Independiente Ltd & Ors v Music Trading Online (HK) Ltd

Independiente Ltd & Ors v Music Trading Online (HK) Ltd

On the true construction of the settlement agreement, the appellant was contractually bound to the respondent not to do the acts which would breach the undertakings given to the court. The implication of a contractual obligation to the claimants alongside the express undertaking to the court was necessary and satisfied the officious bystander test. Therefore, breaches of the undertakings are actionable as breaches of contract as well as contempt of court.

Parties
Claimants/respondents: Independiente Ltd & Ors; Defendant/appellant: Music Trading Online (HK) Limited
Jurisdiction
England and Wales
Judgment Date
26 January 2007
Procedural Posture
Civil Appeal / Appeal From Chancery Division on a Preliminary Issue
Outcome
Appeal dismissed
Legal Topics
Implied Terms, Settlement Agreements, Copyright Infringement, Parallel Imports, Breach of Undertaking
Contract Law Intellectual Property Law Implied Terms Settlement Agreements Copyright Infringement Parallel Imports Breach of Undertaking

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Parties

Independiente Ltd & Ors

Claimants/respondents

Music Trading Online (HK) Limited

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From Chancery Division on a Preliminary Issue

Legal Issues

  1. 1 Whether breaches of undertakings given to the court pursuant to a settlement agreement are actionable as breaches of contract by the claimants, in addition to being enforceable as contempt of court.

Ratio Decidendi

On the true construction of the settlement agreement, the appellant was contractually bound to the respondent not to do the acts which would breach the undertakings given to the court. The implication of a contractual obligation to the claimants alongside the express undertaking to the court was necessary and satisfied the officious bystander test. Therefore, breaches of the undertakings are actionable as breaches of contract as well as contempt of court.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed; ruling of Underhill J on the preliminary issue affirmed.