Catchwords:

CONTRACTS — master franchise agreement — renewal clause — construction of clause permitting franchisor to decline renewal of agreement — where franchisor declined request for renewal by master franchisee — whether decision to decline renewal properly made — whether franchisor had to consider best interests of master franchisee in declining renewal — whether non-renewal decision based on grounds “honestly and reasonably held” — findings by primary judge inadequate — inadequate findings unable to be cured on appeal — retrial necessary

CONTRACTS — repudiation — whether master franchisee repudiated agreement by establishing competitor business after franchisor refused renewal — no repudiation

CONSUMER LAW — statutory unconscionable conduct under s 21 of the Australian Consumer Law — non-renewal alleged to be unconscionable — finding of unconscionable conduct by primary judge — where finding of unconscionable conduct necessarily reliant on correct construction of non-renewal clause — where primary judge erroneously construed non-renewal clause — where success on argument that renewal was improperly refused would give rise to same relief as success on unconscionable conduct — no utility in remitting issue

EVIDENCE — expert evidence — admission of expert reports — valuation evidence — where expert relied on reports from industry bodies in drafting expert valuation report — reports of industry bodies admissible under s 60 of the Evidence Act 1995 (NSW) — reliance on industry reports permissible in circumstances — no error in admitting expert reports

DAMAGES — quantum of damages — valuation methodology — where primary judge criticised valuation evidence at a high level but did not identify specific errors in approach taken by expert — approach that should be taken in complex damages calculations that depend on multiple assumptions — finding on damages cannot be supported — error established — question of damages to be remitted in retrial