RPR Maintenance Pty Ltd v Marmax Investments Pty Ltd [2014] FCA 409

FEDERAL COURT OF AUSTRALIA

RPR Maintenance Pty Ltd v Marmax Investments Pty Ltd [2014] FCA 409 Citation: RPR Maintenance Pty Ltd v Marmax Investments Pty Ltd [2014] FCA 409

Parties: RPR MAINTENANCE PTY LTD ACN 003 610 231 v MARMAX INVESTMENTS PTY LTD ACN 001 147 511 and SPANLINE WEATHERSTRONG BUILDING SYSTEMS PTY LTD ACN 002 968 087

File number(s): NSD 804 of 2012

Judge(s): GRIFFITHS J

Date of judgment: 29 April 2014 Corrigendum: 22 May 2014

Catchwords: TRADE AND COMMERCE – restraint of trade – reasonableness of restraint in the context of franchise agreements – duration of restraint CONTRACTS – alleged breaches of express and implied terms – interpretation of multiple agreements relating to franchises and sale of business – scope of clauses imposing obligations on a franchisor to ensure franchisee's exclusive franchise territory – whether exclusivity provisions breached by franchisor – scope of clauses restricting franchisees from conducting franchise in each other's exclusive territory in sub-franchise and sale of business agreements – whether exclusive territory provisions breached by franchisees –whether exercise of option under franchise agreement valid – whether franchise agreement terminated effectively – whether sub-franchise agreement terminated on entry into direct franchise agreement – whether franchisor unreasonably withheld consent to franchisee transferring franchise business – effect of purported unilateral variations to franchise agreements – whether agreements contained implied terms of good faith and fair dealing – whether agreements contained implied term that parties will do all things necessary to provide the other party with benefit of the agreement – whether implied terms breached CONSUMER LAW – unconscionability – whether unconscionable for franchisor to permit a franchisee to impinge on the exclusive territory of another franchisee where franchisor had obligations to ensure exclusive territory of each franchisee and where the franchisor knew this would result in the breach of another agreement between the franchisees EVIDENCE – parol evidence rule – exception where patent ambiguity in a contract – application of Codelfa Construction Pty Ltd v State Rail Authority of New South Wales (1982) 149 CLR 337 RELIEF – declaratory relief – specific performance – injunctive relief restraining reliance on improper termination notice – damages