Northrop Grumman Mission Systems Europe Ltd v BAE Systems (Al Diriyah C4I) Ltd [2014] EWHC 2955 (TCC) (08 September 2014)

Northrop Grumman Mission Systems Europe Ltd v BAE Systems (Al Diriyah C4I) Ltd [2014] EWHC 2955 (TCC) (08 September 2014)

Clause 5.1 of the Licence Agreement incorporated the terms of the Enabling Agreement, including Clause 10.4, such that BAE was entitled to terminate the Licence Agreement for convenience on 20 days' notice. Clause A2.7 did not exclude the application of Clause 10.4. The commercial context and nature of the agreement...

Source-derived case information.

Citation
[2014] EWHC 2955 (TCC)
Parties
Claimant: Northrop Grumman Mission Systems Europe Limited; Defendant: BAE Systems (Al Diriyah C4I) Limited
Jurisdiction
England and Wales
Judgment Date
08 September 2014
Procedural Posture
Part 8 Claim (technology and Construction Court) / Judgment After Two Day Hearing
Outcome
Claim dismissed. Declaration granted in favour of BAE.
Legal Topics
Interpretation of Contracts, Incorporation of Terms by Reference, Termination for Convenience, Software Licensing Agreements
Contract Law Commercial Law IT Law Interpretation of Contracts Incorporation of Terms by Reference Termination for Convenience Software Licensing Agreements

Source-derived case record

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 16 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Northrop Grumman Mission Systems Europe Limited

Claimant

BAE Systems (Al Diriyah C4I) Limited

Defendant

Procedural Posture

Part 8 Claim (technology and Construction Court) / Judgment After Two Day Hearing

Legal Issues

  1. 1 Whether Clause 10.4 of the Enabling Agreement (termination for convenience) applied to the Licence Agreement via Clause 5.1
  2. 2 Whether Clause A2.7 of the Enabling Agreement excluded the application of Clause 10.4 to the Licence Agreement
  3. 3 Whether BAE was entitled to terminate the Licence Agreement for convenience

Ratio Decidendi

Clause 5.1 of the Licence Agreement incorporated the terms of the Enabling Agreement, including Clause 10.4, such that BAE was entitled to terminate the Licence Agreement for convenience on 20 days' notice. Clause A2.7 did not exclude the application of Clause 10.4. The commercial context and nature of the agreement did not preclude such termination.

Court Disposition

Claim dismissed. Declaration granted in favour of BAE.

Orders

  • Declaration that BAE was entitled to terminate the Licence Agreement for convenience on 20 calendar days' notice under Clause 10.4 of the Enabling Agreement.