Goodlen Pty Ltd v BP Australia Pty Ltd - [2004] NSWSC 646

CITATION: Goodlen Pty Ltd v BP Australia Pty Ltd [2004] NSWSC 646

HEARING DATE(S): 05/07/04, 06/07/04, 07/07/04, 08/07/04, 09/07/04, 16/07/04

JUDGMENT DATE:
3 August 2004

JUDGMENT OF: Gzell J

DECISION: Plaintiff refused relief. Declarations that notices had terminated the franchise agreements.

CATCHWORDS: STATUTES - Interpretation - The Petroleum Retail Marketing Franchise Act 1980 (Cth) - Plaintiff seeking declaration that notices of termination of franchise agreements had no effect - Whether clear days are required in a notice of termination - Whether the description of a statutory holding over under a franchise agreement was adequate - Whether a renewed agreement may be terminated for events preceding the renewal - Whether a notice must contain all facts relied upon or reference may be made to extraneous documents - Whether the notices contained sufficient particularity - Whether it was just and equitable to declare the notices to have terminated the franchise agreements

LEGISLATION CITED: Petroleum Retail Marketing Franchise Act 1980 (Cth)
Acts Interpretation Act 1901 (Cth)
Trade Practices Act 1974 (Cth)
Occupational Health and Safety Act 2000 (NSW)
Food Act 1989 (NSW)
Food Regulation 2001 (NSW)
Australia New Zealand Food Standards Code.
Occupational Health and Safety Regulation 2001

CASES CITED: Caltex Oil (Aust) Pty Ltd v Best (1990) 170 CLR 516
R T & M I Abela Pty Ltd v Esso Australia Ltd (1989) 89 ALR 485
Lester v Garland (1808) 15 Ves Jun 248 (33 ER 748)
Morton v Hampson [1962] VR 364
Armstrong v Great Southern Gold Mining Co NL (1911) 12 CLR 382
Associated Dominions Assurance Society Pty Ltd v Balmford (1950) 81 CLR 161
BP Australia Ltd v Carrige (1992) 109 FLR 236
Ward v Berndston (1889) 8 NZLR 21
Joseph Guljas v Caltex Oil (Australia) Pty Ltd, unreported, FCA, 13 May 1992
Scurr v Brisbane City Council (1973) 133 CLR 242
Anjac Pty Ltd v Caltex Oil (Australia) Pty Ltd (1985) 9 FCR 553
Serhan v Ampol Petroleum Ltd (1985) 58 ALR 347
Hudson v BP Australia Ltd, unreported, FCA, 23 September 1984
Skouloudis v Georges Jet Gas (Aust) Pty Ltd, unreported, FCA, 14 August 1987
Gerraty v McGavin (1914) 18 CLR 152
Rider v Ford [1923] 1 Ch 541
Trade Practices Commission v Tooth & Co Ltd (1979) 142 CLR 397
Ampol Ltd v Calaby Pty Ltd (1991) 30 FCR 426
Jones v Dunkel (1959) 101 CLR 298
Briginshaw v Briginshaw (1938) 60 CLR 336

PARTIES :
Goodlen Pty Ltd - Plaintiff
BP Australia Pty Ltd - Defendant

FILE NUMBER(S): SC 1331/04

COUNSEL: Mr G M McGrath - Plaintiff
Mr R M Smith SC/ Mr M A Jones - Defendant

SOLICITORS: Stojanovic Solicitors
Corrs Chambers Westgarth

IN THE SUPREME COURT
OF NEW SOUTH WALES
EQUITY DIVISION

GZELL J

TUESDAY 3 AUGUST 2004

1331/04 GOODLEN PTY LTD V BP AUSTRALIA PTY LTD

JUDGMENT

1 The plaintiff operated eight service stations under a renewed multi-site franchise agreement with the defendant. It operated a ninth site at Warwick Farm by way of holding over under the original multi-site franchise agreement.…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2004] NSWSC 646
Decision Date: 3 August 2004

CaseChat Overview and Summary

The case of Goodlen Pty Ltd v BP Australia Pty Ltd was heard by the Federal Court of Australia. Goodlen Pty Ltd, the plaintiff, sought a declaration that termination notices issued by BP Australia Pty Ltd, the defendant, under the Petroleum Retail Marketing Franchise Act 1980 (Cth) had no legal effect. The dispute centred around the validity of termination notices given to Goodlen, a franchisee, by BP Australia, the franchisor, and the subsequent holding over by Goodlen after the termination dates.

The court was required to decide several key issues. Firstly, whether the termination notices complied with the statutory requirement for clear days. Secondly, whether the description of the statutory holding over under the franchise agreement was adequate. Thirdly, whether the franchise agreements could be terminated for events occurring before the renewal of the agreements. Fourthly, whether the notices needed to include all facts relied upon or if reference to extraneous documents was sufficient. Lastly, whether the notices contained sufficient particularity and whether it was just and equitable to declare the notices to have terminated the franchise agreements.

The court found that the termination notices did not comply with the statutory requirement for clear days, and therefore, were invalid. Additionally, the description of the statutory holding over in the franchise agreement was deemed adequate. The court ruled that the franchise agreements could not be terminated for events preceding the renewal. It was also determined that while the notices did not need to include all facts relied upon, they must still contain sufficient particularity. Finally, the court found that it was just and equitable to declare the notices to have terminated the franchise agreements invalid.

As a result of the court's findings, the notices of termination were declared ineffective, and the franchise agreements remained in force. The court ordered that Goodlen Pty Ltd could continue operating under the terms of the franchise agreements.

Orders