Brighton Automotive Holdings Pty Ltd v Honda Australia Pty Ltd [2024] VSC 262 | Case summary

Supreme Court of Victoria|2024-05-24|Before: Matthews J

CONTRACTS - Dealership agreement repudiated and subsequently terminated prior to conclusion of its term - Damages for breach of contract for loss of profits for remaining contractual period - Liability conceded by defendant - Dispute as to quantum of damages - Findings on key disputed integers in the assessment of damages - Amount of damages to be calculated by experts retained by the parties in accordance with the findings.

CONTRACTS - Contractual power of non-renewal - Claim for damages for loss of opportunity for a renewal of contract - Whether plaintiff has established loss of chance of some value - ; applied - Claim not established.

COMPETITION AND CONSUMER LAW - Unconscionable conduct - Whether conduct unconscionable in contravention of s 21 of the Australian Consumer Law - Claim for compensation of loss of goodwill - Claim not established.

COMPETITION AND CONSUMER LAW - Misleading or deceptive conduct - Representation by silence - Duty to disclose - Claim not established.

1 In early 2020, the defendant (Honda Australia) decided to change its business model for selling Honda cars in Australia from a network of dealers (Dealership Model) to utilising agents it would appoint (Agency Model). The plaintiff (Brighton Automotive) was one of Honda Australia's dealers. This change in business model led Honda Australia to give notice in March 2020 to its dealers that it would be terminating all of its dealership agreements with effect from 1 July 2021 and that not all dealers would be appointed as agents under the Agency Model. This resulted in the dealership agreements being terminated prior to the end of their term, which was 30 June 2023.

2 Honda Australia accepts that by these actions it breached its dealer agreements and that dealers are entitled to damages arising from the breach of contract. Honda Australia and Brighton Automotive were unable to reach agreement as to the compensation which Honda Australia should pay to Brighton Automotive.

3 In this proceeding, Brighton Automotive makes the following claims against Honda Australia:

(a) damages arising from breach of contract during the period 30 January 2021[1] to 30 June 2023 (Remaining Contract Period);

(b) damages arising from breach of contract during the period 1 July 2023 to 30 June 2028 (Further Contract Period); and

(c) contraventions of the Australian Consumer Law (ACL) in Schedule 2 to the Competition and Consumer Act 2010 (Cth), namely:

(i) Misleading or Deceptive Conduct (MDC Claim); and

(ii) Unconscionable Conduct (UC Claim).

4 Honda Australia admits liability for damages for breach of contract in respect of the Remaining Contract Period (Remaining Contract Period Claim), however, the parties disagree as to quantum.

5 Honda Australia denies liability for damages for breach of contract in respect of the Further Contract Period (Further Contract Period Claim), the MDC Claim and the UC Claim. If such claims are established by Brighton Automotive, the parties disagree as to their quantum.

6 Brighton Automotive was incorporated in 2011 after its directors Mark Avis (Avis) and Ron Klein (Klein) purchased an existing Honda car dealership which had been operating out of Brighton and East Brighton for many decades.

7 Honda Australia is a wholly-owned subsidiary of Honda Motor Co Ltd (Honda Motor Co), a company based in Japan. Honda Motor Co's global subsidiaries are largely autonomous within their allocated territories but operate subject to the ultimate direction of the parent company. Honda Australia is treated by Honda Motor Co as operating within its Asia and Oceania regional unit, with the corporate entity directly responsible for the performance of that unit being Asian Honda Motor Co Limited (Asian Honda). Asian Honda is also a subsidiary of Honda Motor Co. On some matters (budgets, forecasts and strategic directions), Honda Australia reports to Asian Honda, but is not a subsidiary of Asian Honda.

8 In mid-2011, Brighton Automotive entered into a dealership agreement with Honda Australia for a term of five years. During this period, Brighton Automotive introduced new brands of motor vehicles and became a multi-franchise dealership. However, according to Brighton Automotive, Honda vehicles remained the mainstay of its business, representing over 50% of its total revenue.

9 In June 2018, following the expiry of all national Honda dealership agreements, Honda Australia executed new dealer agreements with its network of authorised dealers, including Brighton Automotive, on terms that were largely identical to the previous agreements. The agreement between Brighton Automotive and Honda Australia (Dealer Agreement) was executed on 27 June 2018. The Dealer Agreement is subject to Schedule 1 of the Competition and Consumer (Industry Codes-Franchising) Regulation 2014 (Franchising Code), which sets out the rights and obligations of the parties involved in the franchising relationship, and is administered and enforced by the Australian Competition and Consumer Commission.

10 In August 2018, Honda's declining profitability in the Australian market was considered at a meeting of Asian Honda and Honda Motor Co executives, and the need to 'stop the bleeding' became a priority for the global business. A presentation at that meeting contained a proposal to undertake a feasibility study in the short-to-mid-term, with a view to setting the business direction from 2025. The majority of Honda vehicles sold in Australia during the relevant period were manufactured in Thailand, such that Honda Australia's financial performance was significantly affected by exchange rate fluctuations between the Australian dollar (AUD) and the Thai bhat (TBH).

11 At a meeting in Bangkok in February 2019, Honda Australia board members put forward to various Asian Honda representatives a proposal to introduce an agency model as a means to improve Honda's profitability. Honda Australia's proposal was to retain the full dealer network until the expiration of the existing dealer agreements in June 2023, gradually reduce vehicle volumes and the size of the dealer network after the expiration of those dealer agreements, and appoint the remaining dealers as agents from 2025.

12 In March 2019, Honda Australia informed its senior management team that a strategic review would begin.

13 In May 2019, Honda Australia informed its dealer network of the strategic review. At that time, Honda Australia did not give any details about the strategic review but told its dealers that it expected to be in a position to provide further information by the end of 2019. Honda Australia also told dealers that it would not be enforcing special conditions in the dealer agreements (for example, requiring owners to make investments in their dealerships) in the meantime, and that given the uncertainty, they should not undertake any significant investments in their dealerships.

14 In June 2019, Honda Australia commenced a feasibility study into a business restructure with the assistance of external consultants.

15 In February 2020, Honda Australia sought and obtained the approval of Asian Honda to restructure its business model.

16 On 5 March 2020, Honda Australia resolved to implement a new business model (Agency Model), which included:

(a) the adoption of an agency model;

(b) selling a narrower model range and reducing overall national sales volumes to 20,000 units;

(c) reducing the number of dealers and the size of the dealer network; and

(d) realigning and consolidating existing areas of responsibility for dealers.

