Softlanding Systems, Inc v KDP Software Ltd & Anor [2010] EWHC 326 (TCC) (26 February 2010)

Softlanding Systems, Inc v KDP Software Ltd & Anor [2010] EWHC 326 (TCC) (26 February 2010)

The court held that the 1995 agreement did not impose perpetual obligations on KDP to provide source code or maintenance support beyond the term of the agreement and any current maintenance licences. There was no evidence of a fixed fee royalty agreement post-2000; royalties remained payable on a percentage basis as per the original agreement. The claimant was not entitled to transfer of ownership of the software or source code. The defendant was not in breach of contract as alleged. The claimant's application for amendment and for transfer of ownership was refused. The injunction was continued until judgment, but the defendant's application to discharge it for lack of clean hands was...

Citation
[2010] EWHC 326 (TCC)
Parties
Claimant: SoftLanding Systems, Inc; Defendant: KDP Software Limited; Third Party: Unicom Systems, Inc
Jurisdiction
England and Wales
Judgment Date
26 February 2010
Procedural Posture
Commercial/technology Dispute / Final Judgment After Trial
Outcome
Claim dismissed; counterclaim allowed in part
Legal Topics
Breach of Contract, Software Licensing, Copyright Infringement, Injunctions, Maintenance Obligations, Royalties, Implied Terms, Assignment of Rights
Contract Law Intellectual Property Commercial Law Breach of Contract Software Licensing Copyright Infringement Injunctions Maintenance Obligations +3 more

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Parties

SoftLanding Systems, Inc

Claimant

KDP Software Limited

Defendant

Unicom Systems, Inc

Third Party

Procedural Posture

Commercial/technology Dispute / Final Judgment After Trial

Legal Issues

  1. 1 Whether the 1995 written agreement and its terms continued to govern the parties' relationship after expiry in 1998 by implication, waiver, or estoppel
  2. 2 Whether the defendant breached contractual obligations regarding provision of source code, royalties, and maintenance support
  3. 3 Whether the claimant is entitled to transfer of ownership of software source codes and copyrights

Ratio Decidendi

The court held that the 1995 agreement did not impose perpetual obligations on KDP to provide source code or maintenance support beyond the term of the agreement and any current maintenance licences. There was no evidence of a fixed fee royalty agreement post-2000; royalties remained payable on a percentage basis as per the original agreement. The claimant was not entitled to transfer of ownership of the software or source code. The defendant was not in breach of contract as alleged. The claimant's application for amendment and for transfer of ownership was refused. The injunction was continued until judgment, but the defendant's application to discharge it for lack of clean hands was...

Court Disposition

Claim dismissed; counterclaim allowed in part

Orders

  • Claimant's claim for transfer of ownership and damages dismissed
  • Defendant's counterclaim for injunction restraining copyright infringement granted