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MARS INC. VS M&M Meat shops
Abhinav Menon
Bella Yu
Analysis
Plaintiff & Defendant
Plaintiff
Defendant
Mars was aware of M&M Meat’s arrangement with Mac’s from a newspaper article
M&M Meat entered into an arrangement with Mac’s Convenience Stores Inc.
entered into a Settlement Agreement
March 7, 1995
September 2005
In 2001
March 2003
November 1999
change content of paragraph three
the Settlement Agreement has been amended
In your opinion, which obligations are unfair to M&M Meat?
-In 2001, M&M meat shops entered into an agreement with Mac’s convenience stores to become an M&M meat franchisee
- Franchisor = M&M Franchisee = Mac's
-Since 2001, 15 franchise agreements are made between M&M and Mac. Stores in Ontario, Alberta and Quebec
-14 of 15 Mac’s locations are near the premises of a M&M shop.
"Premises" means the area of operation for the franchised business
-In September 2005, Mars found out about the agreement between M&M and Mac.
-They believed this was a violation of paragraph 3 of the Settlement Agreement (Restricted products) and decided to commence action via an application.
FOCUS AREAS
PARAGRAPH 3 SPECIFICS
Ventas Inc. v. Sunrise Senior Living Reit (2007)
the Court of Appeal considered the interpretation of an asset purchase agreement
a) gives meaning to all of its terms and avoids an interpretation that would render one or more of its terms ineffective
b) determining the intention of the parties in accordance with the language they have used in the written document and based upon the presumption that they have intended what they have said
c) without reference to extent there is any ambiguity in the contract
d) follows sound commercial principles and good business sense
JUDGE'S BREAKDOWN OF SITUATION
Do you think Mars is being too restrictive/unreasonable with the wording of paragraph 3?
There is a main counter behind which M&M Meat products are primarily located
This counter is the point of sale
cannot purchase M&M Meat Shop products from Mac’s cashiers (and vice-versa)
wear uniforms of the colour and type prescribed by M&M Meat identifying them as an employee of the M&M Meat Shop.
1. Do you agree with judge's decision?
2. What would you have changed about the settlement agreement in order to prevent the dispute?