to damages for loss of profits.

Citation
[2004] EWHC 2626 (Ch)
Parties
Claimant/part 20 Defendant: Total Spares & Supplies Limited; Claimant/part 20 Defendant: Antares Limited; Defendant/part 20 Claimant: Antares SRL; Defendant/part 20 Claimant: European Plumb Direct Limited; Defendant/part 20 Claimant: Barclays Bank PLC
Jurisdiction
England and Wales
Judgment Date
16 November 2004
Procedural Posture
Commercial/franchise Dispute / High Court Trial Judgment
Outcome
Judgment for the claimants (Limited); Srl liable for damages for wrongful termination.
Legal Topics
Franchise Agreement Termination, Repudiatory Breach, Exclusivity Clauses, Damages for Loss of Profits, Passing Off, Injunctions
Contract Law Commercial Law Franchise Law Franchise Agreement Termination Repudiatory Breach Exclusivity Clauses Damages for Loss of Profits Passing Off +1 more

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Parties

Total Spares & Supplies Limited

Claimant/part 20 Defendant

Antares Limited

Claimant/part 20 Defendant

Antares SRL

Defendant/part 20 Claimant

European Plumb Direct Limited

Defendant/part 20 Claimant

Barclays Bank PLC

Defendant/part 20 Claimant

Procedural Posture

Commercial/franchise Dispute / High Court Trial Judgment

Legal Issues

  1. 1 Whether Antares Limited committed breaches justifying termination of the franchise agreement by Antares SRL
  2. 2 Whether further breaches occurred justifying the second notice of termination
  3. 3 Whether Antares SRL's conduct amounted to repudiatory breach

Ratio Decidendi

The court held that Limited was granted an exclusive franchise for the UK under the agreement. Srl's first notice of termination was not justified by the breaches alleged. Srl's conduct in appointing EPD and diverting business, following the first notice, amounted to a repudiatory breach. Limited affirmed the contract by seeking an injunction, but Srl's subsequent conduct and second notice of termination constituted a further repudiatory breach, which Limited accepted, entitling it to damages for loss of profits.

Court Disposition

Judgment for the claimants (Limited); Srl liable for damages for wrongful termination.

Orders

  • Damages to be assessed for Limited's loss of profits resulting from termination of the franchise agreement.
  • No injunction granted against EPD or Barclays Bank PLC.