Millen v Karen Millen Fashions Ltd & Anor [2016] EWHC 2104 (Ch) (16 August 2016)

Millen v Karen Millen Fashions Ltd & Anor [2016] EWHC 2104 (Ch) (16 August 2016)

The restrictive covenants in the SPA are enforceable to the extent that they protect the legitimate interests of the purchaser in the goodwill of the KAREN MILLEN business, but their scope is determined by the language of the SPA as interpreted in light of the factual matrix at the time of contracting. The Claimant's proposed use and registration of the marks 'KAREN' and 'KAREN MILLEN' outside the UK/EU, and her proposed business activities in the US and China, must be assessed against the SPA's terms, particularly clauses 5.1.4, 5.1.6, and 5.1.7. The Defendants' rights to enforce the covenants depend on their derivation from the SPA and their current interests. The SPA's jurisdiction...

Citation
[2016] EWHC 2104 (Ch)
Parties
Claimant: Karen Denise Millen; First Defendant: Karen Millen Fashions Limited; Second Defendant: Mosaic Fashions US Limited
Jurisdiction
England and Wales
Judgment Date
16 August 2016
Procedural Posture
Intellectual Property/contract Dispute / High Court Trial Judgment
Outcome
Declarations granted in part; some relief refused; injunctions and damages subject to findings on specific SPA clauses; further relief as per detailed order.
Legal Topics
Trade Marks, Restrictive Covenants, Contractual Interpretation, Restraint of Trade, Negative Declarations, Jurisdiction Clauses
Intellectual Property Contract Law Trade Marks Restrictive Covenants Contractual Interpretation Restraint of Trade Negative Declarations Jurisdiction Clauses

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Parties

Karen Denise Millen

Claimant

Karen Millen Fashions Limited

First Defendant

Mosaic Fashions US Limited

Second Defendant

Procedural Posture

Intellectual Property/contract Dispute / High Court Trial Judgment

Legal Issues

  1. 1 Whether restrictive covenants in the SPA are enforceable by the Defendants and to what extent
  2. 2 Whether the Claimant's use or registration of certain trade marks breaches the SPA
  3. 3 Whether the Claimant's proposed business activities in the USA and China breach the SPA

Ratio Decidendi

The restrictive covenants in the SPA are enforceable to the extent that they protect the legitimate interests of the purchaser in the goodwill of the KAREN MILLEN business, but their scope is determined by the language of the SPA as interpreted in light of the factual matrix at the time of contracting. The Claimant's proposed use and registration of the marks 'KAREN' and 'KAREN MILLEN' outside the UK/EU, and her proposed business activities in the US and China, must be assessed against the SPA's terms, particularly clauses 5.1.4, 5.1.6, and 5.1.7. The Defendants' rights to enforce the covenants depend on their derivation from the SPA and their current interests. The SPA's jurisdiction...

Court Disposition

Declarations granted in part; some relief refused; injunctions and damages subject to findings on specific SPA clauses; further relief as per detailed order.

Orders

  • Negative declarations as to the enforceability and scope of restrictive covenants in the SPA granted in part
  • Declarations regarding trade mark use and registration granted/refused as per judgment