Hanger Holdings v Perlake Corporation SA & Anor

Hanger Holdings v Perlake Corporation SA & Anor

Perlake was in persistent and material breach of the 2003 Agreement by failing to provide financial statements and transaction details, and these breaches were irremediable as the records did not exist. Upon valid termination by HH, an equitable interest in the domain name and goodwill vested in HH. The Loan Agreement relied on by Mr Croft was a sham, created after the fact, and did not deprive HH of its equitable interest. A domain name is intangible personal property under English law, capable of equitable ownership and assignment.

Parties
Claimant: Hanger Holdings; First Defendant: Perlake Corporation SA; Second Defendant: Simon Croft
Jurisdiction
England and Wales
Judgment Date
19 January 2021
Procedural Posture
Civil / Judgment After Trial
Outcome
Judgment for the Claimant
Legal Topics
Material Breach of Contract, Equitable Interests in Domain Names, Assignment of Intangible Property, Liquidation and Dissolution of Foreign Companies, Anti Deprivation Principle
Contract Law Intellectual Property Law Insolvency Law Material Breach of Contract Equitable Interests in Domain Names Assignment of Intangible Property Liquidation and Dissolution of Foreign Companies Anti Deprivation Principle

Case Brief

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Parties

Hanger Holdings

Claimant

Perlake Corporation SA

First Defendant

Simon Croft

Second Defendant

Procedural Posture

Civil / Judgment After Trial

Legal Issues

  1. 1 Whether Perlake was in material and irremediable breach of the 2003 Agreement entitling HH to terminate and reclaim the domain name and goodwill
  2. 2 Whether a domain name is intangible personal property capable of equitable ownership
  3. 3 Whether the Loan Agreement was genuine and effective to transfer the domain name to Mr Croft prior to termination

Ratio Decidendi

Perlake was in persistent and material breach of the 2003 Agreement by failing to provide financial statements and transaction details, and these breaches were irremediable as the records did not exist. Upon valid termination by HH, an equitable interest in the domain name and goodwill vested in HH. The Loan Agreement relied on by Mr Croft was a sham, created after the fact, and did not deprive HH of its equitable interest. A domain name is intangible personal property under English law, capable of equitable ownership and assignment.

Court Disposition

Judgment for the Claimant

Orders

  • Declaration that HH is entitled to call for the assignment of the domain name and goodwill (Trade Mark) from Mr Croft
  • Order for transfer of the domain name and goodwill to HH