Mac Developments (Gold Coast) Pty Ltd v Rams Financial Group Pty Ltd - [2010] QSC 477

SUPREME COURT OF QUEENSLAND

CITATION:

Mac Developments (Gold Coast) P/L v Rams Financial Group P/L [2010] QSC 477

PARTIES:

MAC DEVELOPMENTS (GOLD COAST) PTY LTD ACN 113 098 276
(plaintiff)
v
RAMS FINANCIAL GROUP PTY LTD
ACN 105 207 538
(respondent)

FILE NO/S:

BS1224/09

DIVISION:

Trial Division

PROCEEDING:

Determination of preliminary questions

ORIGINATING COURT:

Supreme Court, Brisbane

DELIVERED ON:

17 December 2010

DELIVERED AT:

Brisbane

HEARING DATES:

5 and 6 August 2010

JUDGE:

Margaret Wilson J

ORDER:

The questions ordered to be determined prior to trial are answered as follows:

(a)      Is the Settlement Deed referred to in the defence and counter-claim valid and binding as between the entities nominated as parties to the deed?

Yes.

(b)      If the Deed of Settlement is valid and binding as between the entities nominated as parties to the deed:

(i)       has the plaintiff, by clause 9 of the Settlement Deed, released the defendant, in whole or in part, from the claims made by the plaintiff in these proceedings?

Yes.

(ii)       if the plaintiff has released the defendant from any or some of the claims made in these proceedings which claims have been released and to what extent?

All of the claims have been wholly released.  All of the claims have been wholly released.

(iii)      has the plaintiff breached clause 10 of the deed by bringing these proceedings?

Yes.

The court orders:

1. That the claim be dismissed; and

2. That the plaintiff pay the defendant’s costs of and incidental to the proceeding, including the counterclaim, and including reserved costs, if any, to be assessed on the indemnity basis.

CATCHWORDS:

CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – OTHER MATTERS – where plaintiff franchisee and defendant franchisor parties to a franchise agreement – where disputes between plaintiff and defendant – where parties entered into deed of settlement – where plaintiff argues defendant failed to refer and allocate customers and provide customer information – whether plaintiff argues defendant breached franchise agreement – whether plaintiff’s claims precluded by deed of settlement – whether plaintiff released defendant from claims

Equity Act 1862 (Qld), s 62

Trade Practices (Industry Codes – Franchising) Regulations 1998 (Cth), clause 29(1)

Bank of Credit and Commerce International SA (in liq) v Ali [2002] 1 AC 251, cited
Elderslie Property Investments No 2 Pty Ltd v Dunn [2008] QCA 158, cited
Federal Commissioner of Taxation v Taylor (1929) 42 CLR 80, cited
Fraser v The Irish Restaurant & Bar Company Pty Ltd [2008] QCA 270, cited
Grant v John Grant & Sons Pty Ltd (1954) 91 CLR 112, considered
JLF Corporation Pty Ltd v Mount Petrie Developments Pty Ltd [2004] 2 QdR 267, cited
Qantas Airways Ltd v Gubbins (1992) 28 NSWLR 26
R & J Lyons Family Settlement Pty Ltd v 155 Macquarie Street Pty Ltd [2006] NSWCA 177, cited
Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd (2004) 219 CLR 165, cited

West Wake Price and Co v Ching [1957]…

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.

Keep reading for free

Create a free CaseChat account to read Mac Developments (Gold Coast) Pty Ltd v Rams Financial Group... and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2010] QSC 477
Decision Date: 17 December 2010

CaseChat Overview and Summary

Mac Developments (Gold Coast) Pty Ltd brought an action against Rams Financial Group Pty Ltd, seeking damages for breach of contract. The parties had previously entered into a franchise agreement, which was followed by a deed of settlement. The plaintiff claimed that the defendant failed to refer and allocate customers and provide customer information, which was a breach of the franchise agreement. The defendant argued that the plaintiff's claims were precluded by the deed of settlement and that the plaintiff had released the defendant from any claims.

The court had to decide whether the deed of settlement was valid and binding between the parties, and if it was, whether the plaintiff had released the defendant from the claims in the proceedings. The court also needed to determine if the plaintiff had breached the deed by bringing the proceedings. The court found that the deed of settlement was valid and binding, and that the plaintiff had released the defendant from all the claims in the proceedings. The court also found that the plaintiff had breached the deed by bringing the proceedings.