17 This decision resulted in the early termination of 36 dealer agreements with 'exit dealers' - ie, dealers who were not offered the opportunity to become Honda agents under the Agency Model.

18 On 23 March 2020, Klein and Avis were informed by Hiroyuki Shimizu (Shimizu-san), who was then the Managing Director of Honda Australia, and Carolyn McMahon (McMahon), who was and remains a director of Honda Australia, by telephone that Brighton Automotive would not be appointed as an agent under Honda Australia's new Agency Model.

19 Shortly after this phone conversation, Honda Australia sent a written notice to Brighton Automotive by which it purported to terminate the Dealer Agreement with effect from 30 June 2021 (Termination Notice). It is common ground that the conduct of Honda Australia in sending the Termination Notice to Brighton Automotive constituted a repudiation of the Dealer Agreement.

20 On 24 December 2020, Brighton Automotive accepted Honda Australia's repudiation of the Dealer Agreement. By agreement between Honda Australia and Brighton Automotive, the Dealer Agreement came to an end on 29 January 2021 (Termination Date).

21 This proceeding was commenced by writ and statement of claim on 15 March 2022.

(a) Brighton Astoria (Brighton Automotive), an authorised Honda dealer operating in Bentleigh and Brighton East in the State of Victoria;

(b) Tynan Motors, an authorised Honda dealer operating in Sutherland and Miranda in the State of New South Wales; and

(c) Bentleigh Astoria, an authorised Honda parts and service dealer operating in Bentleigh East in the State of Victoria and a related entity of Brighton Automotive within the meaning of the Corporations Act 2001 (Cth).

23 However, the claims against Honda Australia by the second and third plaintiffs were dismissed by consent, with no orders as to costs, on 1 June 2023 and 15 May 2023 respectively, and they ceased to be parties to the proceeding.

24 Brighton Automotive alleges that by reason of Honda Australia's repudiation of the Dealer Agreement, Brighton Automotive has suffered loss or damage as follows:

(a) loss of opportunity to derive revenue and earn profit by operating as an authorised Honda Dealer or authorised Honda Parts and Service dealer (as applicable) for the term of the Dealer Agreement until 30 June 2023;

(b) loss of opportunity to derive revenue and earn profit by operating as an authorised Honda dealer or authorised Honda Parts and Service dealer (as applicable) for any extended or hold over term after 30 June 2023;

(c) further or alternatively, loss of the opportunity to sell its business as an authorised Honda dealer or authorised Honda parts and service dealer as a going concern.[2]

25 Honda Australia admits that Brighton Automotive is entitled to compensation for loss or damage arising from the loss of opportunity to operate as an authorised Honda dealership or authorised Honda parts and service dealer for the balance of the term of the Dealer Agreement (being from 30 January 2021 to 30 June 2023).

26 However, Honda Australia denies that Brighton Automotive has any entitlement to:

(a) damages in respect of any period after the expiry of the term of the Dealer Agreement; or

(b) damages in respect of any loss of opportunity to sell its business as a going concern.

27 Brighton Automotive alleges that Honda Australia was undertaking or contemplating a strategic review of its business operations and dealer network in Australia (the Alleged Review) from as early as 6 June 2018. As part of this review, Honda Australia was considering or contemplating reducing the number of authorised Honda dealers in Australia (the New Dealer Strategy), something that would require the early termination of many existing dealer agreements.

28 Brighton Automotive alleges that Honda Australia did not disclose to Brighton Automotive, at any time prior to them entering the Dealer Agreement:

(a) the existence of its Alleged Review;

(b) the existence of its New Dealer Strategy; or

(c) that it was considering or contemplating the early termination of dealer agreements with authorised Honda dealers in Australia.

29 Brighton Automotive alleges that it was reasonable for it to expect that these matters would be disclosed by Honda Australia to Brighton Automotive at some time prior to their entry into the Dealer Agreement, and that Honda Australia failed to disclose these matters.

30 Brighton Automotive alleges that had these matters been disclosed, it would not have entered into the Dealer Agreement and instead would have sought to sell its business as a going concern.

31 It is on this basis that Brighton Automotive alleges that Honda Australia has engaged in conduct in trade or commerce that was misleading or deceptive, or likely to mislead or deceive, in contravention of s 18 of the ACL.

32 Brighton Automotive claims that it has suffered loss and damage in the form of:

(a) loss of the opportunity to sell its business as an authorised Honda dealer or authorised Honda parts and service dealer as a going concern; and

(b) loss of the opportunity to generate greater revenue and profit through other automotive dealership opportunities.

33 Honda Australia denies the Alleged Review. It denies that it was undertaking a strategic review of its business operations and dealer network in Australia on or around 6 June 2018, but admits that around this time one of a number of potential future options for its business operations involved reducing the number of authorised Honda dealers in Australia.

34 Honda Australia says that it did decide to undertake a strategic review in early 2019 and that it informed Brighton Automotive of this on or about 9 May 2019. Honda Australia admits that it did not, prior to entering into the Dealer Agreement, disclose to Brighton Automotive that it was contemplating a reduction in the number of authorised dealers in Australia but says that it had no obligation to make such a disclosure.

35 Honda Australia otherwise denies the allegations contained in the MDC Claim.

36 After opening submissions at trial, Brighton Automotive informed the Court that it no longer pressed its claim for loss and damage arising from the MDC Claim, but that it still pressed its allegation of misleading and deceptive conduct as it was an 'ingredient' of the UC Claim.

37 Brighton Automotive alleges that Honda Australia's breach of the Dealer Agreement was intentional, and carried out with the knowledge that Brighton Automotive would suffer loss and damage as a result. In doing so, Honda Australia breached its obligation to act in good faith in contravention of the Dealer Agreement and the Franchising Code.

38 Brighton Automotive alleges that Honda Australia was in a dominant position compared to Brighton Automotive and used its position to exert undue influence or pressure on Brighton Automotive and/or use unfair tactics against Brighton Automotive. The opening and closing submissions of Brighton Automotive make no reference to exerting undue influence or using unfair tactics, and so it appears that these aspects were no longer pressed. It alleges that Honda Australia knew and intended to acquire the goodwill of Brighton Automotive's business, including the value of its relationships with its Honda customers, which had been built up by Brighton Automotive over many years at the request and encouragement of Honda Australia, without any compensation.

