Fresh Trading Ltd v Deepend Fresh Recovery Ltd & Anor [2015] EWHC 52 (Ch) (26 January 2015)

Fresh Trading Ltd v Deepend Fresh Recovery Ltd & Anor [2015] EWHC 52 (Ch) (26 January 2015)

Fresh Trading Limited is the equitable owner of the copyright in the 'Dude' logo and other works created by Deepend for Fresh, as the contract between the parties, though unsigned, was binding and constituted an agreement to assign copyright upon approval of the works by Fresh. The absence of a signed contract precluded a legal assignment, but the parties' conduct and the contract terms established an equitable assignment. The obligation to allot shares was not a precondition to the transfer of copyright. The counterclaim by Deepend Fresh Recovery Limited fails as Fresh holds equitable title.

Citation
[2015] EWHC 52 (Ch)
Parties
Claimant: Fresh Trading Limited; First Defendant: Deepend Fresh Recovery Limited; Second Defendant: Andrew Thomas Robert Chappell
Jurisdiction
England and Wales
Judgment Date
26 January 2015
Procedural Posture
Intellectual Property Copyright Dispute / High Court Trial Judgment
Outcome
Claim allowed in part; declaration granted that Fresh is equitable owner of copyright; counterclaim dismissed.
Legal Topics
Copyright Ownership, Equitable Assignment, Legal Assignment, Implied Licence, Estoppel, Acquiescence, Declaratory Relief
Intellectual Property Contract Copyright Ownership Equitable Assignment Legal Assignment Implied Licence Estoppel Acquiescence +1 more

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Parties

Fresh Trading Limited

Claimant

Deepend Fresh Recovery Limited

First Defendant

Andrew Thomas Robert Chappell

Second Defendant

Procedural Posture

Intellectual Property Copyright Dispute / High Court Trial Judgment

Legal Issues

  1. 1 Whether Fresh Trading Limited is the legal or equitable owner of copyright in the 'Dude' logo and other works created by Deepend for Fresh.
  2. 2 Whether the contract between Fresh and Deepend constituted a binding agreement and effected a legal or equitable assignment of copyright.
  3. 3 Whether Fresh is entitled to an implied exclusive licence if not owner.

Ratio Decidendi

Fresh Trading Limited is the equitable owner of the copyright in the 'Dude' logo and other works created by Deepend for Fresh, as the contract between the parties, though unsigned, was binding and constituted an agreement to assign copyright upon approval of the works by Fresh. The absence of a signed contract precluded a legal assignment, but the parties' conduct and the contract terms established an equitable assignment. The obligation to allot shares was not a precondition to the transfer of copyright. The counterclaim by Deepend Fresh Recovery Limited fails as Fresh holds equitable title.

Court Disposition

Claim allowed in part; declaration granted that Fresh is equitable owner of copyright; counterclaim dismissed.

Orders

  • Declaration that Fresh Trading Limited is the equitable owner of the copyright in the 'Dude' logo and other works created by Deepend for Fresh.
  • Counterclaim by Deepend Fresh Recovery Limited dismissed.