Winkworth Franchising Ltd v Goble [2023] EWHC 2883 (Comm) (17 July 2023)

Winkworth Franchising Ltd v Goble [2023] EWHC 2883 (Comm) (17 July 2023)

The defendant's failure to provide accounts as required by clauses 14.11 and 14.12 constituted a material breach, entitling the claimant to serve a counter notice under clause 18.3(a) and refuse extension of the franchise agreements. The estoppel by convention did not apply because no accounts, audited or unaudited, were provided within the required time. The obligation to provide rent receipts under clause 5.6(b) did not require the defendant to procure documents that did not exist, so this ground for refusal failed.

Citation
[2023] EWHC 2883 (Comm)
Parties
Claimant: Winkworth Franchising Ltd; Defendant: Nicholas Goble
Jurisdiction
England and Wales
Judgment Date
17 July 2023
Procedural Posture
Commercial Court Summary Judgment Application / Summary Judgment Determination
Outcome
Summary judgment granted in part for the claimant
Legal Topics
Summary Judgment, Franchise Agreement Termination, Material Breach, Estoppel by Convention, Interpretation of Contractual Obligations
Contract Law Franchise Law Summary Judgment Franchise Agreement Termination Material Breach Estoppel by Convention Interpretation of Contractual Obligations

Case Brief

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Parties

Winkworth Franchising Ltd

Claimant

Nicholas Goble

Defendant

Procedural Posture

Commercial Court Summary Judgment Application / Summary Judgment Determination

Legal Issues

  1. 1 Whether the claimant was entitled to refuse extension of franchise agreements under clause 18.3(a) due to material breach by the defendant
  2. 2 Whether the defendant's failure to provide accounts constituted a material breach under clauses 14.11 and 14.12
  3. 3 Whether estoppel by convention prevented the claimant from relying on breach of clause 14.11

Ratio Decidendi

The defendant's failure to provide accounts as required by clauses 14.11 and 14.12 constituted a material breach, entitling the claimant to serve a counter notice under clause 18.3(a) and refuse extension of the franchise agreements. The estoppel by convention did not apply because no accounts, audited or unaudited, were provided within the required time. The obligation to provide rent receipts under clause 5.6(b) did not require the defendant to procure documents that did not exist, so this ground for refusal failed.

Court Disposition

Summary judgment granted in part for the claimant

Orders

  • Declaration that CN1 dated 17 March 2022 validly and effectively served to terminate the franchise agreements on 25 October 2022
  • Further submissions to be heard on the form of order and costs