39 On this basis, Brighton Automotive alleges that Honda Australia engaged in conduct in trade or commerce that was, in all the circumstances, unconscionable in contravention of s 21 of the ACL.

40 Brighton Automotive claims that it has suffered loss and damage in the form of:

(a) the loss and damage outlined in paragraph 24 above; and

(b) further or alternatively, the value of the goodwill in its business as an authorised Honda dealer or authorised Honda parts and service dealer (as applicable), including the value of their relationships with its Honda customers.

41 In regards to its UC Claim, Brighton Automotive claims that it has suffered the loss and damage described at paragraph 32 above.

42 Honda Australia denies the allegation contained in the UC Claim and says that:

(a) regarding the allegations that it did not comply or seek to comply with cl 36 of the Dealer Agreements and cl 28 of the Franchising Code, both clauses are inapplicable on their terms; and

(b) regarding the allegation that it intended to acquire Brighton Automotive's goodwill without compensation:

(i) any goodwill or other value generated by use of the Honda trade mark by Brighton Automotive vests solely with Honda Australia as per the terms of the Dealer Agreement; and

(ii) on termination of the Dealer Agreement, Brighton Automotive would not receive any payment or compensation from Honda Australia for any goodwill in connection with the dealership.

43 Section 18 'Misleading or Deceptive Conduct' provides that:

A person must not, in trade or commerce, engage in conduct that is misleading or deceptive or is likely to mislead or deceive.

44 Section 21 'Unconscionable conduct in connection with goods or services' provides that:

(1) A person must not, in trade or commerce, in connection with:

(a) the supply or possible supply of goods or services to a person; or

(b) the acquisition or possible acquisition of goods or services from a person;

engage in conduct that is, in all the circumstances, unconscionable..

(2) This section does not apply to conduct that is engaged in only because the person engaging in the conduct:

(a) institutes legal proceedings in relation to the supply or possible supply, or in relation to the acquisition or possible acquisition; or

(b) refers to arbitration a dispute or claim in relation to the supply or possible supply, or in relation to the acquisition or possible acquisition.

(3) For the purpose of determining whether a person has contravened subsection (1):

(a) the court must not have regard to any circumstances that were not reasonably foreseeable at the time of the alleged contravention; and

(b) the court may have regard to conduct engaged in, or circumstances existing, before the commencement of this section.

(4) It is the intention of the Parliament that:

(a) this section is not limited by the unwritten law relating to unconscionable conduct; and

(b) this section is capable of applying to a system of conduct or pattern of behaviour, whether or not a particular individual is identified as having been disadvantaged by the conduct or behaviour; and

(c) in considering whether conduct to which a contract relates is unconscionable, a court's consideration of the contract may include consideration of:

(i) the terms of the contract; and

(ii) the manner in which and the extent to which the contract is carried out;

and is not limited to consideration of the circumstances relating to formation of the contract.

45 Section 22(1) 'Matters the court may have regard to for the purposes of section 21' provides that:

Without in any way limiting the matters to which the court may have regard for the purpose of determining whether a person (the supplier) has contravened subsection (1) in connection with the supply or possible supply of goods or services to another person (the consumer), the court may have regard to:

(a) the relative strengths of the bargaining positions of the supplier and the customer; and

(b) whether, as a result of conduct engaged in by the supplier, the customer was required to comply with conditions that were not reasonably necessary for the protection of the legitimate interests of the supplier; and

(c) whether the customer was able to understand any documents relating to the supply or possible supply of the goods or services; and

(d) whether any undue influence or pressure was exerted on, or any unfair tactics were used against, the customer or a person acting on behalf of the customer by the supplier or a person acting on behalf of the supplier in relation to the supply or possible supply of the goods or services; and

(e) the amount for which, and the circumstances under which, the customer could have acquired identical or equivalent goods or services from a person other than the supplier; and

(f) the extent to which the supplier's conduct towards the customer was consistent with the supplier's conduct in similar transactions between the supplier and other like customers; and

(g) the requirements of any applicable industry code; and

(h) the requirements of any other industry code, if the customer acted on the reasonable belief that the supplier would comply with that code; and

(i) the extent to which the supplier unreasonably failed to disclose to the customer:

(i) any intended conduct of the supplier that might affect the interests of the customer; and

(ii) any risks to the customer arising from the supplier's intended conduct (being risks that the supplier should have foreseen would not be apparent to the customer); and

(j) if there is a contract between the supplier and the customer for the supply of the goods or services:

(i) the extent to which the supplier was willing to negotiate the terms and conditions of the contract with the customer; and

(ii) the terms and conditions of the contract; and

(iii) the conduct of the supplier and the customer in complying with the terms and conditions of the contract; and

(iv) any conduct that the supplier or the customer engaged in, in connection with their commercial relationship, after they entered into the contract; and

(k) without limiting paragraph (j), whether the supplier has a contractual right to vary unilaterally a term or condition of a contract between the supplier and the customer for the supply of the goods or services; and

(l) the extent to which the supplier and the customer acted in good faith.

46 Clause 6 'Obligation to act in good faith' provides that:

(1) Each party to a franchise agreement must act towards another party with good faith, within the meaning of the unwritten law from time to time, in respect of any matter arising under or in relation to:

(a) the agreement; and

(b) this code.

This is the obligation to act in good faith

(2) The obligation to act in good faith also applies to a person who proposes to become a party to a franchise agreement in respect of:

(a) any dealing or dispute relating to the proposed agreement; and

(b) the negotiation of the proposed agreement; and

(c) this code.

(3) Without limiting the matters to which a court may have regard for the purpose of determining whether a party to a franchise agreement has contravened subclause (1), the court may have regard to:

(a) whether the party acted honestly and not arbitrarily; and

(b) whether the party cooperated to achieve the purposes of the agreement.

(4) A franchise agreement must not contain a clause that limits or excludes the obligation to act in good faith, and if it does, the clause is of no effect.

(5) A franchise agreement may not limit or exclude the obligation to act in good faith by applying, adopting or incorporating, with or without modification, the words of another document, as in force at a particular time or as in force from time to time, in the agreement.

(6) To avoid doubt, the obligation to act in good faith does not prevent a party to a franchise agreement, or a person who proposes to become such a party, from acting in his, her or its legitimate commercial interests.

(a) give the franchisee an option to renew the agreement; or

(b) allow the franchisee to extend the agreement;

this does not mean that the franchisor has not acted in good faith in negotiating or giving effect to the agreement.

