29 May 2007
GATEHOUSE V MIDDLETON AND ANOR HC HAM CIV 2006-419-808
- Citation
- openlaw-2a45add5_d298_4b13_a95a_84a6d72f1d3d.pdf
- Court
- High Court
An obligation by the franchisor to pass on RFQs to the operator is properly implied into the franchise agreement on the facts (meets BP Refinery/Chitty tests); clause 88 did not unambiguously exclude that implied term given absence of the operations manual and ambiguity; the breach of that implied obligation substantially deprived the operators of the contract's benefit (essential term) entitling them to cancel; and the operators did not affirm the contract because they lacked full knowledge of the extent of the breaches.