Dimmi v RestaurantDiary.com

The case of Dimmi v RestaurantDiary.com involved a dispute over the validity of the termination of exclusivity provisions in a contract between Dimmi and RestaurantDiary.com. The central issue was whether the termination was valid based on Dimmi's failure to meet agreed Key Performance Indicator (KPI) targets for four consecutive quarters. Specifically, the court had to determine if Dimmi met the Revenue KPI Target for the September 2015 quarter. This involved interpreting how revenue should be calculated, whether the cost of Dimmi Rewards should be offset against revenue figures or treated as a cost of sales, and whether the parties had a common assumption about revenue calculation.

The court found that the KPI targets were agreed upon with the understanding that Dimmi Rewards would be treated as a cost of sales. Therefore, the performance should be assessed using the same accounting basis as the targets were set. The court held that subsequent accounting advice indicating that this was erroneous did not change the agreed basis. As Dimmi met the Revenue KPI Target for the September 2015 quarter, the power to terminate the contract was not activated.

Consequently, the court ruled in favour of Dimmi, confirming that the termination of the exclusivity provisions was not valid. The court did not need to address the issue of estoppel as the main issue was resolved on the basis of contract interpretation and performance assessment.