Eurest (Aust) Catering and Services Pty. Lt.d v Independent Foods Pty. Ltd.

Eurest (Aust) Catering and Services Pty Ltd brought an action against Independent Foods Pty Ltd alleging breach of contract and restraint of trade. The dispute arose from a sale of shares agreement between the parties, which included a clause prohibiting the purchaser from competing with Eurest in specified areas. Eurest claimed that Independent Foods breached the restraint of trade clause by tendering for business in a manner that was alleged to be in breach of the agreement.

The court was required to determine whether Independent Foods had breached the restraint of trade clause in the sale of shares agreement and whether the subsidiary of Independent Foods was acting as its agent when it tendered for the business. The court also had to decide whether the holding company and its subsidiary had tendered for the business jointly, which would constitute a breach of the agreement.

The court found that the subsidiary of Independent Foods had indeed breached the restraint of trade clause by tendering for the business. However, the court held that the holding company was not liable for the actions of its subsidiary as it was not acting as its agent or in a joint venture with it. The court further found that the holding company and its subsidiary had not tendered for the business jointly. Accordingly, the court held that Eurest was entitled to damages for the breach of contract.

The court ordered Independent Foods to pay Eurest damages in the sum of $1,200,000, together with interest and costs. The court also made an order that Independent Foods and its subsidiary refrain from engaging in any activities that would breach the restraint of trade clause in the future.