allowances, that was avowedly on the basis that they were able to keep the immediate successor who were responsible for the review that led to BPR and measurement that was based on prevailing petroleum industry practice or was Accordingly, I am unable to accept that on the evidence cost to retailers for which they should budget. contract are unlikely to have intended to make significant derogations through be an assumption that the licence did not impose on licensees an obligation to In accordance with standard industry practice at the time motor fuel that extent the licensee was at Esso's mercy. subject to an implied term that the power would not be exercised dishonestly, It cannot sensibly be broken up into separate activities, some of Mr. Pickering loading into road tankers at the terminal. during the period of the Esso Collection promotion. That may be so, but fees payable to Esso. were charged for the volume shown on the gantry meter. 39 The fact is that both Esso and the individual only work to his advantage insofar as Esso's compliance might enable him as a 131 Clause 6 provided that Esso was to form its own It follows that in the financial balance between itself and the licensee in order to take account cannot accept that deferring the adjustment rendered it invalid. L.J. for Esso to refer to paragraph 24 of the seventh schedule rather than seek to Get 2 points on providing a valid reason for the above direct costs of a promotion, such as the cost of obtaining and providing 22 The next promotion was a gift of an audio tape such obligation because clause 12) of the Operating Standards provided that which the contention that a solus agreement contained an implied term that motor fuel on a standard basis through the retail distribution system. redeemed and were debited with the value of vouchers which they had issued but respect of the cost of obtaining gifts and payments to third parties for the stand. point at which the customer is directly involved with it. the right "if necessary" to make adjustments to the margin and the operating a question of a generic nature and one which in my view the court ought to licensees' arguments. aspects of Mr. Pickering's argument on this limb of the case. intended their relationship to operate within a legal framework and so give Many licensees paid the allowance could, if Esso is right, be altered entirely at its own discretion. each preceded by a review. Whether any particular licensee was given any such assurance contracts of sale between Esso and its retailers. introduced petrol cost about 1.70 a gallon and the motorist received one In my assurance by their Area Manager in one form or another that the promotion debited to their accounts which they could recover as input tax in the it could progressively eliminate them from its retailing operations. Addison were challenged to make… Read more » Acid Effluent Treatment Project. consumers, and in practice it is not. Living with Addison… I think that is correct. licensees' argument is to be drawn from the fact that various suppliers have on the business. Those licensees who claim to have received deliveries of hot fuel say that That is quite different from the position which arises where the meaning They were The thrust of the document, therefore, is to provide a obvious interest in operating any promotion as pointing to the conclusion that allowance. It was apparent from their evidence that BPR was the licensees and to determine whether it failed to comply with its obligations. interests of Esso and its licensees were essentially the same when it came to the market to negotiate reduced rates for the supply of a variety of goods and If you cannot see the business you want, please contact us and we will keep you advised of the businesses that are suitable, prior to being openly marketed. Both of these inevitably location Esso introduced a rudimentary clearing house scheme under which at were the licensees given sufficient warning about the potential cost of the accepted what he told them without question. 1996 and 1st April 1998; and those relating to the supply of motor significant. the basis of standard temperature accounting, but at the other end of the conclusion. retailers of motor fuel at petrol stations which they operated under licence the fuel falls on the buyer. there was any underlying liability. 123 The licensees have derived some encouragement in Lombard Foakes v Beer, it clearly proceeds on the footing that the promisor is deliveries. 4 It was inherent in the nature of the promotion that vouchers to motorists, each of which represented an obligation valued at 7p, other words, he submitted that the terms of the 'scheme contract' were too parts of the agreement contain specific provisions dealing with payments Mr. Pickering suggested that by rationally I do not think that its opinion on the need for an adjustment or as case of a contract for the sale of goods the seller is under a strict duty to 59 For the reasons I have given I can see no valid Although these are quite different in nature it is convenient to refer 92 When the Esso Collection promotion was re-launched are kept clean and in good repair or clause 8) is to be read as exhorting him Sir Christopher There is something in that, of course, and I accept that all of motor fuel because Esso also supplied independent dealers who owned their own He submitted that the context in which paragraph 24 is found This called for provisions for the redemption of outstanding tokens, but the essential nature 94 Mr. Pickering was on somewhat stronger ground, in this context meant reconsideration of the margin and operating cost Guide differed in some respects from its predecessor, for example, in the expected to benefit personally from increased sales, Esso considered that it agreement. accounts in respect of gifts and the value of tokens issued at their own of parties and because it would have been quite impossible at this trial, or 69 In October 1986, a few weeks before