Destra Software Ltd v Comada (UK) LLP & Ors

Destra Software Ltd v Comada (UK) LLP & Ors

The Consultancy Agreement, though unsigned by Destra, became binding through conduct: Destra invoiced and accepted payment under its terms. Clause 7 assigned copyright to Comada Cayman. Even absent the Consultancy Agreement, the collaborative nature, business model, and implied terms require copyright ownership to reside with Comada Cayman, not individual contributors. Destra’s claim fails both on express and implied contractual grounds.

Parties
Claimant: Destra Software Ltd; Defendant: Comada (UK) LLP; Defendant: Comada Limited; Defendant: MAT Services Limited; Defendant: Gertrud Keazor; Defendant: Christopher John Mitchell; Defendant: Robert David Mitchell
Jurisdiction
England and Wales
Judgment Date
11 June 2013
Procedural Posture
Civil / Judgment on Preliminary Issues
Outcome
Claim dismissed
Legal Topics
Copyright Ownership, Software Development Agreements, Implied Terms, Licensing, Assignment of Intellectual Property
Intellectual Property Contract Law Copyright Ownership Software Development Agreements Implied Terms Licensing Assignment of Intellectual Property

Case Brief

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Parties

Destra Software Ltd

Claimant

Comada (UK) LLP

Defendant

Comada Limited

Defendant

MAT Services Limited

Defendant

Gertrud Keazor

Defendant

Christopher John Mitchell

Defendant

Robert David Mitchell

Defendant

Procedural Posture

Civil / Judgment on Preliminary Issues

Legal Issues

  1. 1 Who owns the copyright in the MAT:share software?
  2. 2 Did Comada Cayman have only a restricted licence or full ownership?
  3. 3 Was the Consultancy Agreement binding between Destra and Comada Cayman?

Ratio Decidendi

The Consultancy Agreement, though unsigned by Destra, became binding through conduct: Destra invoiced and accepted payment under its terms. Clause 7 assigned copyright to Comada Cayman. Even absent the Consultancy Agreement, the collaborative nature, business model, and implied terms require copyright ownership to reside with Comada Cayman, not individual contributors. Destra’s claim fails both on express and implied contractual grounds.

Court Disposition

Claim dismissed

Orders

  • Ownership and licensing issues determined against Destra
  • No relief granted to Destra