Emagine Films Ltd v Mister Smith Entertainment Ltd & Anor

Emagine Films Ltd v Mister Smith Entertainment Ltd & Anor

The Term Sheet was subject to an implied term that if the producer was only willing to enter into a distribution agreement not in accordance with the Producer Term Sheet and/or clause 6, the agreement between eMagine and Mister Smith would fall away. This situation occurred, so the Term Sheet fell away and there was...

Source-derived case information.

Parties
Claimant: EMAGINE FILMS LIMITED; First Defendant: MISTER SMITH ENTERTAINMENT LIMITED; Second Defendant: ME TEEN SPIRIT LIMITED
Jurisdiction
England and Wales
Judgment Date
30 July 2019
Procedural Posture
Civil / Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Agreements to Negotiate in Good Faith, Implied Terms, Breach of Contract, Damages
Contract Law Agreements to Negotiate in Good Faith Implied Terms Breach of Contract Damages

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Parties

EMAGINE FILMS LIMITED

Claimant

MISTER SMITH ENTERTAINMENT LIMITED

First Defendant

ME TEEN SPIRIT LIMITED

Second Defendant

Procedural Posture

Civil / Judgment After Trial

Legal Issues

  1. 1 Whether the Term Sheet constituted a binding contract
  2. 2 Whether an implied term existed allowing the agreement to fall away if the producer would not accept the original terms
  3. 3 Whether Mister Smith's termination of negotiations was a breach of contract

Ratio Decidendi

The Term Sheet was subject to an implied term that if the producer was only willing to enter into a distribution agreement not in accordance with the Producer Term Sheet and/or clause 6, the agreement between eMagine and Mister Smith would fall away. This situation occurred, so the Term Sheet fell away and there was no breach of contract by Mister Smith.

Court Disposition

Claim dismissed