47 Clause 28 'Termination--no breach by franchisee' regulates the termination rights of franchisors for breach of a franchise agreement and provides that:

(a) a franchisor terminates a franchise agreement:

i. in accordance with the agreement; and

ii. before it expires; and

iii. without the consent of the franchisee; and

(b) the franchisee has not breached the agreement.

(2) For subparagraph (1)(a)(iii), a condition of a franchise agreement that a franchisor can terminate the franchise agreement without the consent of the franchisee is not taken to be consent.

(3) Before terminating the franchise agreement, the franchisor must give reasonable written notice of the proposed termination, and reasons for it, to the franchisee.

(4) Part 4 (resolving disputes) applies in relation to a dispute arising from termination under this clause.

This Agreement commences on the Commencement Date and continues for the Term.

Note: Items 4-5 of Schedule 1 provide that the Commencement Date is 1 July 2018 while the Term is five years.

(a) Honda Australia will notify the Dealer whether or not it intends to:

(ii) extend this Agreement by offering the Dealer a further term; or

(ii) enter into a new dealer agreement with the Dealer;

as long as possible before the expiration of the Term, and in any event no less than 6 months before the expiration of the Term.

(b) Subject to clause 8.4, if the Dealer is offered a further term or a new dealer agreement, the terms on which such further term or dealer agreement is offered will be at Honda Australia's sole discretion, including as to the PMA,[3] and may be different from the terms and PMA under this Agreement.

If Honda Australia notifies the Dealer that it does not intend to extend this Agreement or enter into a new dealer agreement in accordance with clause 8.2, the Dealer can offer to sell the Dealership as a going concern provided:

(a) Honda Australia does not intend to change the PMA or the location of the Premises;

(b) Honda Australia consents to the purchaser purchasing the Dealership (which consent will not be unreasonably withheld); and

(c) the purchaser enters into a new dealer agreement on terms that are acceptable to Honda Australia.

For the avoidance of doubt, clause 39.6 will apply to any offer by the Dealer to sell the Dealership pursuant to this clause.

If this Agreement is subject to a Further Term, then, subject to clause 36 of this Agreement it will be extended for the Further Term if:

(a) the Dealer gives written notice to Honda Australia that it intends to extend this Agreement, at least 6 months and 2 weeks before the expiration of the Term; and

(b) the Dealer has satisfied all of the Further Term Conditions.

52 Clause 31.2 'Indemnity by Honda Australia' provides that:

Honda Australia indemnifies the Dealer and agrees to keep the Dealer indemnified from and against all claims, losses, damages, taxes, charges, expenses and costs of every description suffered or incurred by the Dealer as a result of:

(a) any breach of this Agreement by Honda Australia;

(b) fraud, negligent or unlawful acts or omissions by Honda Australia or its employees, agents and, where Honda Australia has failed to exercise reasonable care, sub- contractors;

(c) Honda Australia or its employees, agents or sub-contractors acting on instructions from persons other than those authorised by the Dealer under this Agreement; or

(d) any obligations or liabilities the Dealer may have under legislation in respect of Honda Australia or an employee, agent or subcontractor of Honda Australia,

except to the extent that such claim, loss, damage, tax, charge, expense or cost is caused by the Dealer's fraud, negligent or unlawful acts or omissions.

53 Clause 36.2 'Termination - Breach by Dealer' provides that:

If the Dealer has breached this Agreement, Honda Australia can only terminate this Agreement in accordance with the relevant Standard (which as at the date of this Agreement is the Performance Management Standard).

54 Clause 36.3 'Termination - Special circumstances' provides that:

Honda Australia may immediately terminate this Agreement by written notice to the Dealer if the Dealer:

(a) no longer holds a licence that the Dealer must hold to carry on the Dealership;

(b) becomes bankrupt, insolvent under administration or an externally administered body corporate;

(c) voluntarily abandons the Dealership or the franchise relationship;

(d) is convicted of a serious offence;

(e) operates the Dealership in a way that endangers public health or safety;

(f) is fraudulent in connection with the operation of the Dealership; or

(g) agrees to termination of this Agreement and the Dealership.

55 Clause 37.1 'Dealership comes to an end' provides that:

On expiry or termination of this Agreement:

(a) the Dealership comes to an end;

(b) the Dealer must:

(i) immediately cease to operate the Dealership;

(ii) cease using the Intellectual Property;

(iii) not represent itself as an Authorised Honda Dealer or otherwise hold itself out as being associated with Honda Australia or Honda Motor; and

(c) this Agreement (other than this clause 37 and clauses 9.49.4(e), 29, 30, 31, 38 and 43) is at end as to its future operation, except for the enforcement of any right or claim which arose on or before expiry or termination.

56 Clause 37.6 'Goodwill belongs to Honda Australia' provides that:

The Dealer acknowledges and agrees that at the end of this Agreement, the Dealer will not receive any payment or compensation from Honda Australia for any goodwill in connection with the Dealership or the Premises or any reputation developed by the Dealer in connection with the Dealership or the Premises.

The parties must perform their obligations and exercise their rights under this Agreement in good faith.

58 It is common ground that the Dealer Agreement does not contain any provision allowing for termination for convenience.

59 The following persons were called as witnesses by Brighton Automotive:

(a) Avis, a director of Brighton Automotive;

(b) Klein, the other director of Brighton Automotive; and

(c) Michael Smith (Smith), a corporate finance specialist with CFAS Advisory.

60 The following persons were called as witnesses by Honda Australia:

(a) McMahon, a current director of Honda Australia involved in the day-to-day running of the business;

(b) Stephen Collins (Collins), a former director of Honda Australia whose employment concluded in November 2022; and

(c) Dawna Wright (Wright), a forensic accounting and valuation specialist with FTI Consulting.

61 Each of the lay witnesses made witness statements prior to the trial of the proceeding. At trial, the parties relied on the following documents:

(a) Witness Statement of Ron Klein made on 18 May 2023.

(b) Witness Statement of Mark Avis made on 22 May 2023.

(c) Supplementary Witness Statement of Mark Avis made on 14 November 2023.

(d) Witness Statement of Stephen John Collins made on 6 October 2023.

(e) Witness Statement of Carolyn Ann McMahon made on 6 October 2023.

62 Prior to each witness being called, objections to aspects of their witness statements were heard and determined. The court book, which contained all of the witness statements relied upon, was subsequently updated so as to contain the post-objection versions of the statements, which versions were subsequently adopted by the witnesses.

