Oak Investment Partners XII Ltd Partnership v Boughtwood & Ors [2009] EWHC 641 (Ch) (27 March 2009)

Oak Investment Partners XII Ltd Partnership v Boughtwood & Ors [2009] EWHC 641 (Ch) (27 March 2009)

The deed was intended by both PML and QED to create a debt of £750,000 in return for the assignment of IPR; the statement of receipt of consideration was a mistake and does not preclude recovery. There was no genuine shared assumption that the sum had been paid, so estoppel does not apply. The deed is capable of rectification to reflect the true intention.

Citation
[2009] EWHC 641 (Ch)
Parties
Petitioner: Oak Investment Partners XII, Limited Partnership; First Respondent: Martin Boughtwood; Second Respondent: Andrew Boughtwood; Third Respondent: Stephen Bennett; Fourth Respondent: QED Group Limited
Jurisdiction
England and Wales
Judgment Date
27 March 2009
Procedural Posture
Company Law Petition / Post Trial Supplemental Judgment
Outcome
Debt of £750,000 is owed by QED to PML for the assignment of IPR.
Legal Topics
Debt Arising From Assignment of Intellectual Property, Rectification of Deed, Estoppel by Deed, Estoppel by Convention
Company Law Contract Law Debt Arising From Assignment of Intellectual Property Rectification of Deed Estoppel by Deed Estoppel by Convention

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Parties

Oak Investment Partners XII, Limited Partnership

Petitioner

Martin Boughtwood

First Respondent

Andrew Boughtwood

Second Respondent

Stephen Bennett

Third Respondent

QED Group Limited

Fourth Respondent

Procedural Posture

Company Law Petition / Post Trial Supplemental Judgment

Legal Issues

  1. 1 Whether QED Group Limited owes PML £750,000 as a debt for the assignment of intellectual property rights
  2. 2 Whether the deed's statement of receipt of consideration precludes recovery of the sum
  3. 3 Whether estoppel by deed or estoppel by convention applies

Ratio Decidendi

The deed was intended by both PML and QED to create a debt of £750,000 in return for the assignment of IPR; the statement of receipt of consideration was a mistake and does not preclude recovery. There was no genuine shared assumption that the sum had been paid, so estoppel does not apply. The deed is capable of rectification to reflect the true intention.

Court Disposition

Debt of £750,000 is owed by QED to PML for the assignment of IPR.

Orders

  • QED Group Limited owes PML £750,000 as a debt for the assignment of intellectual property rights.