Calaby Pty Ltd v Ampol Pty Ltd

[1990] NTSC 28

Supreme Court of the Northern Territory

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Interrogate

Catchwords

1. Contract
2. › Assignment
3. › Equitable assignment
4. › Assignment of executory bilateral contract
5. › Whether benefit and burden pass to assignee
6. › Whether privity of contract created between equitable assignee and other contracting party
1. Contract
2. › Assignment
3. › Equitable assignment
4. › Distinction between assignment of accrued rights, accrued obligations, and executory bilateral contracts
1. Trade and Commerce
2. › Petroleum retail marketing
3. › Franchise agreements
4. › Whether agreements entered into by way of renewal
5. › Whether equitable assignee a 'party to' franchise agreement
6. › Petroleum Retail Marketing Franchise Act 1980 (Cth), ss 3(1), 3(4), 3(8), 3(9), 6(1), 7(1), 11, 17, 17A, 17B(4)
1. Estoppel
2. › Common law estoppel
3. › Equitable estoppel
4. › Mutual mistake of law as to character of contract
5. › Whether reliance established
6. › Whether unconscionability established

Quick Take

An equitable assignment of a franchise agreement under the Petroleum Retail Marketing Franchise Act 1980 (Cth) does not make the assignee a 'party to' the original franchise agreement for the purposes of the Act, and accordingly new agreements entered into between the assignee and the franchisor are original franchise agreements attracting full statutory renewal rights, not renewals of the earlier agreement. A mutual mistake of law as to the character of franchise agreements (whether original or renewal) is inoperative and cannot be cured by estoppel where the party sought to be estopped made no unequivocal representation and the other party's assumption was independently formed.