Premetis v 260 Oxford Street Pty Ltd

In the case, the respondent entered into a contract with the appellant to purchase a business and its goodwill. The contract did not include an unregistered trade name, and the court was required to determine whether the respondents/lessees were granted a revocable licence to use the name. The court also needed to decide whether evidence of pre-contract negotiations on the use of the name was admissible and whether a restriction on the use of the name in a later lease was void as an attempt to assign future property or as an assignment of goodwill in gross. The appellant subsequently opened a business in the same premises under a registered business name. The respondents/lessees threatened to continue the business under the same name from premises 200 metres away. The court had to determine whether this amounted to passing off or misleading or deceptive conduct.

The court found that the unregistered trade name was not included in the contract, and there was no evidence of a collateral agreement to grant a revocable licence to use the name. Evidence of pre-contract negotiations on the use of the name was not admissible as it would contradict the written contract. The restriction on the use of the name in a later lease was not void as an attempt to assign future property, but it was void as an assignment of goodwill in gross. The court held that the respondents/lessees' threat to continue the business under the same name from premises 200 metres away did not amount to passing off or misleading or deceptive conduct.

The court found in favour of the appellant and ordered the respondents/lessees to cease using the unregistered trade name. The court also ordered the respondents/lessees to pay damages to the appellant for the loss of goodwill and reputation caused by their threats. The court held that the appellant had not breached any contract or committed any wrongdoing by opening a business in the same premises under a registered business name. The court further held that the respondents/lessees had no legal basis to continue the business under the same name from premises 200 metres away, and their threats amounted to harassment and intimidation.