BMS Computer Solutions Ltd v AB Agri Ltd

BMS Computer Solutions Ltd v AB Agri Ltd

The Variation Agreement's use of 'perpetual' in Clause 4(a) means a licence of indefinite duration, not one incapable of termination. Clause 5.2 of the Licence Agreement remains operative, so termination of the Support Agreement also terminates the licence. The Flixborough mill represents non-organic growth, requiring a new licence and support agreement under Clause 4(c) of the Variation Agreement.

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
Outcome
Judgment for BMS Computer Solutions Limited on both issues.
Legal Topics
Software Licensing, Contract Interpretation, Termination of Agreements, Novation, Support Agreements
Contract Law Commercial Law Intellectual Property Software Licensing Contract Interpretation Termination of Agreements Novation Support Agreements

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Parties

BMS Computer Solutions Limited

Claimant

AB Agri Limited

Defendant

Procedural Posture

Commercial Contract Dispute / Summary Judgment Application

Legal Issues

  1. 1 Whether the grant of a 'perpetual licence' in the Variation Agreement overrides the termination provisions of the Licence Agreement, specifically Clause 5.2
  2. 2 Whether the Defendant is obliged to secure a further licence agreement from BMS for use of MillMaster at the Flixborough mill

Ratio Decidendi

The Variation Agreement's use of 'perpetual' in Clause 4(a) means a licence of indefinite duration, not one incapable of termination. Clause 5.2 of the Licence Agreement remains operative, so termination of the Support Agreement also terminates the licence. The Flixborough mill represents non-organic growth, requiring a new licence and support agreement under Clause 4(c) of the Variation Agreement.

Court Disposition

Judgment for BMS Computer Solutions Limited on both issues.

Orders

  • The parties to make further submissions regarding the appropriate form of order after seeing the judgment.