BMS Computer Solutions Ltd v AB Agri Ltd [2010] EWHC 464 (Ch) (10 March 2010)

BMS Computer Solutions Ltd v AB Agri Ltd [2010] EWHC 464 (Ch) (10 March 2010)

The Variation Agreement did not override Clause 5.2 of the Licence Agreement; the licence to use MillMaster was conditional on maintaining the Support Agreement. Termination of the Support Agreement by the Defendant also terminated the licence. The Flixborough mill, as non-organic growth, required a new licence agreement under Clause 4(c) of the Variation Agreement, regardless of aggregate tonnage.

Citation
[2010] EWHC 464 (Ch)
Parties
Claimant: BMS Computer Solutions Limited; Defendant: AB Agri Limited
Jurisdiction
England and Wales
Judgment Date
10 March 2010
Procedural Posture
Commercial Contract Dispute (summary Judgment Application) / High Court (chancery Division) Summary Judgment
Outcome
Judgment for the Claimant (BMS) on both issues.
Legal Topics
Software Licensing, Contract Interpretation, Termination of Contracts, Novation and Variation of Agreements, Summary Judgment
Contract Law Commercial Law Intellectual Property Software Licensing Contract Interpretation Termination of Contracts Novation and Variation of Agreements Summary Judgment

Case Brief

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Parties

BMS Computer Solutions Limited

Claimant

AB Agri Limited

Defendant

Procedural Posture

Commercial Contract Dispute (summary Judgment Application) / High Court (chancery Division) Summary Judgment

Legal Issues

  1. 1 Whether the grant of a 'perpetual licence' in the Variation Agreement supersedes the requirement to maintain a Support Agreement under the Licence Agreement (Clause 5.2)
  2. 2 Whether the Defendant is obliged to secure a further licence agreement for use of MillMaster at the Flixborough mill

Ratio Decidendi

The Variation Agreement did not override Clause 5.2 of the Licence Agreement; the licence to use MillMaster was conditional on maintaining the Support Agreement. Termination of the Support Agreement by the Defendant also terminated the licence. The Flixborough mill, as non-organic growth, required a new licence agreement under Clause 4(c) of the Variation Agreement, regardless of aggregate tonnage.

Court Disposition

Judgment for the Claimant (BMS) on both issues.

Orders

  • Declaration that the Defendant's licence to use MillMaster terminated upon termination of the Support Agreement.
  • Declaration that the Defendant is obliged to negotiate a new licence agreement for use of MillMaster at the Flixborough mill.