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Case Note: KCL Law success in Multifaceted Contractual Dispute

Dec 5, 2023

KCL Law recently represented Pentana Solutions in a case that unfolded in the County Court of Victoria. The case, Jowett Motor Group Pty Ltd v Pentana Solutions Pty Ltd (No 2) [2023] VCC 1916, involved a substantial amount of documents and legal intricacies, as reported on austlii.edu.au.

The case was complex and covered various issues, including breach of contract, contractual interpretation, valid variation of contract, misleading and deceptive conduct, and the enforceability of a contractual early termination fee.

Judgment in the case was handed down on 3 November 2023 and despite the complexity, KCL Law and Pentana Solutions’ legal team achieved a favourable outcome.


Jowett Motor Group Pty Ltd (JMG), who operates motor vehicle dealerships in Victoria and South Australia, brought the case against Pentana Solutions, a provider of integrated software for motor vehicle dealerships. The dispute centred around the installation of a dealer management system supplied and installed by Pentana. JMG’s allegations included breaches of various terms of a Master License Agreement (MLA ) asserting failures to rectify defects, errors and incidents which JMG had notified, and disruptions to its business, as well as claims related to termination of the MLA and misleading conduct relating to the Australian Consumer Law.

Pentana denied the alleged breaches, challenged the termination by JMG, disputed the validity of the alleged variation of the MLA, and rejected claims of misleading conduct. It also asserted an entitlement to a termination fee, following the MLA termination; a point contested by JMG who alleged, amongst other things, that the termination fee was a penalty and unenforceable.


Judge Ryan’s findings were as follows:

  • JMG’s contract claim failed due to a lack of proof of Pentana’s breach of specific clauses in the MLA.
  • The alternative claim of entitlement to terminate and recover license fees under an alleged variation of the MLA was not established.
  • The accusation of misleading and deceptive conduct was not upheld.
  • JMG’s termination of the MLA was deemed unlawful, leading to a repudiation accepted by Pentana, who elected to terminate the MLA entitling it to damages.
  • The termination fee was considered valid and not a penalty, and Pentana was entitled to it in full, along with outstanding fees under the MLA.

KCL Law’s team, led by Jeremy Goldman, Principal Lawyer, Lauren Buckley, Special Counsel and Arnie Vijayakumar, Senior Associate, worked closely the client to achieve the successful outcome.

As a full-service firm with a broad commercial litigation practice, KCL Law welcomes inquiries about this case or commercial disputes in general.