King's / Queen's Bench Division of the High Court

KB-2021-000741 - [2025] EWHC 2096 (KB)

Fecha: 06-Ago-2025

MR JUSTICE FREEDMAN

SECTION NUMBER	SUBJECT	PARAGRAPH NUMBER
I	Introduction	1 – 3
II	The preliminary issues	4 – 7
III	The parties	8 – 13
IV	The witnesses (a) Mr Benson (b) The Claimants	14 – 23 24 – 29
V	The history of the driving school	30 – 33
VI	Various features of the relationship (a) JBL’s franchise agreements (b) Terms of the agreements (c) Independent business or control (d) Extension of agreements (e) Collaboration, Communication and cooperation	34 – 39 40 – 48 49 – 61 62 – 72 73 – 79
VII	The alleged breaches of contract	80 – 82
VIII	The Represented Claimants (a) The First Claimant: Mr Ellis (b) The Second Claimant: Mr Hayward (c) The Third Claimant: Mr Monk (d) The Fifth Claimant: Mr Robins (e) The Sixth Claimant: Ms Rusted (f) The Seventh Claimant: Mr Stubbings (g) The Eighth Claimant: Ms Summers (h) The Ninth Claimant: Mr Szatkowski (i) The Tenth Claimant: Mr Chapman (j) The Eleventh Claimant: Ms Newell/Cherry (k) The Twelfth Claimant: Mr Dzierzanowski (l) The Thirteenth Claimant: Ms George (m) The Fifteenth Claimant: Mr Maples (n) The Sixteenth Claimant: Ms Newman (o) The Eighteenth Claimant: Mr Tanfield (p) The Nineteenth Claimant: Ms Thornton (q) The Twentieth Claimant: Ms Freeman	83 84 – 89 90 – 93 94 – 99 100 – 105 106 -116 117 – 122 123 – 126 127 - 134 135 - 138 139 – 149 150 – 155 156 – 161 162 – 164 165 – 177 178 – 180 181 – 187 188 - 190
IX	The Claimants’ non-party witnesses	191 – 195
X	JBL’s witnesses in addition to Mr Benson	196 – 203
XI	The first preliminary issue: Implied terms (a) The case law regarding the nature of franchise agreements (b) The more recent cases on franchise agreements (c) Do the instant franchise agreements have hallmarks of an employment relationship? (d) Case law relevant to alleged implied terms (e) Code of ethics (f) Commonwealth cases (g) Implied term in fact (h) Implied term of law (i) The scope of the implied terms (j) JBL’s further reflections on implied terms	204 – 207 208 – 211 212 – 216 217 – 248 249 – 265 266 – 268 269 – 277 278 – 291 292 – 300 301 – 314 315 – 321
XII	The second preliminary issue: breach of express or implied terms (a) Introduction (b) Derogatory comments and racism (c) Insulting and abusing franchisees (d) Assessing the evidence regarding racism generally (e) Abusive and intimidating environment (f) Other examples of abusive and controlling conduct (g) Boasting about actions against instructors and guarantors (PC para. 10(ii)) (h) Not permitting franchisees to have their mobile numbers on their vehicles (PC para. 10(xv) (i) Breaches relating to COVID (j) The insistence on the payment of the franchise fees (k) Increase in the length of the franchise agreements	322 – 327 328 – 337 338 – 340 341 – 345 346 – 351 352 – 354 355 – 368 369 – 378 379 380 – 394 395 – 421
XIII	Alleged breaches by reference to the business model (a) Setting prices for lessons (b) Recruiting increasing numbers of instructors: PC para. 10(xii) (c) Causing franchisees to incur expenses outside their area (PC paras. 10(xiii), 10(xiv)) (d) The taxation allegations (e) The extensions of the contracts which did take place to create longer terms (f) Conclusions on breach of contract	422 – 425 426 – 443 444 445 – 446 447 – 456 457 458
XV	The third preliminary issue: were the contracts, or any of them, lawfully discharged, and if so by whom? (a) Repudiatory breach (b) The chronology about termination of the franchise agreements (c) The law about election to terminate or to affirm (d) Application of the law to the facts	459 460 – 475 476 – 487 488 – 495 496 – 506
XVI	Conclusion	507 - 509

MR JUSTICE FREEDMAN:

I Introduction

This is a dispute between the Defendant, a driving school (“JBL”), and the Claimants, twenty driving instructors, who were former franchisees of JBL. The case raises an issue as to whether the franchise relationship was based on expectations of trust and confidence going beyond an ordinary commercial relationship under which the parties owed a duty to conduct themselves in good faith and to deal fairly with one another. It was the case of the Claimants among other things that JBL's managing director Mr. John Benson created an abusive and intimidating environment in which each of the claimants found it intolerable to continue to work for JBL. It is their case that JBL was in breach of each of the franchise agreements in the way in which each of the franchisees respectively were treated by JBL.

In late 2020, each of the Claimants terminated their contracts with JBL alleging that they were entitled to do so because of breaches of those implied terms. JBL denies that the contracts were subject to the implied terms alleged and denies breaches in any event. It contends that the Claimants had no right to terminate their contracts with JBL and that their terminations amounted to repudiatory breaches giving rise to counterclaims in damages.

The battleground is therefore that the Claimants seek declarations that their terminations were lawful and that they are discharged from their franchise agreements with JBL. JBL says that the terminations were unlawful and themselves amounted to breaches of contract. It counterclaims damages under contract or at common law comprising “the sum which would have been payable by way of franchise fees and other charges had the agreement not been terminated as a consequence of your breach.” It is this which explains the very large sums counterclaimed against the franchisees in many cases several tens of thousands of pounds, in some cases over £100,000 and in one case, more or less than £300,000 (depending on how the damages were calculated).