Woolworths Limited v BP P.l.c

Woolworths Limited (Woolworths) and BP P.l.c. (BP) were the parties involved in proceedings before the Federal Court of Australia. The dispute concerned the interpretation and enforceability of a deed of settlement entered into between the parties, which aimed to resolve a prior dispute regarding alleged breaches of a franchise agreement. Woolworths sought to enforce certain terms of the deed, while BP resisted this enforcement, arguing that the deed was invalid and unenforceable.

The primary legal issue before the Court was whether the deed of settlement was void for illegality, specifically under section 45 of the *Competition and Consumer Act 2010* (Cth) (formerly section 45 of the *Trade Practices Act 1974* (Cth)). This involved determining whether the deed contained provisions that had the purpose or effect of substantially lessening competition in a market. A secondary issue was whether, even if the deed contained such provisions, it could still be enforced in part, or whether the entire deed was rendered unenforceable.

The Court's reasoning focused on the application of section 45 to the specific terms of the deed. It was held that the deed contained covenants that, in purpose and effect, substantially lessened competition in the relevant market for the supply of fuel and convenience goods. The Court applied the principles established in cases concerning the interpretation of section 45, considering the purpose and effect of the impugned provisions. Crucially, the Court also considered the severability of the illegal provisions from the rest of the deed.

The Court found that the illegal provisions were not severable from the remainder of the deed. Consequently, the entire deed of settlement was declared void and unenforceable. Woolworths' application to enforce the deed was therefore dismissed.