Clearsprings Management Ltd v (Businesslinx Ltd & Anor

Clearsprings Management Ltd v (Businesslinx Ltd & Anor

It is not necessary to imply a term giving CSM exclusivity or the right to sub-license; the only terms necessary for business efficacy are a non-exclusive, perpetual, irrevocable, royalty-free licence for CSM to use, repair, maintain, and upgrade CMIS for its business, and a restriction on BL using CSM’s proprietary...

Source-derived case information.

Parties
Claimant: Clearsprings Management Limited; Defendant: BusinessLinx Limited; Defendant: Mark Hargreaves
Jurisdiction
England and Wales
Judgment Date
14 July 2005
Procedural Posture
Civil / Judgment on Preliminary Issue
Outcome
CSM has a non-exclusive, personal, perpetual, irrevocable, royalty-free licence under the copyright in CMIS, with no right to sub-license.
Legal Topics
Copyright Ownership, Implied Terms, Software Development Contracts, Licensing, Assignment of Copyright
Intellectual Property Contract Copyright Ownership Implied Terms Software Development Contracts Licensing Assignment of Copyright

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Parties

Clearsprings Management Limited

Claimant

BusinessLinx Limited

Defendant

Mark Hargreaves

Defendant

Procedural Posture

Civil / Judgment on Preliminary Issue

Legal Issues

  1. 1 Whether there was an implied term that copyright in CMIS would be assigned or exclusively licensed to CSM
  2. 2 Whether CSM has the right to sub-license the CMIS system to third parties

Ratio Decidendi

It is not necessary to imply a term giving CSM exclusivity or the right to sub-license; the only terms necessary for business efficacy are a non-exclusive, perpetual, irrevocable, royalty-free licence for CSM to use, repair, maintain, and upgrade CMIS for its business, and a restriction on BL using CSM’s proprietary information for other purposes.

Court Disposition

CSM has a non-exclusive, personal, perpetual, irrevocable, royalty-free licence under the copyright in CMIS, with no right to sub-license.

Orders

  • CSM entitled to repair, maintain, and upgrade CMIS for its business requirements.
  • No implied obligation for BL to assign copyright or grant exclusive licence.