QRS Sciences Ltd v BTG International Ltd

QRS Sciences Ltd v BTG International Ltd

Clause 14.4, as drafted, only applied to abandonment, not assignment, but should be rectified for unilateral mistake because BTG, through its conduct and representations, led QRS to believe the clause covered assignments as well. BTG's offers did not comply with the rectified clause because they were invitations to treat, not contractual offers. No binding agreement was reached at the 16 March 2004 meeting.

Parties
Claimant: QRS Sciences Limited; Defendant: BTG International Limited
Jurisdiction
England and Wales
Judgment Date
15 April 2005
Procedural Posture
Civil (contractual Dispute) / Judgment After Trial
Outcome
Judgment substantially in favour of QRS; clause 14.4 to be rectified for unilateral mistake; BTG's offers did not comply with clause 14.4 as rectified; no binding agreement at 16 March 2004 meeting.
Legal Topics
Rectification of Contract, Unilateral Mistake, Interpretation of Contractual Clauses, Patent Licensing, Rights of First Refusal
Contract Law Intellectual Property Law Rectification of Contract Unilateral Mistake Interpretation of Contractual Clauses Patent Licensing Rights of First Refusal

Case Brief

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Parties

QRS Sciences Limited

Claimant

BTG International Limited

Defendant

Procedural Posture

Civil (contractual Dispute) / Judgment After Trial

Legal Issues

  1. 1 Whether clause 14.4 of the Licence Agreement required BTG to offer assignment of patents to QRS prior to assignment to a third party or only prior to abandonment
  2. 2 Whether clause 14.4 should be rectified for unilateral mistake
  3. 3 Whether BTG's letters of 10 March 2004 and 8/9 April 2004 complied with clause 14.4 as rectified

Ratio Decidendi

Clause 14.4, as drafted, only applied to abandonment, not assignment, but should be rectified for unilateral mistake because BTG, through its conduct and representations, led QRS to believe the clause covered assignments as well. BTG's offers did not comply with the rectified clause because they were invitations to treat, not contractual offers. No binding agreement was reached at the 16 March 2004 meeting.

Court Disposition

Judgment substantially in favour of QRS; clause 14.4 to be rectified for unilateral mistake; BTG's offers did not comply with clause 14.4 as rectified; no binding agreement at 16 March 2004 meeting.

Orders

  • Clause 14.4 of the Licence Agreement is to be rectified to apply to assignments as well as abandonment, in the terms proposed by QRS.
  • BTG is restrained from assigning the patents to any third party without first making a contractual offer to QRS in compliance with clause 14.4 as rectified.