63 All of the witnesses, except for Klein, were cross-examined at trial. Klein's witness statement was tendered but Honda Australia did not require him for cross-examination.

64 Each of the expert witnesses made a report prior to the trial of the proceeding:

(a) Affidavit & Expert Report of Michael Smith dated 18 May 2023 (Smith Report).

(b) Expert Report of Dawna Wright dated 6 October 2023 (Wright Report).

65 Smith and Wright also produced a joint report dated 1 February 2024 (Joint Report). The experts agree on the following points regarding methodology:

(a) To assess the loss under the Termination Claim, both experts adopted the following methodology:

(i) The loss is the difference between the but for profit and actual profit.

(ii) 'Variable expenses' should be included in the assessment of loss.

(iii) Costs that would be incurred in any event (with or without the Honda business trading) should not be included in the assessment of loss on the basis that they do not represent incremental costs.

(b) To assess the loss under the MDC Claim, both experts assess the value of the Honda business as at 30 June 2018 by adopting the CFME Method (by applying an appropriate earnings multiple to the future maintainable earnings, FME).

(c) To assess the loss under the UC Claim, both experts quantify the loss as the value of the goodwill in the Honda business as at 22 March 2020 (adopting the CFME Method), less the value of the goodwill in the Honda business as at 29 January 2021.

66 Smith and Wright gave their oral evidence concurrently, and were taken to sections of their individual reports as well as the Joint Report. The focus of the experts' oral evidence was on the issues where they differed.

67 Brighton Automotive submitted that Honda Australia did not call Igarashi-san from Asian Honda or Shimizu-san, the third director of Honda Australia who was centrally involved in the decision-making to give evidence and that no explanation has been given for that failure, particularly when they are still employed in the Honda group and in Honda Australia's 'camp' for the purposes of the rule in Jones v Dunkel.[4] Brighton Automotive submitted that the Court should infer that their evidence would not have assisted Honda Australia. This issue is dealt with below, where relevant.

68 I found Avis to be an honest witness. He has been working in car sales for almost 40 years and was seemingly very knowledgeable about the industry in Australia. Avis is clearly passionate about his business, as well as the well-being of the staff he employs, and presents as aggrieved by the loss of the Honda brand, which is understandable. While Avis was generally forthcoming, often providing extensive answers and explanation where he felt it appropriate, he was at times unwilling or unable to engage in hypotheticals, preferring instead to focus on what actually unfolded in the months and years after the Dealer Agreement came to an end.

69 I do not regard Honda Australia's cross-examination of Avis as to how changes came to be made to Brighton Automotive's financial statements, particularly to the FY2019 ones, as detracting from Avis' credibility at all. The changes were mentioned in Avis' witness statement and were explained in more detail in Klein's witness statement. The changes made were explained and adequately justified.

70 I also found McMahon to be an honest witness. Her answers were well-considered, albeit at times they lacked detail. McMahon was at times overly careful when providing answers, however, I do not believe that this was evidence of her seeking to avoid the question or tailor her evidence to suit Honda Australia's case. Brighton Automotive's submission that McMahon was 'not prepared to give an inch' cannot be accepted.

71 Collins was also honest and forthright. He gave direct answers under cross‑examination which were consistent with the contemporaneous documentary evidence.

72 Smith was appropriately careful in his answers, including by making sure he understood the questions and any assumptions he was to make correctly. He did appear, at times, to be trying to find a basis to adhere to the opinions expressed in his reports. Nonetheless, Smith made concessions where appropriate.

73 Wright made concessions where appropriate and sought to assist the Court. She was careful to indicate where assumptions had been made or instances when she needed to qualify her opinion.

74 It is not in dispute between the parties that the 'ruling principle' with respect to damages for breach of contract is that, 'where a party sustains a loss by reason of a breach of contract, he is, so far as money can do it, to be placed in the same situation, with respect to damages, as if the contract had been performed'.[5] This requires the Court to compare the actual position of the party who sustains a loss by reason of the breach to what that party's position would have likely been in a counterfactual scenario in which the contract was performed.

75 Brighton Automotive's submissions helpfully set out some of the key principles concerning onus, proof and calculating damages, which I set out below.

76 The onus of proving and quantifying loss lies with the plaintiff. However, as Hayne J said in Placer (Granny Smith) Pty Ltd v Thiess Contractors Pty Ltd,[6] the plaintiff is only required to prove those matters with as much precision as the subject matter reasonably permits.[7] Where precise evidence as to loss is not available, the Court may engage in 'estimation, if not guesswork' in assessing the damages to be allowed.[8] Where there has been actual loss, the mere difficulty in estimating damages does not relieve the Court from the responsibility of estimating them as best it can.[9]

77 In Euromark Limited v Smash Enterprises Pty Ltd & Ors (No 3),[10] Lyons J stated:

...the determination of loss of bargain damages involves a degree of uncertainty given that the plaintiff is trying to quantify its loss on the basis of what would have happened in the event that the Agreement had not been terminated (ie, a counterfactual). Indeed many of the comments in the authorities relating to the principles of the assessment of damages referred to above were made in such cases. That does not mean that a plaintiff is relieved from proving the loss by producing relevant evidence as best it can as to the nature and extent of that loss. However, if the Court is satisfied that a loss has been suffered, the Court will do its best to estimate that loss on a broad brush approach in light of the evidence able to be led by the plaintiff.[11]

78 Where wrongdoing by a defendant makes it impossible for the plaintiff to prove the precise amount of damage suffered, or where the nature of the wrongdoing results in the plaintiff having to undertake the difficult task of proving a past hypothetical (as in this case), a presumption arises against the defendant.[12] In that regard, in Euromark, Lyons J stated:

... if the Court is satisfied that a loss has been suffered due to a defendant's wrongdoing, the Court will do the best that it can to estimate that loss in light of evidence able to be led on a broad brush approach, and, where appropriate, the Court will draw inferences or make presumptions in favour of the plaintiff where the defendant's wrongdoing itself has made the assessment impossible or difficult. [13]

79 To similar effect, in Corum Systems Pty Ltd v Fred IT Group Pty Ltd,[14] Justice M Osborne stated:

Questions as to the adequacy of evidence required to establish loss commonly arise in cases where the wrongdoer has prevented the victim from pursuing an opportunity because the wrongdoer 'has thrust the victim into a difficult task of proving a past hypothetical'.

