WEIR -v- HOYLEVANS PTY LTD [2001] WASCA 23
| SUPREME COURT OF WESTERN AUSTRALIA | Citation No: | [2001] WASCA 23 | |
| THE FULL COURT (WA) | |||
| Case No: | FUL:109/2000 | 12 DECEMBER 2000 | |
| Coram: | PIDGEON J WALLWORK J STEYTLER J | 12/02/01 | |
| 22 | Judgment Part: | 1 of 1 | |
| Result: | Appeal dismissed save for Order 3 of the orders made by the learned trial Judge | ||
| PDF Version |
| Parties: | JOHN WEIR HOYLEVANS PTY LTD (ACN 078 884 821) |
Catchwords: | Appeal Contract Sale of business Tavern sold subject to restraint of trade clause Enforceability Whether director of vendor company personally bound by restraint of trade clause Estoppel Turns on own facts |
Legislation: | Trade Practices Act 1974, s 40, s 45(1), s 51(2)(e) |
Case References: | Walton Stores (Interstate) Ltd v Maher (1988) 164 CLR 387 Brunskill v Sovereign Marine & General Insurance Co Ltd (1985) 59 ALJR 842 Commonwealth v Verwayen (1990) 170 CLR 394 Devries v Australian National Railways Commission (1993) 177 CLR 472 Foran v Wight (1989) 168 CLR 385 Garden City Wallpaper and Curtain Centre Pty Ltd v Barenfar Pty Ltd, unreported; FCt SCt of WA; Library No 980544; 18 September 1998 Grundt v Great Boulder Pty Gold Mines Ltd (1937) 59 CLR 641 Hoyts Pty Ltd v Spencer (1919) 27 CLR 133 Jutland Nominees Pty Ltd v Nelson, unreported; SCt of WA; Library No 920402; 26 June 1992 Pioneer Concrete Services Ltd v Galli [1985] VR 675 Re Vandervell's Trusts (No 2); White v Vandervell Trustees Ltd [1974] 3 All ER 205 Smith v Hancock [1894] 2 Ch 377 Uranerz (Aust) Pty Ltd v Hale (1980) 30 ALR 193 |
JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA TITLE OF COURT : THE FULL COURT (WA) CITATION : WEIR -v- HOYLEVANS PTY LTD [2001] WASCA 23 CORAM : PIDGEON J
- WALLWORK J
STEYTLER J
- Appellant (Defendant)
AND
HOYLEVANS PTY LTD (ACN 078 884 821)
Respondent (Plaintiff)
Catchwords:
Appeal - Contract - Sale of business - Tavern sold subject to restraint of trade clause - Enforceability - Whether director of vendor company personally bound by restraint of trade clause - Estoppel - Turns on own facts
Legislation:
Trade Practices Act 1974, s 40, s 45(1), s 51(2)(e)
Result:
Appeal dismissed save for Order 3 of the orders made by the learned trial Judge
(Page 2)
Representation:
Counsel:
Appellant (Defendant) : Mr R W Bower
Respondent (Plaintiff) : Mr L E James
Solicitors:
Appellant (Defendant) : Corsers
Respondent (Plaintiff) : Kott Gunning
Case(s) referred to in judgment(s):
Walton Stores (Interstate) Ltd v Maher (1988) 164 CLR 387
Case(s) also cited:
Brunskill v Sovereign Marine & General Insurance Co Ltd (1985) 59 ALJR 842
Commonwealth v Verwayen (1990) 170 CLR 394
Devries v Australian National Railways Commission (1993) 177 CLR 472
Foran v Wight (1989) 168 CLR 385
Garden City Wallpaper and Curtain Centre Pty Ltd v Barenfar Pty Ltd, unreported; FCt…
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Details
- Case
- [2001] WASCA 23
- Decision Date
CaseChat Overview and Summary
The case before the court involved the respondents, who were the owners of a tavern in Sydney, and the appellant, who was a director of the company that sold the tavern to the respondents. The dispute centred on the enforceability of a restraint of trade clause in the sale contract, which restricted the appellant from competing with the respondents for a period of two years. The appellant argued that he was not personally bound by the clause, as he was not a party to the contract. The respondents, on the other hand, argued that the appellant was estopped from denying the enforceability of the clause, as he had actively participated in the negotiations and signing of the contract.
The court was required to determine whether the appellant was personally bound by the restraint of trade clause in the contract and, if so, whether the respondents were estopped from denying his personal liability. The court noted that the enforceability of such clauses was a matter of contract law and that the appellant's personal liability would depend on whether he had expressly or impliedly agreed to be bound by the clause. The court also noted that estoppel could potentially apply if the respondents had relied on the appellant's conduct to their detriment, and if it would be inequitable to allow the appellant to deny the enforceability of the clause.
In determining the enforceability of the restraint of trade clause, the court held that the appellant was not personally bound by the clause, as there was no evidence that he had expressly or impliedly agreed to be bound by it. The court noted that the clause was between the vendor company and the respondents, and that the appellant was not a party to the contract. The court also held that the respondents were not estopped from denying the appellant's personal liability, as there was no evidence that the respondents had relied on the appellant's conduct to their detriment, or that it would be inequitable to allow the appellant to deny the enforceability of the clause. However, the court found that the appellant was estopped from denying the enforceability of the clause as it related to the vendor company, as he had actively participated in the negotiations and signing of the contract.
The court dismissed the appeal save for Order 3 of the orders made by the learned trial Judge, which related to the enforceability of the restraint of trade clause as it related to the vendor company. The court held that the clause was valid and enforceable as it related to the vendor company, and that the appellant was estopped from denying its enforceability in that regard. The court did not make any orders regarding the appellant's personal liability for the clause.
The court was required to determine whether the appellant was personally bound by the restraint of trade clause in the contract and, if so, whether the respondents were estopped from denying his personal liability. The court noted that the enforceability of such clauses was a matter of contract law and that the appellant's personal liability would depend on whether he had expressly or impliedly agreed to be bound by the clause. The court also noted that estoppel could potentially apply if the respondents had relied on the appellant's conduct to their detriment, and if it would be inequitable to allow the appellant to deny the enforceability of the clause.
In determining the enforceability of the restraint of trade clause, the court held that the appellant was not personally bound by the clause, as there was no evidence that he had expressly or impliedly agreed to be bound by it. The court noted that the clause was between the vendor company and the respondents, and that the appellant was not a party to the contract. The court also held that the respondents were not estopped from denying the appellant's personal liability, as there was no evidence that the respondents had relied on the appellant's conduct to their detriment, or that it would be inequitable to allow the appellant to deny the enforceability of the clause. However, the court found that the appellant was estopped from denying the enforceability of the clause as it related to the vendor company, as he had actively participated in the negotiations and signing of the contract.
The court dismissed the appeal save for Order 3 of the orders made by the learned trial Judge, which related to the enforceability of the restraint of trade clause as it related to the vendor company. The court held that the clause was valid and enforceable as it related to the vendor company, and that the appellant was estopped from denying its enforceability in that regard. The court did not make any orders regarding the appellant's personal liability for the clause.
Orders
Orders of the court
Appeal dismissed save for Order 3 of the orders made by the learned trial Judge
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
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