Kason Kek-Gardner Ltd v Process Components Ltd

Kason Kek-Gardner Ltd v Process Components Ltd

The PCL agreement transferred to PCL the IPR used in the Mucon and Spares businesses as at the completion date; KGL did not acquire the disputed IPR. Disclosure of the licence agreement to Kason was a breach of the confidentiality clause, which, under the contract, constituted a non-remediable material breach entitling PCL to terminate the licence immediately. The implication of a term permitting such disclosure was not necessary for business efficacy and was not so obvious as to go without saying.

Parties
Appellant: Kason Kek-Gardner Limited; Respondent: Process Components Limited
Jurisdiction
England and Wales
Judgment Date
14 December 2017
Procedural Posture
Civil Appeal / Appeal From High Court Judgment
Outcome
appeal dismissed
Legal Topics
Interpretation of Contracts, Assignment of Intellectual Property Rights, Termination of Licence Agreements, Implied Terms, Confidentiality Clauses
Contract Law Intellectual Property Interpretation of Contracts Assignment of Intellectual Property Rights Termination of Licence Agreements Implied Terms Confidentiality Clauses

Case Brief

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Parties

Kason Kek-Gardner Limited

Appellant

Process Components Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From High Court Judgment

Legal Issues

  1. 1 Whether KGL acquired any intellectual property rights (IPR) formerly belonging to KPTL under the KGL agreement
  2. 2 Whether KGL is estopped from asserting acquisition of such rights
  3. 3 Whether PCL validly terminated the licence agreement for breach of confidentiality

Ratio Decidendi

The PCL agreement transferred to PCL the IPR used in the Mucon and Spares businesses as at the completion date; KGL did not acquire the disputed IPR. Disclosure of the licence agreement to Kason was a breach of the confidentiality clause, which, under the contract, constituted a non-remediable material breach entitling PCL to terminate the licence immediately. The implication of a term permitting such disclosure was not necessary for business efficacy and was not so obvious as to go without saying.

Court Disposition

appeal dismissed

Orders

  • The appeal is dismissed; the order of the High Court stands.