Filmflex Movies Ltd v Piksel Ltd [2015] EWHC 426 (Ch) (24 February 2015)

Filmflex Movies Ltd v Piksel Ltd [2015] EWHC 426 (Ch) (24 February 2015)

FilmFlex is contractually entitled to delivery up of the source code and related documentation by Piksel and to require Piksel to procure delivery up from the escrow agent. This entitlement arises under clause 9.10.5 of the MSA (triggered by appointment of a third party developer), clause 9.11 (right of access includes right to a copy), and by implication from the ownership and licence provisions in clauses 9.1 and 9.2. The Escrow Agreement does not override these bespoke contractual rights.

Citation
[2015] EWHC 426 (Ch)
Parties
Claimant: FilmFlex Movies Limited; Defendant: Piksel Limited
Jurisdiction
England and Wales
Judgment Date
24 February 2015
Procedural Posture
Commercial Contract Dispute / Expedited Trial of Preliminary Issue
Outcome
Judgment for the Claimant (FilmFlex) on the preliminary issue.
Legal Topics
Software Escrow, Source Code Delivery, Breach of Contract, Interpretation of Commercial Agreements
Contract Law Intellectual Property Software Escrow Source Code Delivery Breach of Contract Interpretation of Commercial Agreements

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Parties

FilmFlex Movies Limited

Claimant

Piksel Limited

Defendant

Procedural Posture

Commercial Contract Dispute / Expedited Trial of Preliminary Issue

Legal Issues

  1. 1 Whether FilmFlex is entitled to delivery up of source code and documentation under the Master Services Agreement (MSA) and Escrow Agreement
  2. 2 Whether Piksel is obliged to procure release of source code from escrow upon FilmFlex's appointment of a third party developer
  3. 3 Whether FilmFlex has a direct right to a copy of the source code from Piksel under the MSA

Ratio Decidendi

FilmFlex is contractually entitled to delivery up of the source code and related documentation by Piksel and to require Piksel to procure delivery up from the escrow agent. This entitlement arises under clause 9.10.5 of the MSA (triggered by appointment of a third party developer), clause 9.11 (right of access includes right to a copy), and by implication from the ownership and licence provisions in clauses 9.1 and 9.2. The Escrow Agreement does not override these bespoke contractual rights.

Court Disposition

Judgment for the Claimant (FilmFlex) on the preliminary issue.

Orders

  • Piksel is required to deliver up a copy of the source code and related documentation to FilmFlex.
  • Piksel is required to procure the release of the source code and Source Control Database from the escrow agent (NCC) to FilmFlex.