Hanger Holdings v Perlake Corporation SA & Anor [2021] EWHC 81 (Ch) (19 January 2021)

Hanger Holdings v Perlake Corporation SA & Anor [2021] EWHC 81 (Ch) (19 January 2021)

Perlake was in persistent, material, and irremediable breach of the 2003 Agreement by failing to provide required financial information and commission. Upon valid termination by HH, an equitable interest in the Domain Name and Trade Mark vested in HH. The Loan Agreement relied on by Mr Croft was a sham, created after the fact, and did not defeat HH's equitable interest. A domain name is intangible personal property under English law, capable of supporting an equitable interest.

Citation
[2021] EWHC 81 (Ch)
Parties
Claimant: Hanger Holdings; First Defendant: Perlake Corporation SA; Second Defendant: Simon Croft
Jurisdiction
England and Wales
Judgment Date
19 January 2021
Procedural Posture
High Court Chancery Division Business List (ch D) / Judgment After Trial
Outcome
Claim allowed
Legal Topics
Material Breach of Contract, Termination of Contract, Equitable Interest in Domain Names, Goodwill and Trade Marks, Loan Agreement Validity, Anti Deprivation Principle, Property Status of Domain Names
Contract Law Intellectual Property Law Company Law Material Breach of Contract Termination of Contract Equitable Interest in Domain Names Goodwill and Trade Marks Loan Agreement Validity +2 more

Case Brief

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Parties

Hanger Holdings

Claimant

Perlake Corporation SA

First Defendant

Simon Croft

Second Defendant

Procedural Posture

High Court Chancery Division Business List (ch D) / Judgment After Trial

Legal Issues

  1. 1 Whether Perlake was in material and irremediable breach of the 2003 Agreement
  2. 2 Whether Hanger Holdings validly terminated the 2003 Agreement and acquired an equitable interest in the Domain Name and Trade Mark
  3. 3 Whether the Loan Agreement between Perlake and Mr Croft was genuine and effective to transfer the Domain Name to Mr Croft

Ratio Decidendi

Perlake was in persistent, material, and irremediable breach of the 2003 Agreement by failing to provide required financial information and commission. Upon valid termination by HH, an equitable interest in the Domain Name and Trade Mark vested in HH. The Loan Agreement relied on by Mr Croft was a sham, created after the fact, and did not defeat HH's equitable interest. A domain name is intangible personal property under English law, capable of supporting an equitable interest.

Court Disposition

Claim allowed

Orders

  • Declaration that Hanger Holdings is entitled to ownership of the Domain Name and Trade Mark as against Simon Croft
  • Order for assignment of the Domain Name and Trade Mark to Hanger Holdings