University of Sydney v ObjectiVision Pty Limited [2019] FCA 1625

University of Sydney v ObjectiVision Pty Limited [2019] FCA 1625

The licensing agreements between the University and ObjectiVision were validly terminated, first by failure of a condition precedent (assignment of patents), failure to seek and obtain required consent before entering a binding agreement with a majority shareholder, and failure to pay outstanding invoices after notice. The University did not withhold consent unreasonably given insufficient demonstrated resources by Hamisa; ObjectiVision did not establish causation entitling it to reliance damages. Ownership of copyright in OPERA v2.3 was fractionally established at best, but no substantial part was copied or materially reproduced in TERRA. No breach of confidentiality was made out.

Jurisdiction
Australia
Judgment Date
02 October 2019
Procedural Posture
Commercial (civil) Intellectual Property Dispute / Final Trial/hearing and Judgment on Contract, Copyright, Confidential Information Claims
Outcome
University’s claim upheld; ObjectiVision’s cross claim dismissed.
Legal Topics
['termination of Licensing Agreements' 'breach of Contract' 'estoppel' 'reliance Damages' 'ownership and Authorship of Copyright in Software' 'materiality of Copyright Infringement' 'implied Licence' 'shareholders’ Agreement Duties']
['contract Law' 'equity' 'intellectual Property Law' 'copyright Law'] ['termination of Licensing Agreements' 'breach of Contract' 'estoppel' 'reliance Damages' 'ownership and Authorship of Copyright in Software' 'materiality of Copyright Infringement' 'implied Licence' 'shareholders’ Agreement Duties']

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Procedural Posture

Commercial (civil) Intellectual Property Dispute / Final Trial/hearing and Judgment on Contract, Copyright, Confidential Information Claims

Legal Issues

  1. 1 ['Whether the University validly terminated the licensing agreements under the Heads of Agreement and/or for non-payment under the licensing agreements' 'Whether ObjectiVision breached preconditions (assignment of patents, consultation, seeking consent) under the Heads of Agreement' 'Whether the University withheld consent unreasonably' 'Whether the Shareholders’ Agreement imposed obligations breached by the University (duty of cooperation, good faith, best endeavours, or notification)' 'Whether ObjectiVision was entitled to reliance damages' 'Whether ObjectiVision could establish estoppel preventing University from relying on performance criteria' 'Whether ObjectiVision held copyright in OPERA v2.3, and whether infringement occurred through TERRA and Visionsearch' 'Whether any confidential information of ObjectiVision was misused']

Ratio Decidendi

The licensing agreements between the University and ObjectiVision were validly terminated, first by failure of a condition precedent (assignment of patents), failure to seek and obtain required consent before entering a binding agreement with a majority shareholder, and failure to pay outstanding invoices after notice. The University did not withhold consent unreasonably given insufficient demonstrated resources by Hamisa; ObjectiVision did not establish causation entitling it to reliance damages. Ownership of copyright in OPERA v2.3 was fractionally established at best, but no substantial part was copied or materially reproduced in TERRA. No breach of confidentiality was made out.

Court Disposition

University’s claim upheld; ObjectiVision’s cross claim dismissed.

Orders

  • ['Parties to confer and provide draft short minutes of order to effect the judgment conclusions within 21 days, with any points of difference marked up.' 'Submissions as to costs or final orders to be filed/served within 21 days; responses allowed within 14 days; reply within 7 days.' 'Absent request for oral...