Apple Computer Australia Pty Ltd v Mekrizis

Apple Computer Australia Pty Ltd has commenced proceedings against Mekrizis and others, seeking to enforce a guarantee provided by the defendants to secure a loan to a related entity. The defendants contend that the guarantee is void, arguing it is unjust under the Contracts Review Act 1980 (NSW) due to various factors including prejudicial conduct by the plaintiff and the impact of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Additionally, Mekrizis argues that agreements between the parties should be considered as franchise agreements, raising issues about disclosure duties under the Franchising Code of Conduct and potential misleading or deceptive conduct under the Trade Practices Act 1974 (Cth).

The court was required to determine if the guarantee was unjust within the meaning of the Contracts Review Act 1980 (NSW). This involved assessing whether the guarantee constituted a substantive or procedural injustice, and if so, whether the defendants were entitled to a reduction in the guaranteed amount due to receipts from other guarantors, alleged prejudicial conduct by the plaintiff, or the impact of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Furthermore, the court had to examine whether the agreements between the parties qualified as franchise agreements under the Franchising Code of Conduct and if there were any breaches of disclosure duties. Lastly, the court needed to decide if the plaintiff made any misleading or deceptive representations that led to the defendants entering into the agreements.

The court found that the guarantee was not unjust and thus enforceable. It held that the defendants were not entitled to a reduction in the guaranteed amount due to the reasons they cited, including the alleged prejudicial conduct and the impact of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Additionally, the court determined that the agreements were not franchise agreements under the Franchising Code of Conduct, and therefore, there were no disclosure duties breached. The court also concluded that the plaintiff did not make any misleading or deceptive representations, and the defendants did not rely on any such representations to enter into the agreements.

The court ordered Mekrizis to pay the amounts guaranteed under the guarantee, along with interest and costs. The other defendants were ordered to pay their respective amounts guaranteed, also with interest and costs. The court dismissed Mekrizis's counterclaims and any other relief sought by the defendants.