Miscela Ltd & Ors v Coffee Republic Retail Ltd [2011] EWHC 1637 (QB) (23 June 2011)

Miscela Ltd & Ors v Coffee Republic Retail Ltd [2011] EWHC 1637 (QB) (23 June 2011)

Clause 2.2 of the Franchise Agreement did not grant Miscela Limited any right of occupation of the premises, only the right to operate a Coffee Republic Deli subject to the terms of the agreement. CRFL could not grant property rights it did not possess, and any right of occupation was governed by the separate underlease with CRUK. The suggested implied terms were neither necessary nor consistent with the express terms of the Franchise Agreement and would improperly make CRFL liable for the actions of a separate company.

Citation
[2011] EWHC 1637 (QB)
Parties
Claimant/appellant: Miscela Limited; Claimant: Deepal Shehan Goonetillake; Claimant: Marcela Goonetillake; Defendant/respondent: Coffee Republic Retail Limited
Jurisdiction
England and Wales
Judgment Date
23 June 2011
Procedural Posture
Appeal / Judgment on Appeal Against Summary Judgment
Outcome
Appeal dismissed
Legal Topics
Interpretation of Franchise Agreements, Implied Terms, Summary Judgment, Corporate Structure and Liability
Contract Law Commercial Law Interpretation of Franchise Agreements Implied Terms Summary Judgment Corporate Structure and Liability

Case Brief

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Parties

Miscela Limited

Claimant/appellant

Deepal Shehan Goonetillake

Claimant

Marcela Goonetillake

Claimant

Coffee Republic Retail Limited

Defendant/respondent

Procedural Posture

Appeal / Judgment on Appeal Against Summary Judgment

Legal Issues

  1. 1 Whether clause 2.2 of the Franchise Agreement granted Miscela Limited a right of occupation of the premises
  2. 2 Whether terms should be implied into the Franchise Agreement to protect Miscela Limited from loss of occupation through no fault of its own

Ratio Decidendi

Clause 2.2 of the Franchise Agreement did not grant Miscela Limited any right of occupation of the premises, only the right to operate a Coffee Republic Deli subject to the terms of the agreement. CRFL could not grant property rights it did not possess, and any right of occupation was governed by the separate underlease with CRUK. The suggested implied terms were neither necessary nor consistent with the express terms of the Franchise Agreement and would improperly make CRFL liable for the actions of a separate company.

Court Disposition

Appeal dismissed

Orders

  • Appeal by Miscela Limited against summary judgment is dismissed
  • Master Eyre's judgment is affirmed