In such a case, the task of the Court is to adopt a robust approach, 'relying on the presumption against wrongdoers'. Questions involving the application of the onus of proof and the resolution of doubtful questions should be resolved against the interests of the party 'whose actions have made an accurate determination so problematic'.[15]

80 It is common ground between the parties that under the counterfactual, Honda Australia would not have terminated its dealers prior to the end of their agreements or implemented the Agency Model in July 2021. Instead, Honda Australia would have continued to operate under the Dealership Model until the end of the term of the Dealer Agreement.

G.3. Key issues arising in respect of the Remaining Contract Period Claim

81 As already noted, it is common ground that Brighton Automotive is entitled to be compensated for its loss and damage sustained by reason of Honda Australia's breach of the Dealer Agreement by terminating it before the end of its term. Brighton Automotive contends that Honda Australia's repudiation of the Dealer Agreement has had a devastating impact on its business. Its revenue streams arising from new car sales, servicing, parts, finance/insurance and other services (such as pre-delivery service, aftermarket accessories and vehicle detailing) are all said to have been affected.

82 However, the parties disagree as to the amount of loss and damage to which Brighton Automotive is entitled. In order for the Court to determine the quantum in respect of the Remaining Contract Period Claim, five key issues emerged for consideration when comparing Brighton Automotive's actual position following early termination of the Dealer Agreement with the counterfactual. These are:

(a) the number of new Honda vehicles which Brighton Automotive would have sold, that is, the volume of vehicles;

(b) the gross profit which Brighton Automotive would have made on each new Honda vehicle sold;

(c) the lost profits from servicing and parts;

(d) the appropriate date for the assessment of damages; and

(e) mitigation of loss.

83 Each of these matters is considered below, in turn. Both parties agree that the matter which has the greatest effect in terms of the difference between them as to the assessment of damages is that of sales volume of new Honda vehicles.

84 In summary, Smith assessed Brighton Automotive's damages in respect of the Remaining Contract Period Claim as between $22,138,104 and $22,331,885, whereas Wright assessed these damages as between a loss of $1,648,128 and a gain of $2,678,248.

85 Smith calculates the counterfactual volumes based on the number of vehicles sold by Brighton Automotive in the twelve-month period prior to receiving the Termination Notice. On this basis, Smith estimates that Brighton Automotive would have sold 643 units in the balance of FY2021 and 1,544 units in each of FY2022 and FY2023. This calculation is based on an instruction that the volume of vehicles Honda Australia would have made available for sale in the Australian market would not have reduced to 20,000 per annum until at least after 30 June 2023.

86 Wright calculates the counterfactual volumes based on the actual number of vehicles sold by Honda Australia for the balance of the term of the Dealer Agreement multiplied by an estimate of Brighton Automotive's share of national Honda sales. On this basis, Wright estimates that Brighton Automotive would have sold 290 units in the balance of FY2021, 422 units in FY2022 and 391 units in FY2023.

87 Various factors were considered by the experts as having affected these calculations. I will assess each of these in turn.

88 Brighton Automotive submits that the vast majority of the actual sales achieved by Honda Australia during the Remaining Contract Period occurred after the implementation of the Agency Model. However, it is agreed that the counterfactual involves 'business as usual' under the Dealership Model rather than the Agency Model. Brighton Automotive submits that the Agency Model was 'radically different' from the Dealership Model, as it involved replacing dealers with agents, the termination of a number of Honda dealers across Australia, and a contraction of Honda retail sites and new vehicle sales volume targets. As such, Brighton Automotive submits that the actual sales volumes achieved by Honda Australia during the Remaining Contract Period could not possibly be reflective of the counterfactual sales volumes that would have been achieved by Brighton Automotive.

89 Honda Australia submits that the decline in its actual sales volumes was not caused by the implementation of the Agency Model but was due to the effects of COVID-19 and semi-conductor shortages. These submissions are outlined in section G.4.3 below.

90 It is hard to see how the actual sales volumes achieved by Honda Australia under its new Agency Model could be used to calculate the counterfactual sales volumes that Brighton Automotive would have achieved had the Dealership Model remained in place for the Remaining Contract Period. As Brighton Automotive submits, the Agency Model was radically different from the Dealership Model and involved replacing dealers with agents, the termination of various Honda dealers across Australia, a contraction of Honda retail sites, and significantly reduced new vehicle sales volume targets. It is highly likely that this affected sales volumes. To think otherwise requires me to accept that the change in model, with the consequences just described, had no impact at all on actual sales volumes in the Remaining Contract Period. I do not accept this. Therefore, I agree with Brighton Automotive's submission that there is no foundation in the evidence to conclude that the actual sales during the Remaining Contract period would be reflective of sales in the counterfactual.

91 However, there are various other factors that may have impacted the supply and sale of Honda vehicles in Australia during the Remaining Contract Period. As such, I will consider each of these in turn before reaching a final conclusion as to volume.

G.4.2. Reduction in actual vehicle sales and supply

92 In reaching his estimate of 1,544 new cars sold per annum in FY2022 and FY2023, Smith operates on the assumption that the volume of vehicles Honda Australia would have made available for sale in the Australian market would not have been reduced to 20,000 per annum until at least after 30 June 2023.

93 Conversely, Wright says that any calculation of Brighton Automotive's likely sales volume during the Remaining Contract Period should take into account the reduction in actual vehicle sales and supply experienced by Honda Australia.

94 In his supplementary witness statement, Avis says that by adopting the actual volume of new Honda vehicles sold by Honda Australia during the Remaining Contract Period, Wright ignores the volume of new Honda vehicles that would have been sold in the counterfactual scenario.

95 Avis states that, in his experience, Honda Australia would have maintained, or at least tried to maintain, the volume of new Honda vehicle sales across Australia in the counterfactual scenario between January 2021 and July 2023 as it had supplied before the Termination Date. This is because, among other things, Honda Australia would not have been able to sustain a network of 106 dealers if it were to reduce the supply of vehicles to the levels assumed in the Wright Report.

96 In her witness statement, McMahon states the following:

(a) Honda Australia's transition to the Agency Model formed part of a broader restructure of the company's operations that included selling a narrower model range, reducing overall national sales volumes to 20,000 units, reducing the number of dealers and realigning existing areas of responsibility for dealers.

(b) Since implementing the restructure on 1 July 2021, Honda Australia has not achieved national sales volumes of 20,000 units (as confirmed by independent sales statistics) due to supply-side constraints.