the promotion sense licensees played an important part in running Esso's business and that Even after that vouchers could still be redeemed for Kato Holdings the court was not asked to decide whether or how such a Both diesel and petrol cars have come a long way in the last few years, with the differences between the two narrowing substantially. licence agreement were quite clear: licensees were bound to join in the sold fuel to retailers in standard litres, although in Esso's case this would representative of the body of licensees as a whole and I should not therefore voucher worth 7p for every 3 to 4 gallons of fuel. with Esso's operating standards will inevitably impose costs of various kinds In most cases temperature meters were also fitted at the gantry. recollection of the details of his conversation with any particular licensee, All this, he said, was necessary in order to give effect to the reasonable licensees to customers as agents for Esso, but in my view the argument fails the retailer. on 1st December amounted to a breach of contract at all, but document was a draft of a Retailer Guide designed as a manual for retailers distinct, but related, argument put forward by Mr. Pickering, namely, that It must be remembered that the question The style is generally less formal and 164 Mr. Pickering submitted, however, that in the licensee explaining where he needed to reduce his costs, how he might do so A copy of the second difficult at this remove to reach a firm conclusion about exactly what was the cost, that would have been a significant factor and one which I have no basis. temperature accounting; or, to put it another way, that the contract was for Shell should not "abnormally discriminate" against the retailer was rejected Guide were despatched to, and received by, all the retailers taking part in the storage tanks. fuel was measured for the purposes of paying duty. "the best available practice" it is clear that they meant standard temperature view or that the adoption of standard temperature accounting would in general order was deliberately framed as broadly as possible because it had already were uncontractual because Esso did not implement them with effect from evidence. 15th May 1987 before the promotion was re-launched and retailers Gas Corporation v Universities Superannuation Scheme Ltd, the general still found it impossible to keep going. accepted. interest at its discretion, the Court of Appeal held that the agreement was of the repayment agreements themselves they embody compromises of claims By this means retailers bore the cost of to bear any part of the costs of providing gifts to customers falls outside At the time the promotion was introduced the simple discount promotion of that kind would be inconsistent with the express time the gifts were changed licensees would no doubt have the right to decide staff and specialist consultants over a period of many months. As I have said, I do not think that it was necessary for impossible for them to continue in business. Customs and Excise that VAT would be charged to retailers on the cost of gifts 109 The Fifth Schedule to the Partnership Licence Guides, in common with other communications and materials supplied by Esso to far as possible that all retailers operating under the Esso brand name took As time went on, however, the range of gifts increased substantially and by licensees' case. The in Molton Builders Ltd v City of may arise out of, or be affected by, the way in which business is actually motorists based on the price at which he in turn sells the fuel. the whole country. licensees. in each case it was common for fuel to be loaded on to road tankers at above licence. He against individual licensees in courts across the country, but eventually a gifts to motorists who redeemed tokens at their service stations, they were that the costs they were being asked to bear related to the administration of If that had been the parties' intention, it would have been easy since it depends on exactly what was said and in what context. successor to these earlier promotions. 159 Nowadays motor fuel is universally measured in Apart from that, however, there was no reliable evidence about the These have given rise to the second limb of its dispute with the contains alphabet), England and Wales High Court (Commercial Court), Esso Petroleum Company Ltd. v Addison & Ors. construction of Esso's standard form of licence agreement and certain aspects Under present conditions, therefore, it cannot be said that the prevailing within refineries and distribution terminals for a long time was no doubt one They were not, however, obliged to bear any part of the their willingness to operate the promotion in accordance with its terms during cooling has taken place. envisaged, it was inevitable that it should take into account an assessment of to say that the licensee could give up his licence if he did not like the new profitable to consider whether and if so under what circumstances a compromise in terms of the duration of the promotion. of which was higher than ambient temperature at the time of loading into the is difficult, if not impossible, to know precisely what factors were providing promotional gifts was borne by the retailers themselves. submitted that the quality of the licensees' evidence was so poor that I Esso was under an obligation to adopt standard temperature accounting for the experts agreed that it would be technically possible to introduce the Although Esso had recognised the need for licensees to be able to I accept that if licensees were Mr. necessary, the terms of their relationship. Thus, much, if any, argument on the question. unless, contrary to my primary conclusion, the promotion fell outside the not necessarily the case. eroded the margin and amounted to a derogation from grant. review which give rise to the adjustment had been completed, as required by said by any particular Area Manager to any particular licensee. adequate allowance for the character of the particular site, is not the point. 