260 Oxford Street Pty Ltd v Premetis

260 Oxford Street Pty Ltd (the appellant) and Premetis (the respondent) were parties to a dispute concerning the sale of a business. The central issue revolved around whether the name of the business was included in the sale of its goodwill, as stipulated in the sale agreement. The case was heard on appeal before Tobias and Basten JJA, and Young CJ in Eq.

The court was required to determine several legal issues. Firstly, it had to interpret the sale agreement to ascertain whether the business name passed with the sale of goodwill. This involved considering the parol evidence rule and whether any exceptions applied, particularly in light of the deletion of the business name from the written agreement, which the appellant argued created ambiguity. Secondly, the court had to assess whether the conduct of the business after the sale constituted misleading or deceptive conduct, or conduct likely to mislead or deceive, under section 52 of the *Trade Practices Act 1974* (Cth) and section 42 of the *Fair Trading Act 1987* (NSW), or amounted to passing off. Finally, the court considered the grounds of appeal, including whether the trial judge failed to provide adequate reasons for their decision.

The court reasoned that the deletion of the business name from the written agreement did not, in itself, create an ambiguity that would permit the admission of extrinsic evidence to vary the terms of the written contract. The agreement was found to be wholly in writing, and the deletion was interpreted as a clear indication that the business name was not part of the sale. Regarding the conduct after the sale, the court found no evidence of misleading or deceptive conduct or passing off. The appeal was dismissed with costs.