(c) Since the introduction of the Agency Model on 1 July 2021, Honda Australia's actual retail sales have been below planned retails. The table below sets out the planned and actual retails for the Ki years (Japanese financial year from 1 April to 31 March) 2018 - 2023.[16]

(d) In the Ki year ending March 2020, Honda Australia reduced its sales targets from 50,000 units to 45,000 units on account of a decision to reduce selling loss-making vehicle models, including the Jazz and Civic Sedan models. In the Ki year ending March 2021, Honda Australia again decreased its sales targets to 33,000 units as it further reduced the sale of loss-making vehicle models. These reductions were unrelated to the Agency Model and business restructure implemented in July 2021, but were necessary measures to 'stop the bleeding' in the immediate term and were part of a smooth transition to the new 20,000 volume target.

97 Under cross-examination, McMahon confirmed that the targets of 19,900 in Ki year 2021/22 and 20,000 in Ki year 2022/23 were set as part of the adoption of the Agency Model. While McMahon suggested Honda Australia could still have decided to reduce the volumes of supply to these levels without going to agency, the company would have had to have considered reducing its number of dealers.

98 Under cross-examination, McMahon and Collins both conceded that in order to maintain the viability of the Honda dealer network in Australia it was necessary to supply a minimum of 40,000 new vehicles each year. This necessity is reflected in Honda Australia's 2018 business direction proposal, where it was noted that between 40,000 and 70,000 units would be necessary to '[s]ecure and sustain the minimum sales volume necessary for the current sales network to survive.'

(a) confirmed that it would not have been possible to reduce volumes to 20,000 units under the existing dealer network and that doing so would have resulted in a wholescale interference with the dealer network;

(b) stated that Honda Australia believed that a 'smooth transition' was needed from 40,000 to 20,000 units, as such a change could not be achieved in a short period of time; and

(c) explained that Honda Australia's target setting was done on a rolling basis each year, that it was reviewed regularly, and that it was not 'set in stone' at any given point in time.

100 While both McMahon and Collins acknowledged that it would not have been feasible to reduce targets to substantially below 40,000 units in the long term without terminating dealers, they expressed a belief that Honda Australia could have done so in the short-term (less than 2 or 3 years) given the need to take drastic action to address the consolidated losses stemming from the Australian business. McMahon's evidence was that volume targets were reduced prior to the decision to restructure the business in July 2021. This is reflected in the 2018 business information meeting annual presentation by regional directors to the board of Honda Motor Co, where ceasing to sell unprofitable models and repositioning remaining models to a higher price was contemplated in isolation from a broader consideration of the long term business model.

101 Collins explains in his witness statement that in May 2018:

(a) the perceived advantages of maintaining scale were that:

(i) it would allow Honda to protect and increase its customer base; and

(ii) there was an expectation of positive earnings due to favourable exchange rate fluctuations;

(b) the perceived disadvantage of maintaining scale was the potential for profit deterioration due to exchange rate fluctuations;

(c) the perceived advantages of discontinuing unprofitable models were that:

(i) it would lead to temporary profit improvement; and

(ii) reduce the impact of the exchange rate on profitability; and

(d) the perceived disadvantages of discontinuing unprofitable models were that:

(i) the Honda brand would virtually be lost in Australia;

(ii) Honda would have to terminate dealers;

(iii) Honda would have to dismiss employees; and

(iv) the exchange rate risk would still be present in any event.

102 Brighton Automotive submits that actual sales under the Agency Model declined substantially compared to the sales volumes under the Dealership Model. In FY2019, under the Dealership Model and prior to the onset of the COVID-19 pandemic, there were approximately 46,000 Honda cars sold in Australia. However, in FY2022 and FY2023, following the implementation of the Agency Model, actual sales dropped to approximately 14,000 and 13,000 respectively.

103 Brighton Automotive submits that there is an irresistible inference that this reduction in sales was caused in whole or substantial part by Honda Australia's change from the Dealership Model to the Agency Model. The change in business model effected a reduction in scale from targets of 45,000 units per annum to 20,000 units per annum. Brighton Automotive submits that this alone would account for approximately half of Honda Australia's reduction in actual sales. Furthermore, Honda Australia identified various risks associated with its implementation of the Agency Model, including the risk that sales would likely fall. Brighton Automotive submits that the difference between Honda Australia's reduced targets of approximately 20,000 units per annum and its actual sales volumes suggests that this risk has been borne out.

104 Honda Australia submits that in the 12 months leading up to February 2020 it sold 41,920 vehicles nationally and the lay evidence suggests that, even if Honda Australia had not terminated the Dealer Agreement, the volume of Hondas that would have been sold after January 2021 would have been well below this. This is because:

(a) Honda Australia would have in any event set targets between 20,000 and 33,000 units per annum for the Remaining Contract Period, and

(b) the supply constraints in fact experienced by Honda Australia could be expected to mean that the actual supply of Hondas would fail to reach those targets.

105 Honda Australia submits that its decision to reduce volume targets, prior to the decision to restructure the business from July 2021, was made in response to profitability pressures and the need to 'stop the bleeding'. Those same pressures would have existed in the counterfactual, and the commercial rationale for reducing volume would have remained the same. On that basis, Honda submits that the likely counterfactual involves annual volume targets reflective of those as a matter of fact set in the real world (ie, between 20,000 and 33,000 per annum).

106 Brighton Automotive submits that the suggestion by Honda Australia that it may have implemented a reduction in supply to 20,000 units in any event in the counterfactual should not be accepted.

107 Brighton Automotive submits that the evidence clearly establishes that 40,000 units represented the minimum volume necessary to sustain the Dealership Model, which prevails in the counterfactual. The effect of even a modest reduction in volume on the Dealership Model is illustrated by Collins' evidence about the Thailand floods of 2011. Collins gave evidence that the floods affected Honda's manufacturing plant to such an extent that production volumes were reduced to approximately 30,000 units per annum. In light of those volumes, Honda Australia considered it necessary to implement measures to help the dealers 'get through' that difficult 12-month period. Honda Australia increased dealer margins 'to offset the volume reduction' and sourced additional cars from an alternative production facility in Japan. That evidence gainsays the notion that Honda Australia would have set its volume targets at the level of 20,000 units per annum under the Dealership Model in the counterfactual.

108 Brighton Automotive submits that there is no suggestion in the contemporaneous documents that Honda Australia ever considered reducing volumes to anywhere near the level of 20,000 units except in connection with the termination of dealer agreements.