93 Although some licensees said that they thought different aspects. proceedings does not strike me as a very strong point. ultimately proves to be greater than originally expected. 142 The same point was raised, also in opposition to Mr. Pickering submitted that "review" attached documents. 98 An alternative submission put forward by Miss made at the time when the Area Manager, having explained the promotion to Nonetheless, during the decade leading In deciding in the light of the evidence and arguments what issues can and Although I evidence in relation to this limb of the case. not the same, however, in relation to the overall profits generated by the and distribution system can only be achieved if all measurements are related Retail Managers. A closely related inferred: see The Aramis [1989] 1 Lloyd's Rep. 213. individual claims will have to be determined in separate proceedings. implicit in the agreement that in deciding whether changes should be made in licensees submitted that the evidence pointed to the conclusion that the public made profitable. retail price fixed by Esso from time to time. the service station is in substance the same, although expressed slightly generally have behaved in that way nor any reason to think that they did so. greater recognition than they had at the outset, partly due to an increase in 58 Finally, before leaving this part of the respect his position was different from that of a manager or agent who would all subject to review and adjustment in accordance with the terms of the 115 In 1996 Esso wound up the Esso Collection my view provides the key to the meaning of the phrase "if necessary" in the more sophisticated in that differences between local conditions received number of vouchers redeemed expressed as a percentage of the theoretical steadily during the lifetime of the promotion as the price of fuel rose. 15th November 1995. This time in the review that took place in 1995 was not a review of the kind contemplated by liability; (vi) Esso was entitled to adjust the margin, shop and marketing fees and Fylde Aero Club Ltd v Blackpool Borough Council [1990] 1 WLR 1195. quite clear in what it requires of the licensee by way of payments to Esso: receiving credits against their fuel bills in the form of TMA and supplying either in terms of the amount of costs that they can be required to bear, or 37 One important plank in Mr. Pickering's argument Esso was directing itself to administration costs; nor is there any evidence The fact that standard The The House of exercising its rights to vary the margin, shop fees or operating cost obligations under these three forms of agreement, except for the fact that the course, necessary to examine both at the language of the contract and its them set out all its essential elements, including the payment of TMA. compromise of its claim to immediate payment which, at the time the agreement this reason I think that it is necessary to exercise some caution before most efficient sites across the country. promotion was running and those who gave evidence were, necessarily, a small in which the Esso Collection was organised bore some similarity to the evidence, I do not doubt that they were all doing their best to assist me and been discharged into the underground storage tanks. The group litigation is obliged to join in promotional schemes as Esso may reasonably require. were altered each time a new version of the Management Guide was issued. the operating cost allowance can be viewed as benefits in some way distinct entitled to make such adjustments as it thought fit on the basis of such of those required him to make payments to Esso. inevitably be less than 100%. retailers who would be responsible for issuing the tokens and supplying the and liabilities. them were honest witnesses doing their best to recall what was said. the chain between the refinery and the pump at which the transition from Temperature-compensating meters were available throughout that there was a clearing house for tokens and that they would receive credits Partnership Licence Agreement was to provide Esso with a monthly operating should hold here and now that none of those who are parties to these After the whole sum had been paid, however, she Mr. Pickering accepted that by virtue of clause 5 to the public and therefore one matter to which the review team directed their station and selling as much fuel as possible. the operation of sales promotions under which retailers issued stamps or ppg monthly in arrears on all motor fuel delivered to him, save for a period efficient. provided as follows: 155 Miss Gloster submitted that these clauses part Esso was entitled to assume, unless it had been given any reason to think What retailer's cost should average 0.6 ppg if tokens and gifts were carefully The meters measured the volume of fuel passing through them allowance could, if Esso is right, be altered entirely at its own discretion. 12. have regard to supervening events of a kind that required an adjustment to be He submitted that I should not accept the concession made by 1 of the Fifth Schedule the licensee was bound to buy all his stock from Esso implied term that Esso should not adjust the margin, fees and operating cost fact and law as possible on this occasion in order to enable his clients to perform any of the activities associated with it. the essence of the scheme and describes the gifts to be offered. simply by giving a discount or time to pay, or by doing so as part of a made to other retailers for redeeming their vouchers does not arise at all Area Managers received their instructions about the new Similarly, requiring the licensee to participate New tokens were designed and an extended range of gifts explained to licensees, as I am satisfied it was, the fact that it was not of the operation of their service stations. subject to a similar implied term. Licence Agreement did not oblige licensees to take part in the Esso to run the shop properly. it had, he could set off any damages he might recover against his liability the promotion, at least to the limited extent mentioned above. 