Foxeden v IOOF Building Society Limited

[2003] VSC 356

Supreme Court of Victoria

Built by Barristers,
For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Agency agreements
3. › Terms of agreement
4. › Whether agreement unlimited in duration or terminable
5. › Implied term that agreement terminable on reasonable notice
6. › Reasonable notice period
1. Contract
2. › Agency agreements
3. › Termination
4. › Whether valid notice of termination given
5. › Requirements for notice
6. › Whether public announcements or oral statements constitute valid notice
7. › Repudiation by transferring customers without notice
1. Contract
2. › Agency agreements
3. › Authority of agent to bind principal
4. › Actual and apparent authority of senior manager to enter franchise or agency agreement on behalf of building society
1. Estoppel
2. › Promissory estoppel
3. › Whether building society estopped from relying on express termination clause
4. › Representations that agreement was interim pending franchise agreement with longer notice period

Quick Take

Where parties to an agency or franchise agreement have not agreed on duration or termination provisions, the court will imply a term that the agreement is terminable on reasonable notice rather than holding it unlimited in duration. A parent company that causes its subsidiary to breach a contract is not liable for the tort of interference with contractual relations because the parent acts through, not upon, the subsidiary. General public announcements and third-party statements of intent do not constitute valid notice of termination of a contract.