Process Components Ltd v Kason Kek-Gardner Ltd

Process Components Ltd v Kason Kek-Gardner Ltd

The PCL Sale Agreement did not transfer all KPTL’s IP to PCL, but only that used in the Mucon and Spares business; however, KGL is estopped from denying PCL’s ownership of the relevant IP due to the parties’ conduct and the terms of the Licence Agreement. KGL’s disclosure of the Licence Agreement to Kason was a non-remediable material breach, entitling PCL to terminate the Licence Agreement immediately. Rectification was not available as KPTL was not before the court and there was insufficient evidence of intention at the time of contract.

Parties
Claimant: Process Components Limited; Defendant: Kason Kek-Gardner Limited
Jurisdiction
England and Wales
Judgment Date
05 September 2016
Procedural Posture
Commercial/ip Dispute / Judgment After Trial
Outcome
Judgment for the claimant (PCL)
Legal Topics
Assignment of IP Rights, Interpretation of Contracts, Rectification, Estoppel, Breach and Termination of Licence Agreements
Intellectual Property Contract Law Commercial Law Assignment of IP Rights Interpretation of Contracts Rectification Estoppel Breach and Termination of Licence Agreements

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 11 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Process Components Limited

Claimant

Kason Kek-Gardner Limited

Defendant

Procedural Posture

Commercial/ip Dispute / Judgment After Trial

Legal Issues

  1. 1 Who acquired the intellectual property rights from Kemutec Powder Technologies Limited in 2009?
  2. 2 Was the Licence Agreement between PCL and KGL validly terminated?
  3. 3 Is KGL estopped from denying PCL's ownership of the IP?

Ratio Decidendi

The PCL Sale Agreement did not transfer all KPTL’s IP to PCL, but only that used in the Mucon and Spares business; however, KGL is estopped from denying PCL’s ownership of the relevant IP due to the parties’ conduct and the terms of the Licence Agreement. KGL’s disclosure of the Licence Agreement to Kason was a non-remediable material breach, entitling PCL to terminate the Licence Agreement immediately. Rectification was not available as KPTL was not before the court and there was insufficient evidence of intention at the time of contract.

Court Disposition

Judgment for the claimant (PCL)

Orders

  • KGL is permanently estopped from denying PCL’s ownership of the relevant IP.
  • The Licence Agreement has been validly terminated by PCL.