Northrop Grumman Missions Systems Europe Ltd v BAE Systems (AL Diriyah C4I) Ltd

Northrop Grumman Missions Systems Europe Ltd v BAE Systems (AL Diriyah C4I) Ltd

Clause 5.1 of the Licence Agreement incorporated the terms of the Enabling Agreement, including clause 10.4, such that the Licence Agreement was terminable for convenience by the Purchaser on 20 days' notice. There was no inconsistency between the nature of the Licence Agreement and the right of early termination,...

Source-derived case information.

Parties
Appellant: Northrop Grumman Mission Systems Europe Limited; Respondent: BAE Systems (Al Diriyah C4I) Limited
Jurisdiction
England and Wales
Judgment Date
30 July 2015
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Incorporation by Reference, Termination for Convenience, Contractual Construction
Contract Law Commercial Law Incorporation by Reference Termination for Convenience Contractual Construction

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Parties

Northrop Grumman Mission Systems Europe Limited

Appellant

BAE Systems (Al Diriyah C4I) Limited

Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether clause 10.4 of the Enabling Agreement, allowing termination for convenience, was incorporated into and governed the Licence Agreement by virtue of clause 5.1
  2. 2 Whether the Licence Agreement could be terminated for convenience by the Purchaser on 20 days' notice
  3. 3 Whether clause A.2.7 of Annex A to the Enabling Agreement excluded the application of termination provisions to the Licence Agreement

Ratio Decidendi

Clause 5.1 of the Licence Agreement incorporated the terms of the Enabling Agreement, including clause 10.4, such that the Licence Agreement was terminable for convenience by the Purchaser on 20 days' notice. There was no inconsistency between the nature of the Licence Agreement and the right of early termination, and clause A.2.7 did not exclude the application of termination provisions to the Licence Agreement.

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed.