Ellis & Ors v John Benson Ltd [2025] EWHC 2096 (KB): important decision on implication of good faith in commercial contracts

An important decision regarding the implication of terms of good faith in commercial contracts has just been handed down by the High Court.

Andrew Butler KC and Annie Higgo appeared for the Defendant in Ellis & Ors v John Benson Limited [2025] EWHC 2096 (KB), the most recent case dealing with the perpetually contentious arena of the implication of terms of good faith in commercial contracts.

The question before the Court was whether a series of franchise agreements contained implied obligations of good faith, and whether the Defendant had breached those obligations in a manner entitling the Claimant franchisees to treat themselves as discharged. The Court accepted that no such terms should be implied in law, but held that the agreements had features akin to contracts of employment, so justifying their implication in fact. This included the obligation, standard in an employment context, not to act in such a way as to seriously damage the relationship of trust and confidence.

Having so held, the Court found that some of the allegations of breach were also established, entitling the franchisees to treat themselves as discharged.

The case will be of particular interest to those practising in the franchising and commercial sphere, alongside employment practitioners.

A full digest of the case will follow.  You can read a copy of the judgment here.

 

Andrew and Annie were instructed by an excellent team at Holmes & Hills Solicitors, led by the very capable Harry Grant.