BB Australia Pty Ltd v Danset Pty Ltd

[2018] NSWCA 101

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Particular parties
3. › Franchisee and franchisor
4. › Breach of franchise agreement
5. › Option to purchase business assets
6. › Damages for breach
7. › Whether franchisor proved loss
8. › Whether fair market value under option less than price paid by third party purchaser
1. Equity
2. › Equitable remedies
3. › Account of profits
4. › Equitable compensation
5. › Whether franchise agreement option to purchase created trust over business assets
6. › Whether fiduciary duty arose
7. › Whether vendor under contract for sale of chattels is trustee for purchaser
8. › Distinction between equitable interest and fiduciary duty
1. Practice and Procedure
2. › Interlocutory orders
3. › Reservation of claims for future consideration
4. › Whether Court of Appeal should intervene
5. › Standard of appellate review of discretionary procedural orders
6. › House v The King (1936) 55 CLR 499

Quick Take

A franchise agreement option to purchase business assets does not create a trust or fiduciary duty in favour of the franchisor, and the franchisor's remedy for breach is limited to contractual damages requiring proof that the option price was less than the true value of the assets sold.