J.J. Brooksbank Co. v. Budget Rent-a-Car Corp.

J.J. Brooksbank Co. (Brooksbank) (plaintiff) entered a 1962 licensing agreement with Budget Rent-a-Car Corp. (Budget) (defendant) under which Brooksbank operated a Budget franchise and received free customer referrals - about one-third of its total business - from Budget's telephone reservation system covering Chicago, New York, and Los Angeles. After Budget replaced that system with a centralized computer registration system in 1970, it argued its free-referral obligation was limited to the old telephone system and no longer applied; Brooksbank insisted it was still entitled to all referrals under the original agreement. Brooksbank brought a declaratory judgment action, and the trial court held it was entitled only to a ten percent reduction in referral costs under the new system, prompting its appeal.