Failure to disclose a material limitation on the duration of exclusive supply rights, in the context of franchise agreements representing indefinite exclusive supply, constitutes misleading or deceptive conduct under s 52 TPA even absent positive misrepresentation. Directors who conduct negotiations with knowledge of the limitation are knowingly concerned in the contravention. An account of profits under Attorney-General v Blake is not available as a remedy for breach of a commercial franchise agreement where compensatory damages are adequate. The measure of damages for the trade practices contravention is the diminution in value of the rights acquired, not the total purchase price of the franchise.
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