Michael Penhallurick v MD5 Limited

Michael Penhallurick v MD5 Limited

The Court held that the November 2008 agreement, construed objectively in light of the factual matrix, operated as an assignment of all copyright in the VFC software and related works created by the appellant during his employment, including any future copyright. The language of the agreement, the context of disputed ownership, and the consideration provided by the bonus payment supported this construction. As a result, the respondent owned all relevant copyright, and the appellant's claim for infringement failed.

Parties
Appellant: Michael Penhallurick; Respondent: MD5 Limited
Jurisdiction
England and Wales
Judgment Date
02 December 2021
Procedural Posture
Civil Appeal / Appeal From High Court (ipec) to Court of Appeal
Outcome
appeal dismissed
Legal Topics
Copyright Ownership, Assignment of Copyright, Employment Created Works, Interpretation of Assignment Agreements
Intellectual Property Employment Law Copyright Ownership Assignment of Copyright Employment Created Works Interpretation of Assignment Agreements

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Parties

Michael Penhallurick

Appellant

MD5 Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From High Court (ipec) to Court of Appeal

Legal Issues

  1. 1 Who owns the copyright in the VFC software and related works?
  2. 2 Did the November 2008 agreement operate as an assignment of copyright from the appellant to the respondent?
  3. 3 Were the works created in the course of employment or prior to employment?

Ratio Decidendi

The Court held that the November 2008 agreement, construed objectively in light of the factual matrix, operated as an assignment of all copyright in the VFC software and related works created by the appellant during his employment, including any future copyright. The language of the agreement, the context of disputed ownership, and the consideration provided by the bonus payment supported this construction. As a result, the respondent owned all relevant copyright, and the appellant's claim for infringement failed.

Court Disposition

appeal dismissed

Orders

  • Appellant's appeal dismissed
  • Respondent entitled to order for delivery up of copies of software in appellant's possession if requested