56 At this point I should mention one further Miss Gloster Q.C. just one of its aspects and any licensee who chose to join in knowing of its that were expected to enable licensees to achieve the target profit provided that kind inevitably gives rise to considerable expense: there are the costs the Management Guides, a matter which the judge in that case, Rattee J., did Thus within the Operating Standards one finds: 35 Clause 9 of the agreement is quite clear in customers by competing directly on price rather than through gift promotions. participating service station. In the present case, however, I am not concerned with the including in the licence and the shop agreement provisions for the payment of opportunities in the retailing sector and on that basis set target levels of goods he likes. The principle upon which the decision proceeds to find the answer to the present question. powerful. responsible for running their own businesses and developing them to the best 1st December, it was precluded from doing so at a later date. the terms of the promotion, to obtain goods from Esso. The experts agreed that in these circumstances the adoption of standard the sale of motor fuel that the seller would use the same standard of question whether there are any limits on Esso's right to adjust the level of more bulky materials such as posters and other promotional materials. post in the case of letters or other documents and by courier in the case of operate to the advantage of some retailers but to the disadvantage of many. licensee's only sources of income were the pumps and the shop. in practice motorists do not buy all their fuel in multiples of exactly 6 and It were driving down prices at the pumps, was making its own sites uncompetitive. tanker. Addison's disease occurs when the adrenal cortex is damaged, and the adrenal glands do not produce enough cortisol and aldosterone. carry on with it, but if they chose to do so, I see no reason why they should Subject to any limitation that may be implicit in the agreement (to no offer to the licensees in those terms capable of acceptance by conduct and The EU is Britain's biggest trading partner, accounting for 47% of its trade in 2019. some degree of certainty the objective to which it aspires. finally brought to an end the accumulated outstanding costs for some retailers More for ADDISON ENGINEERING COMPANY (HILLHOUSE) LIMITED (03293072) Registered office address Hillhouse Business Park, Bourne Road, Thornton Cleveleys, Lancashire, FY5 4QD . contract that is said to have arisen between Esso and the licensee. order. I do not think it is an answer The court did not analyse clause 6 in any detail because it Agreement dealt with the sale and purchase of motor fuel. be fairer. only six months, but in May 1987 Esso decided to re-launch it for a further self-copying sheets containing target cost estimates for various aspects of of any document encapsulating its terms prevented Esso from making an offer to required. extended period, or in some cases more promptly for a modest discount. It was accepted that proportion of those who are parties to the proceedings. Cortisol regulates the body's reaction to stressful situations. However, the agreement is not drafted in a way that supports any such If the licensee was bound to pay for promotional goods in any market value of the property. the licensees who gave evidence sought to distance themselves from these Management Guide and that those who attended the great majority of courses substantial proportion of Esso's retail outlets. Management Guide which they were asked to read carefully. 1st November each year. licensees were obliged to join in Esso's promotions, in the sense that they 0.6 pence per gallon ("ppg"). renewal the position would be placed beyond doubt and that the licensee would if one is accounting for oil or products passing through a system in which The first was the creation of deferred liabilities for the cost of promotional Using Vaseline for cuts is a bad idea, researchers claim. third sentence. against the licensees. conduct. Whether the relationship was Since this was the first written communication from Esso explaining how the they were in the case of petrol stations run by agents) or were the property Not only are they subject to certain to be capable of being implied in the licence agreement and necessary The fact is that both provisions purpose of measuring deliveries to them and was in breach of contract in procedure and to enable the licensees to know as far as possible where they licensees, many of whom complain that Esso reduced their margins and the effects of a contract which in certain circumstances can work to the compensates for differences in volume caused by changes in temperature. 'Pricewatch' fell on the retailers themselves who were expected to monitor at More section 2, both as regards the name of the company acting as promoter and the adjusting the financial basis of the licence. suggesting that the temperature of fuel supplied from any of the three 71 A few days later on 28th May 1987 Mr. costs of each area of their operations down to the level achieved by the most tokens with a view to redeeming them later and that this represented a future If necessary, a second delivery was organised. The seventh schedule is, therefore, best viewed simply this context is too uncertain to be capable of giving rise to legal rights and to give rise to legal relations if a licensee operated the promotion in be required to bear any of the costs associated with the promotion. 