Ringrow Pty Ltd & Ors v BP Australia Pty Ltd - [2005] HCATrans 793

[2005] HCATrans 793

IN THE HIGH COURT OF AUSTRALIA

Office of the Registry
Sydney No S291 of 2005

B e t w e e n -
RINGROW PTY LTD
Appellant
and
BP AUSTRALIA PTY LTD
Respondent

Office of the Registry
Sydney No S292 of 2005

B e t w e e n -
ULTIMATE FUEL PTY LIMITED
Appellant
and
BP AUSTRALIA PTY LTD
Respondent

Office of the Registry
Sydney No S293 of 2005

B e t w e e n -
NADER-ONE PTY LIMITED
Appellant
and
BP AUSTRALIA PTY LTD
Respondent

GLEESON CJ
GUMMOW J
KIRBY J
HAYNE J
CALLINAN J
HEYDON J

TRANSCRIPT OF PROCEEDINGS

AT CANBERRA ON TUESDAY, 4 OCTOBER 2005, AT 10.17 AM

MR T.E.F. HUGHES, QC: May it please the Court, I appear with MR T.D.F. HUGHES for the appellants. (instructed by Stojanovic Solicitors)

MR B.W. WALKER, SC: May it please the Court, I appear with my learned friends, MR M. WALTON, SC and MR D.R. SIBTAIN, for the respondent in each matter. (instructed by Corrs Chambers Westgarth)

GLEESON CJ: Yes, Mr Hughes.

KIRBY J: Mr Hughes, could I just mention at the outset that my father worked for the respondent many years ago and he receives a tiny superannuation payment. I do not receive any benefits from it, but I thought I should put it on the record. I do not feel embarrassed.

MR HUGHES: I am obliged to your Honour, but that does not cause any difficulty whatsoever.

KIRBY J: Thank you.

MR HUGHES: Your Honours, the case for the appellants has been distilled as best we can in the 16 pages of written submissions. I had thought to travel through those submissions in detail, but on reflection that does not seem to be a very efficient use of time. Had I done that, I would have sought to correct some errata in those written submissions. We have taken the course, your Honours, of submitting to the Registry a handwritten list of corrigenda. I hope your Honours will forgive me for the fact that it is handwritten, but that seems to be the most efficient use of time.

GLEESON CJ: Thank you, Mr Hughes.

MR HUGHES: What I propose then to do is to summarise the salient issues in this appeal. Your Honours, to determine whether a contractual stipulation purporting to operate in the event of termination of a contract for breach is penal, one must, in our submission, ask whether it is designed to operate as a deterrent against breach otherwise than by way of imposing a liability for damages including liquidated damages, or otherwise than by imposing a liability precautional to the breach to transfer property to the injured party in satisfaction of the breach. Those points we seek to make in paragraphs 15 and 24 of our written submissions.

KIRBY J: I was curious why the word “deterrent” was embraced by you because, in a sense, any economic cost, though not…

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: [2005] HCATrans 793
Decision Date

CaseChat Overview and Summary

Ringrow Pty Ltd and others (the appellants) brought proceedings against BP Australia Pty Ltd (the respondent) concerning alleged breaches of contract and misleading or deceptive conduct. The dispute arose from a franchise agreement and related dealings between the parties. The case was heard by the High Court of Australia.

The High Court was required to determine, among other things, whether the respondent 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)), and whether certain contractual terms were valid and enforceable. A key issue was the interpretation of the franchise agreement and the nature of the representations made by the respondent to the appellants.

The Court considered the principles of contractual interpretation and the requirements for establishing misleading or deceptive conduct. It analysed the evidence presented to determine whether the respondent's conduct had the capacity to mislead or deceive a reasonable member of the class to which the appellants belonged. The Court also examined the concept of causation in relation to the alleged breaches and the remedies sought by the appellants.

The High Court ultimately found in favour of the respondent, dismissing the appellants' claims. The Court held that the respondent's conduct did not amount to misleading or deceptive conduct under the relevant legislation and that the appellants had not established breaches of contract. Consequently, the appeal was dismissed.

Orders