Genova International Soccer Academy v Suranyi Holdings [2022] FCA 1580

Federal Court of Australia

Genova International Soccer Academy v Suranyi Holdings [2022] FCA 1580 File number(s): NSD 1372 of 2020

Judgment of: THAWLEY J

Date of judgment: 23 December 2022

Catchwords: CONTRACTS – breach of contract – failed business venture between applicant and first respondent to run youth soccer training camps in China – construction of contract – ascertainment of parties to the contract – whether contract contained a term that the first respondent "ensure" participants at camps paid fees –– whether contract contained a term that the first respondent was required to make "reasonable efforts" to arrange two further sets of soccer camps in the first year of the contract – applicant alleged the contract erroneously omitted a reference to 3 sets of camps in the first year – held that, even if rectification had been pleaded, there was no mistake – no breach of contract established CONSUMER LAW – misleading and deceptive conduct – where applicant paid upfront "Service Fee" to respondents for a number of matters including a five year exclusive arrangement pursuant to which the 'brand "GISS" or "Genova" would be promoted in China – whether the respondents represented the Service Fee would be recouped in the first year of contract – held that no such representation was made – held that respondents represented the Service Fee would more likely than not be recouped – held that there was a reasonable basis for making representation at the time it was made – in any event, the applicant did not enter into the contract because of the representation – whether first and second respondents represented they would promote '""GISS as the "central brand" of the business venture – whether first and second respondents represented GISS would become the "sole focus" of the business venture - respondents did promote applicant's brand as the "central brand" and this was the sole focus in the sense in which that representation was made– representations not misleading nor deceptive UNJUST ENRICHMENT – whether respondents were "unjustly enriched" by receiving the "Service Fee" under the contract – where applicant pleaded that it had not received any benefit under the contract – where applicant changed its case in opening submissions to an allegation that there was a total failure of a severable part of consideration – leave to amend not sought – whether vitiating factor existed in the form of a total failure of a severable part of the consideration – where contract was automatically terminated upon breach by the applicant or an associate of the applicant reaching an informal agreement for a third party to promote the GISS or Genova brand – where applicant had in any event abandoned any requirement for the first respondent to continue to perform the contract and failed to co-operate such that the first respondent could not properly perform its obligations under the contract – no total failure of a severable part of the consideration – application dismissed