Lifestyle Equities CV & Anor v Hornby Street (MCR) Ltd & Ors [2022] EWCA Civ 51 (26 January 2022)

Lifestyle Equities CV & Anor v Hornby Street (MCR) Ltd & Ors [2022] EWCA Civ 51 (26 January 2022)

By majority, the Court of Appeal held that Californian law, as the governing law of the 1997 Agreement, applies to the question of whether the appellants are bound by the arbitration clause. Under Californian law, the arbitration clause is a burden that passes with the assignment of the trade marks and binds the appellants as assignees, regardless of their knowledge of the agreement. The appeal was therefore dismissed and the stay of proceedings upheld.

Citation
[2022] EWCA Civ 51
Parties
Claimant/appellant: Lifestyle Equities C.V.; Claimant/appellant: Lifestyle Licensing B.V.; Defendant/respondent: Hornby Street (MCR) Limited; Defendant/respondent: Regency Trading Limited; Defendant/respondent: Santa Barbara Polo Club; Defendant/respondent: SB Members LLC; Defendant/respondent: Toqir Abbas; Defendant/respondent: Arunkumar Devji Pindoria; Defendant/respondent: Joanne Claire Swift; Defendant/respondent: Santa Barbara Polo & Racquet Club
Jurisdiction
England and Wales
Judgment Date
26 January 2022
Procedural Posture
Appeal / Court of Appeal Judgment on Appeal From High Court (ipec)
Outcome
Appeal dismissed (by majority)
Legal Topics
Trade Mark Assignment, Arbitration Agreements, Binding Effect on Non Signatories, Equitable Estoppel, Choice of Law, Passing Off
Intellectual Property Arbitration Conflict of Laws Trade Mark Assignment Arbitration Agreements Binding Effect on Non Signatories Equitable Estoppel Choice of Law +1 more

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Parties

Lifestyle Equities C.V.

Claimant/appellant

Lifestyle Licensing B.V.

Claimant/appellant

Hornby Street (MCR) Limited

Defendant/respondent

Regency Trading Limited

Defendant/respondent

Santa Barbara Polo Club

Defendant/respondent

SB Members LLC

Defendant/respondent

Toqir Abbas

Defendant/respondent

Arunkumar Devji Pindoria

Defendant/respondent

Joanne Claire Swift

Defendant/respondent

Santa Barbara Polo & Racquet Club

Defendant/respondent

Procedural Posture

Appeal / Court of Appeal Judgment on Appeal From High Court (ipec)

Legal Issues

  1. 1 Whether assignees of trade marks are bound by an arbitration clause in a prior co-existence agreement to which they were not original parties
  2. 2 Whether English law or Californian law governs the question of binding effect of the arbitration clause on assignees
  3. 3 Whether equitable estoppel under Californian law precludes the appellants from denying they are bound by the arbitration clause

Ratio Decidendi

By majority, the Court of Appeal held that Californian law, as the governing law of the 1997 Agreement, applies to the question of whether the appellants are bound by the arbitration clause. Under Californian law, the arbitration clause is a burden that passes with the assignment of the trade marks and binds the appellants as assignees, regardless of their knowledge of the agreement. The appeal was therefore dismissed and the stay of proceedings upheld.

Court Disposition

Appeal dismissed (by majority)

Orders

  • Stay of proceedings against the appellants upheld pursuant to section 9 of the Arbitration Act 1996