In conclusion, the court dismissed the claim and ordered the plaintiff to pay the defendant's costs of and incidental to the proceeding, including the counterclaim, and including reserved costs, if any, to be assessed on the indemnity basis. The court found that the plaintiff had wholly released the defendant from all the claims in the proceedings and that the plaintiff had breached the deed of settlement by bringing the proceedings.

Orders

Orders of the court

The questions ordered to be determined prior to trial are answered as follows:

(a) Is the Settlement Deed referred to in the defence and counter-claim valid and binding as between the entities nominated as parties to the deed?

Yes.

(b) If the Deed of Settlement is valid and binding as between the entities nominated as parties to the deed:

(i) has the plaintiff, by clause 9 of the Settlement Deed, released the defendant, in whole or in part, from the claims made by the plaintiff in these proceedings?

Yes.

(ii) if the plaintiff has released the defendant from any or some of the claims made in these proceedings which claims have been released and to what extent?

All of the claims have been wholly released. All of the claims have been wholly released.

(iii) has the plaintiff breached clause 10 of the deed by bringing these proceedings?

Yes.

The court orders:

1. That the claim be dismissed; and

2. That the plaintiff pay the defendant’s costs of and incidental to the proceeding, including the counterclaim, and including reserved costs, if any, to be assessed on the indemnity basis.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Mac Developments (Gold Coast) P/L v Rams Financial Group P/L [2010] QSC 477
PARTIES:	MAC DEVELOPMENTS (GOLD COAST) PTY LTD ACN 113 098 276 (plaintiff) v RAMS FINANCIAL GROUP PTY LTD ACN 105 207 538 (respondent)
FILE NO/S:	BS1224/09
DIVISION:	Trial Division
PROCEEDING:	Determination of preliminary questions
ORIGINATING COURT:	Supreme Court, Brisbane
DELIVERED ON:	17 December 2010
DELIVERED AT:	Brisbane
HEARING DATES:	5 and 6 August 2010
JUDGE:	Margaret Wilson J
ORDER:	The questions ordered to be determined prior to trial are answered as follows: (a) Is the Settlement Deed referred to in the defence and counter-claim valid and binding as between the entities nominated as parties to the deed? Yes. (b) If the Deed of Settlement is valid and binding as between the entities nominated as parties to the deed: (i) has the plaintiff, by clause 9 of the Settlement Deed, released the defendant, in whole or in part, from the claims made by the plaintiff in these proceedings? Yes. (ii) if the plaintiff has released the defendant from any or some of the claims made in these proceedings which claims have been released and to what extent? All of the claims have been wholly released. All of the claims have been wholly released. (iii) has the plaintiff breached clause 10 of the deed by bringing these proceedings? Yes. The court orders: 1. That the claim be dismissed; and 2. That the plaintiff pay the defendant’s costs of and incidental to the proceeding, including the counterclaim, and including reserved costs, if any, to be assessed on the indemnity basis.
CATCHWORDS:	CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – OTHER MATTERS – where plaintiff franchisee and defendant franchisor parties to a franchise agreement – where disputes between plaintiff and defendant – where parties entered into deed of settlement – where plaintiff argues defendant failed to refer and allocate customers and provide customer information – whether plaintiff argues defendant breached franchise agreement – whether plaintiff’s claims precluded by deed of settlement – whether plaintiff released defendant from claims Equity Act 1862 (Qld), s 62 Trade Practices (Industry Codes – Franchising) Regulations 1998 (Cth), clause 29(1) Bank of Credit and Commerce International SA (in liq) v Ali [2002] 1 AC 251, cited Elderslie Property Investments No 2 Pty Ltd v Dunn [2008] QCA 158, cited Federal Commissioner of Taxation v Taylor (1929) 42 CLR 80, cited Fraser v The Irish Restaurant & Bar Company Pty Ltd [2008] QCA 270, cited Grant v John Grant & Sons Pty Ltd (1954) 91 CLR 112, considered JLF Corporation Pty Ltd v Mount Petrie Developments Pty Ltd [2004] 2 QdR 267, cited Qantas Airways Ltd v Gubbins (1992) 28 NSWLR 26 R & J Lyons Family Settlement Pty Ltd v 155 Macquarie Street Pty Ltd [2006] NSWCA 177, cited Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd (2004) 219 CLR 165, cited West Wake Price and Co v Ching [1957]…