URICA LIBRARY SYSTEMS BV v SANDERSON COMPUTERS PTY LTD [1997] NSWCA 326

URICA LIBRARY SYSTEMS BV v SANDERSON COMPUTERS PTY LTD [1997] NSWCA 326

The definition of 'System' and its incorporation into 'Net Invoice Price' means that five percent royalty under cl4.1(a)(1) applies only when an integrated equipment system necessary for operation of the Licensed Software is supplied with it; whereas, if only Licensed Software and operating system or RDBMS software are supplied, a fifteen percent royalty under cl4.1(a)(2) is payable.

Parties
Appellant: Urica Library Systems BV; Respondent: Sanderson Computers Pty Ltd
Jurisdiction
Australia
Judgment Date
02 October 1997
Procedural Posture
Appeal / Supreme Court of NSW Court of Appeal Decision on Appeal From Commercial Division
Outcome
Appeal allowed
Legal Topics
Construction of Contract, Royalty Calculation, Commission Calculation, Software Distribution Agreement, Definition of Equipment
Contracts Construction of Contract Royalty Calculation Commission Calculation Software Distribution Agreement Definition of Equipment

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Parties

Urica Library Systems BV

Appellant

Sanderson Computers Pty Ltd

Respondent

Procedural Posture

Appeal / Supreme Court of NSW Court of Appeal Decision on Appeal From Commercial Division

Legal Issues

  1. 1 Proper construction of cl4.1(a) of the Software Distribution Agreement regarding royalty and commission calculations

Ratio Decidendi

The definition of 'System' and its incorporation into 'Net Invoice Price' means that five percent royalty under cl4.1(a)(1) applies only when an integrated equipment system necessary for operation of the Licensed Software is supplied with it; whereas, if only Licensed Software and operating system or RDBMS software are supplied, a fifteen percent royalty under cl4.1(a)(2) is payable.

Court Disposition

Appeal allowed

Orders

  • Declarations by Rolfe J set aside
  • Declaration that respondent must pay 15% royalty when supplying Licensed Software together only with operating system software and/or relational database management system software (cl4.1(a)(2))