Winkworth Franchising Ltd v Nicholas Goble

Winkworth Franchising Ltd v Nicholas Goble

The defendant's failure to provide accounts as required under clauses 14.11 and 14.12 constituted a material breach, entitling WFL to serve a counter notice under clause 18.3(a) and refuse extension of the franchise agreements. Estoppel by convention did not affect the outcome as no accounts were provided within the required timeframe. The obligation to produce rent receipts under clause 5.6(b) only applied to existing receipts, not to procuring proof if none existed, so this ground for refusal was rejected.

Parties
Claimant: Winkworth Franchising Ltd; Defendant: Nicholas Goble
Jurisdiction
England and Wales
Judgment Date
11 October 2024
Procedural Posture
Commercial / Summary Judgment Application
Outcome
summary judgment granted in part
Legal Topics
Franchise Agreements, Termination of Contract, Renewal Rights, Material Breach, Estoppel by Convention
Contract Law Commercial Law Franchise Agreements Termination of Contract Renewal Rights Material Breach Estoppel by Convention

Case Brief

Summary, issues, holding and outcome

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Parties

Winkworth Franchising Ltd

Claimant

Nicholas Goble

Defendant

Procedural Posture

Commercial / Summary Judgment Application

Legal Issues

  1. 1 Whether the claimant was entitled to refuse extension of franchise agreements under clause 18.3(a) for material breach
  2. 2 Whether 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 under clauses 14.11 and 14.12 constituted a material breach, entitling WFL to serve a counter notice under clause 18.3(a) and refuse extension of the franchise agreements. Estoppel by convention did not affect the outcome as no accounts were provided within the required timeframe. The obligation to produce rent receipts under clause 5.6(b) only applied to existing receipts, not to procuring proof if none existed, so this ground for refusal was rejected.

Court Disposition

summary judgment granted in part

Orders

  • Declaration that CN1 dated 17 March 2022 validly and effectively served to terminate the franchise agreements on 25 October 2022