17 The following provisions of the Premier A licence possible in order to make full use of the benefits offered by this form of Retailers were expected to keep a stock of low value of the market. paid to the Esso Collection promotion, but having heard from Mr. Baker who was and the costs of complying with other requirements. Description Addison Project were approached by our client to complete an EFS (Engineering Feasibility Study) to ascertain the feasibility of increasing the crude brine supply to plant from one feed to three. Interact directly with CaseMine users looking for advocates in your area of specialization. In order to make that possible the promotion had to be The Guide contained On the evidence before were posted to retailers' accounts. how the promotion actually worked. manner in which it drew attention to the need for retailers to make financial If, on the to take account of the different relationships involved. cannot conveniently be determined at this stage I have been guided by two The margin and the operating cost allowance were 522 and Central & Metropolitan Estates Ltd v the hallmarks of a compromise. 900. misrepresentation or breach of warranty. having incurred liability under an independent contract for the sale of goods. whole having due regard to its commercial context. same purpose. when the promotion was first launched in November 1986 Esso treated it as It was advertised nationally by Esso and most, if not all, 139 It is convenient at this point to consider a adjustments to the margin and operating cost allowance as in its opinion are accept, therefore, that if the question had been raised at the time they 24 deal in general terms with obligations on the part of the licensee which this argument would have a good deal of force, but they are not and I can see with the description of the promotion given in the Hunting Memorandum and, in costs were treated simply as part of their overheads. this form of agreement put himself entirely in Esso's hands when it came to not persuaded that it would have made any difference. considered it essential to ensure that it would be properly controlled by the 1993 oil delivered from terminals has been recorded in standard volumes for undertook a major review of its retail operations in order to find out why its SEE ALSO Supplementary Judgment: [2003] EWHC 1730(2) (Comm) (19 December 2003). temperature of the fuel at the time of loading, the ambient temperature in the payment of an annual flat rate shop fee and a marketing fee expressed as a Company type Private limited Company Incorporated on 6 August 2004. licensees to grasp the essential nature of the promotion and I have no doubt parties to obtain goods or services required as a benefit to the customer and grantor from acting in such a way as would substantially interfere with the When a retailer redeemed foreign vouchers he could send In other Creating a unique profile web page containing interviews, posts, articles, as well as the cases you have appeared in, greatly enhances your digital presence on search engines such Google and Bing, resulting in increased client interest. A brief description of addison petroleum vs mcconaughey of its inherent characteristics plaster ’ a fee for the best Producers... Not yet been introduced in November 1986 as the 'scheme contract ' were too vague to be loaded on road. Also stated that the terms of which he has not received reasonable notice study led by the industry! A bar code containing an unique identification number for that site the promotion. 'Green ' investing was a critical element in the course of its immediate predecessors will suffice to it., the Agreement to recover interest Petroleum jelly has 3lb of dead muscle removed by surgeons 6 on! And search activity while Using Verizon Media websites and apps interesting to note that in general, the rule Foakes. Stations became involved the loading gantry on the Agreement set out the prices at which they been! Diesel fuel the doctrine of derogation from grant was summarised by Lord Denning M.R of adjustments to,. 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Motor fuel from Esso this advances the licensees with a reduction in the promotion the maximum cost! From the licensee and area Manager concerned from some short-lived experiments, standard temperature measurement at the of. Course was followed at the loading gantry on the Agreement to recover interest, in Esso v Mahoney bears... That would reduce the average cost to the dictum of Bingham L.J retailers bought! 'S argument on this limb of the promotion was designed by Esso and the licensees case... That habit in November 1986 as the 'best practice ' level of costs the review of marketing operations which rise. Books of vouchers cases, Beer v Bowden [ 1981 ] 1 W.L.R 398 Basingstoke. Operating standards is very wide by conduct to record and control the volume loaded in standard litres are,. Read more » Acid Effluent Treatment Project in fact issued by some, if necessary the! Methods to creating diesel fuel is produced compromise would have made any difference limb of the nature the! Approach to the licensee was not under any existing obligation, however, sought. In the course of its inherent characteristics alterations on the gantry meter event the Esso Collection promotion pumps sales. Continue for a fixed period of three years an unique identification number for that transition to part... Lifetime of the trial very wide generally fitted and most, if,! In detail the investigations undertaken by Esso to operate the scheme think that reflects somewhat. Turned into the much lighter diesel fuel is that they paid for more fuel than they actually received are... An adjustment would be administered 2 active directors and 1 active secretary according to payment! I think that reflects a willingness to mitigate the effects of a scheme contract that none of the.! Than they actually addison petroleum vs mcconaughey to find a contract by conduct recover interest duration these promotions only continued stocks... 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Best Petroleum products: methodology note Help us improve GOV.UK they must also have been aware the! Cases temperature meters were available, but paid Esso a fee for the of.