Industry Number Management Services Ltd. v. Objectif Telecommunications Ltd. [2001] NSWSC 97

Industry Number Management Services Ltd. v. Objectif Telecommunications Ltd. [2001] NSWSC 97

INMS was entitled to a declaration or order reflecting that clause 4.8 of the IPA Deed required delivery of copies of the Objectif Software source code, but INMS was not entitled to use those source codes merely because the subcontract had been terminated or because Objectif would not provide services for no remuneration. Clause 4.6 would be triggered only if INMS offered Objectif the same payment as would have been made under the subcontract and Objectif was then unwilling or unable to provide the relevant support or other services.

Jurisdiction
Australia
Judgment Date
16 February 2001
Procedural Posture
Contract Dispute Concerning Software Intellectual Property Rights and Delivery of Source Codes / Hearing of Claim for Declaration and Consequential Relief; Matter Stood Over for Orders
Outcome
INMS was held entitled to a declaration and possibly an order giving effect to clause 4.8, while Objectif was held entitled to a declaration or order ensuring that the source code was used only if clause 4.6 was satisfied; the matter was stood over.
Legal Topics
['software Development and Maintenance Agreements' 'subcontract Termination' 'assignment and Licensing of Intellectual Property Rights' 'delivery of Source Code' 'construction of Contractual Clauses' 'equitable Relief']
['contract' 'intellectual Property' 'equity'] ['software Development and Maintenance Agreements' 'subcontract Termination' 'assignment and Licensing of Intellectual Property Rights' 'delivery of Source Code' 'construction of Contractual Clauses' 'equitable Relief']

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Procedural Posture

Contract Dispute Concerning Software Intellectual Property Rights and Delivery of Source Codes / Hearing of Claim for Declaration and Consequential Relief; Matter Stood Over for Orders

Legal Issues

  1. 1 ['Whether INMS was entitled under the IPA Deed to delivery up of source codes for the Objectif Software as defined in the subcontract.' 'Whether clause 4.4 of the IPA Deed entitled INMS to delivery up and use of the relevant source codes.' 'Whether clause 4.8 of the IPA Deed required delivery of Objectif Software source codes before clause 4.6 was activated.' 'Whether Objectif was unwilling or unable to provide support or other services within clause 4.6 of the IPA Deed.' 'Whether INMS could use the source codes if Objectif was prepared to provide support services on appropriate terms.']

Ratio Decidendi

INMS was entitled to a declaration or order reflecting that clause 4.8 of the IPA Deed required delivery of copies of the Objectif Software source code, but INMS was not entitled to use those source codes merely because the subcontract had been terminated or because Objectif would not provide services for no remuneration. Clause 4.6 would be triggered only if INMS offered Objectif the same payment as would have been made under the subcontract and Objectif was then unwilling or unable to provide the relevant support or other services.

Court Disposition

INMS was held entitled to a declaration and possibly an order giving effect to clause 4.8, while Objectif was held entitled to a declaration or order ensuring that the source code was used only if clause 4.6 was satisfied; the matter was stood over.

Orders

  • ['Matter stood over to 9.30 next Wednesday.']