Palis Victoria Pty Ltd and Ors v Gelare International Pty Ltd and Ors (No.2)

In the proceeding before Judge Riley of the Supreme Court of Victoria, Palis Victoria Pty Ltd and others (the plaintiffs) brought claims against Gelare International Pty Ltd and others (the defendants). The dispute concerned allegations of misleading and deceptive conduct, breach of contract, and breach of fiduciary duty arising from a franchise agreement and related dealings.

The court was required to determine, among other things, whether the defendants had engaged in conduct that was misleading or deceptive in contravention of the *Trade Practices Act 1974* (Cth) (now the *Competition and Consumer Act 2010* (Cth)), whether they had breached express or implied terms of the franchise agreements, and whether they had breached fiduciary duties owed to the plaintiffs. The plaintiffs sought damages and other relief.

Judge Riley's reasoning involved a detailed examination of the evidence presented by both parties, including contractual documents, correspondence, and oral testimony. The court applied established principles of contract law, Australian consumer law regarding misleading and deceptive conduct, and the law of fiduciary duties. The assessment of misleading or deceptive conduct focused on whether the defendants' representations or omissions were likely to mislead or deceive a reasonable person in the position of the plaintiffs. Contractual breaches were assessed by comparing the parties' conduct against the express terms of the franchise agreements and implied terms, such as the duty of good faith. The existence and scope of any fiduciary duties were determined by the nature of the relationship between the parties.

The court ultimately found in favour of the plaintiffs on certain claims, ordering the defendants to pay damages and other relief. Specific findings were made regarding breaches of the *Trade Practices Act* and breaches of contract.