Northrop Grumman Mission Systems Europe Ltd v BAE Systems (Al Diriyah C4I) Ltd

Northrop Grumman Mission Systems Europe Ltd v BAE Systems (Al Diriyah C4I) Ltd

Clause 5.1 of the Licence Agreement incorporates the terms of the Enabling Agreement, including Clause 10.4, which entitles BAE to terminate the Licence Agreement for convenience on 20 calendar days’ notice. Clause A2.7 does not exclude the application of Clause 10.4 to the Licence Agreement.

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 / Judgment
Outcome
Declaration granted in favour of BAE
Legal Topics
Interpretation of Contracts, Incorporation of Terms, Termination for Convenience, Software Licensing
Contract Law Commercial Law Interpretation of Contracts Incorporation of Terms Termination for Convenience Software Licensing

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Parties

Northrop Grumman Mission Systems Europe Limited

Claimant

BAE Systems (Al Diriyah C4I) Limited

Defendant

Procedural Posture

Part 8 Claim / Judgment

Legal Issues

  1. 1 Whether Clause 10.4 of the Enabling Agreement applies to the Licence Agreement to allow termination for convenience
  2. 2 Effect of Clause 5.1 of the Licence Agreement regarding incorporation of terms
  3. 3 Impact of Clause A2.7 of the Enabling Agreement on licensing arrangements

Ratio Decidendi

Clause 5.1 of the Licence Agreement incorporates the terms of the Enabling Agreement, including Clause 10.4, which entitles BAE to terminate the Licence Agreement for convenience on 20 calendar days’ notice. Clause A2.7 does not exclude the application of Clause 10.4 to the Licence Agreement.

Court Disposition

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