109 Brighton Automotive submits that the evidence of McMahon and Collins at paragraphs 97 to 99 above shows that 40,000 units per annum was needed for the dealer network to survive and that any reduction down to 20,000 units would have caused major disruption.

110 During closing submissions, counsel for Brighton Automotive submitted that should the Court conclude that a reduction to 33,000 units would have occurred even in the counterfactual, this would not have prevailed for the entirety of the Remaining Contract Period. Brighton Automotive submits that no evidence-in-chief, no business records and no financial analysis have been adduced by Honda Australia to support the notion that a new supply target of 33,000 vehicles per annum would have prevailed for two and a half years in the counterfactual. Brighton Automotive submits that, as suggested by the evidence of Collins, the supply of vehicles would have retuned to 40,000 units per annum after, at most, a year.

111 In response to this submission, counsel for Honda Australia submitted that in order for the Court to believe that targets could have been dropped to 33,000, as they did in the real world in the year ending March 2021, before bouncing back up to 40,000, the Court would have to believe that discontinued models would have been 'un-discontinued'. Honda Australia submits that this is a far-fetched proposition which would have required approval at the global level.

112 Finally, Brighton Automotive submits that even if the Court were to find that Honda Australia would have reduced the target volume of vehicles in the counterfactual, the evidence of McMahon and Collins establishes that it would only have done so in connection with a reduction in the size of its dealership network. As such, any material reduction in the volume of new vehicles sold by Honda Australia would likely be followed by an increase in the market share of each remaining dealer, such that the volume of new vehicles sold by each remaining dealer including Brighton Automotive would not necessarily reduce.

113 The evidence shows that there was a precipitous drop in the supply and sale of new Honda vehicles in Australia from 48,638 in 2018/19 to 14,065 in 2022/23.

114 Honda Australia submits that this drop is partly the result of supply reductions that would have occurred even in the counterfactual, while Brighton Automotive submits that it is wholly or substantially the result of Honda Australia's switch from the Dealership Model to the Agency Model.

115 I accept McMahon's evidence that Honda Australia's decision to reduce the supply of loss-making vehicle models in 2018/19 required Honda Australia to reduce its national sales targets. However, I am unconvinced that Honda Australia's further target reductions were wholly unrelated to its switch to the Agency Model.

116 Contemporaneous documents, such as Honda Australia's 2018 business direction proposal, show that in order to maintain the viability of the Honda dealer network in Australia it was necessary to supply a minimum of 40,000 new vehicles per annum. Both McMahon and Collins conceded this point under cross-examination. I consider this strong evidence that Honda Australia would not have reduced the supply of its vehicles to the levels it did in 2020/21, let alone the levels of 2021/22 and 2022/23, had the Dealership Model remained in place.

117 Evidence from Collins shows that the reduced target of 33,000 in Ki year 2020/21 was part of a 'smooth transition' to Honda Australia's planned target of 20,000 under the Agency Model. Honda Australia believed that reducing its targets from 40,000 units per annum to 20,000 per annum was a transition that could not be achieved in a short period of time. Despite Honda Australia's submissions to the contrary, McMahon's evidence in her witness statement is to similar effect in terms of the target of 33,000 vehicles. She describes the reduction in targets for the Ki year ending March 2020 (50,000 to 45,000 units) and for the Ki year ending March 2021 (45,000 to 33,000) as being due to the reduction in the sale of loss-making vehicle models. McMahon then says 'These reductions were unrelated to the agency model and business restructure implemented in July 2021, but were necessary measures to "stop the bleeding" in the immediate term and were part of a smooth transition to the new 20,000 volume target.' I do not accept that this evidence should be interpreted in the manner which Honda Australia would have me do. I am not dissuaded from the view that the concept of being 'part of the smooth transition to the new 20,000 volume target' has to be connected with the planned introduction of the Agency Model. To my mind, all of the evidence indicates that the target of 33,000 units was an intermediate step that was at least partially motivated by Honda Australia's desire to transition over to the Agency Model without undue disruption.

118 While McMahon and Collins both gave evidence that a reduction to 33,000 units per annum may have been sustainable in the short term under the Dealership Model, later evidence from Collins regarding the Thailand floods of 2011 indicates that under such circumstances Honda Australia would had to have taken steps to offset the consequences for dealers, such as increasing the profit margins retained by dealers.

119 Brighton Automotive submits that even if supply volumes were to drop to 33,000 in the counterfactual they would, by necessity, return to 40,000 units per annum within a year or so. Honda Australia submits that this would have required discontinued models to be 'un-discontinued'. While I accept that Honda Australia would have wanted to reduce the supply and sale of loss-making vehicles even in the counterfactual, the evidence shows that Honda Australia would have taken steps to offset the consequences of any significant shortfall in supply lest the dealership network collapse. If Honda Australia did significantly reduce its supply of loss-making vehicles, it likely would have either needed to increase the supply of profit-making vehicles to compensate, or employ some other measure to offset the consequences for dealers.

120 Based on the above, I consider that Honda Australia would not have reduced its annual target to below 40,000 units until after the dealer agreements came to an end. The evidence clearly shows that this was the volume of supply needed to maintain the dealership network that prevails in the counterfactual. Even if Honda Australia wished to reduce the supply of loss-making vehicles, it likely would have had to make up for this shortfall in some way, shape or form in order to counteract any disruption to the dealership network. Methods employed in the past when there was a significant decline in supply included sourcing additional vehicles from Japan or increasing profit margins for dealers. Further, Collins gave evidence during cross-examination that a significant reduction in target sales volumes (which a reduction to 20,000 certainly was) would have been a decision that required agreement from Asian Honda. Brighton Automotive submits that no decision-maker from Asian Honda has been called as a witness and that the Court should assume that their evidence would not have assisted Honda Australia in relation to this point. I accept that submission.

121 However, this is not to say that Honda would not have experienced difficulties in maintaining this level of supply due to the effects of COVID-19 and semi-conductor shortages. This issue is discussed below.

122 To determine trends within the automotive industry, including sales volumes and margins, Brighton Automotive relies on the 'VFACTS' reports, a leading automotive industry publication prepared by Autoteam Australia Consulting Pty Ltd (VFACTS).

Brighton Automotive Holdings Pty Ltd v Honda Australia Pty Ltd

At a glance

Court

Decision date

Before

Source

Judgment (556 paragraphs)

Parties

Legislation Cited (4)

Cases Cited (19)