Filmflex Movies Ltd v Piksel Ltd

Filmflex Movies Ltd v Piksel Ltd

On the true construction of the MSA and Escrow Agreement, and in the events which have happened, FilmFlex is entitled to delivery up of the source code by Piksel and to require Piksel to procure delivery up of the source code by NCC. The appointment of a third party developer by FilmFlex triggered the right under clause 9.10.5. Clause 9.11 entitles FilmFlex to a copy of the source code upon request, and the combination of ownership and licence under clauses 9.1 and 9.2 also implies such entitlement.

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

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Parties

FilmFlex Movies Limited

Claimant

Piksel Limited

Defendant

Procedural Posture

Commercial/contractual Dispute / Judgment on Preliminary Issue After Expedited Trial

Legal Issues

  1. 1 Whether FilmFlex is entitled to delivery up of source code and related documentation under the MSA and Escrow Agreement
  2. 2 Whether the appointment of a third party developer by FilmFlex triggered a right to source code delivery under clause 9.10.5 of the MSA
  3. 3 Whether clause 9.11 of the MSA entitles FilmFlex to a copy of the source code upon request

Ratio Decidendi

On the true construction of the MSA and Escrow Agreement, and in the events which have happened, FilmFlex is entitled to delivery up of the source code by Piksel and to require Piksel to procure delivery up of the source code by NCC. The appointment of a third party developer by FilmFlex triggered the right under clause 9.10.5. Clause 9.11 entitles FilmFlex to a copy of the source code upon request, and the combination of ownership and licence under clauses 9.1 and 9.2 also implies such entitlement.

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 NCC to deliver up the source code and Source Control Database to FilmFlex.