Meetfresh Franchising Pty Ltd v Ivanman Pty Ltd [2020] NSWCA 234

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Meetfresh Franchising Pty Ltd v Ivanman Pty Ltd [2020] NSWCA 234 Hearing dates: 30 July 2020 Date of orders: 25 September 2020 Decision date: 25 September 2020 Before: Bell P at [1]; Macfarlan JA at [2]; Meagher JA at [47] Decision: (1) Appeal allowed only to the extent of giving effect to the respondents' concession that $6,146.23 is payable by the respondents to the appellant. (2) Enter judgment for the appellant against the respondents for that amount. (3) Otherwise dismiss the appeal. (4) Order the appellant to pay the respondents' costs of the appeal. Catchwords: CONTRACTS – breach of contract – whether force majeure clause excused the appellant's breaches – appellant bore the onus of establishing the applicability of the clause – clause provided an exception to, rather than a qualification of, the appellant's promises CONTRACTS – damages – whether damages for wasted expenditure or reliance damages can only be awarded where it is impossible to quantify expectation damages – Amann Aviation 174 CLR 64 – Court may award reliance damages where the evidence does not establish any loss of profits – evidence not sufficient to discharge appellant's onus of proving it unlikely respondent would have earned sufficient revenue to cover its costs over the term of the contract CONTRACTS – cross-claim for breach of separate contract – whether two contracts were interdependent such that appellant precluded from recovering amounts due under one if it did not fulfil its obligations under the other – two sets of agreements inextricably linked Legislation Cited: Competition and Consumer Act 2010 (Cth), Sch 2 Cases Cited: Commonwealth v Amann Aviation Pty Ltd (1991) 174 CLR 64; [1991] HCA 54 Kodak (Australasia) Pty Ltd v Retail Traders Mutual Indemnity Insurance Association (1942) 42 SR (NSW) 231 McLennan v Insurance Australia Ltd [2014] NSWCA 300 Wallaby Grip Ltd v QBE Insurance (Australia) Ltd (2010) 240 CLR 444; [2010] HCA 9 Texts Cited: JD Heydon, Heydon on Contract (online ed, at 10 September 2020, Thomson Reuters) JW Carter, Carter's Breach of Contract (2nd ed, 2018, LexisNexis Butterworths) Williston, A Treatise on the Law of Contracts (rev ed 1936, Baker, Voorhis & Co) III Category: Principal judgment Parties: Meetfresh Franchising Pty Ltd (Appellant) Ivanman Pty Ltd (First Respondent) Yifan Wu (Second Respondent) Representation: Counsel: W R Chan (Appellant) N Hutley SC / R W Tregenza (Respondents)