Artpower Ltd v Bespoke Couture Ltd & Ors [2005] EWCA Civ 981 (28 July 2005)

Artpower Ltd v Bespoke Couture Ltd & Ors [2005] EWCA Civ 981 (28 July 2005)

The Court of Appeal upheld the trial judge's finding that no misrepresentation was made by Bespoke or Mr Boateng regarding the termination of the Debenhams and BMB agreements, and that Artpower's assumption was not based on any representation. The payment of £150,000 was not conditional on cessation of O-Z label...

Source-derived case information.

Citation
[2005] EWCA Civ 981
Parties
Claimant: Artpower Limited; Defendant: Bespoke Couture Limited; Defendant: Ozwald Boateng; First Part 20 Defendant: Marchpole Holdings Limited; First Part 20 Defendant: Michael Morris
Jurisdiction
England and Wales
Judgment Date
28 July 2005
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Appeal and Cross Appeal From High Court
Outcome
Appeal dismissed; cross-appeal allowed in part.
Legal Topics
Misrepresentation, Construction of Contract, Restrictive Covenants, Injunctions, Licensing Agreements
Contract Law Commercial Law Intellectual Property Misrepresentation Construction of Contract Restrictive Covenants Injunctions Licensing Agreements

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Summary, issues, holding and outcome

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Parties

Artpower Limited

Claimant

Bespoke Couture Limited

Defendant

Ozwald Boateng

Defendant

Marchpole Holdings Limited

First Part 20 Defendant

Michael Morris

First Part 20 Defendant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Appeal and Cross Appeal From High Court

Legal Issues

  1. 1 Whether the side agreement was induced by misrepresentation regarding termination of Debenhams and BMB agreements
  2. 2 Whether payment of £150,000 under the side agreement was conditional on cessation of O-Z label sales by 31 August 2003
  3. 3 Whether Mr Boateng/Bespoke agreed to terminate Debenhams and BMB agreements by 31 August 2003

Ratio Decidendi

The Court of Appeal upheld the trial judge's finding that no misrepresentation was made by Bespoke or Mr Boateng regarding the termination of the Debenhams and BMB agreements, and that Artpower's assumption was not based on any representation. The payment of £150,000 was not conditional on cessation of O-Z label sales by 31 August 2003, but was due upon actual conclusion of the agreements, defined as when sales and royalties ceased. The restrictive covenant in the licence agreement did not prohibit Bespoke from selling out-of-season goods at Bicester Village at genuine sale prices, provided these were not manufactured primarily for that outlet. The sale of 'Special Purchases' at Bicester...

Court Disposition

Appeal dismissed; cross-appeal allowed in part.

Orders

  • Artpower's appeal on misrepresentation and payment issues dismissed.
  • Bespoke's cross-appeal on Bicester Village outlet allowed; injunction not granted against sale of genuine surplus goods at Bicester.