Virulite LLC v Virulite Distribution Ltd & Anor

Virulite LLC v Virulite Distribution Ltd & Anor

The DLA was contractually varied by oral agreement and conduct in early 2009 so that the £25,000 payment did not fall due until after FDA approval. Alternatively, the defendants were estopped from enforcing the original payment date. The defendants' purported termination of the DLA in January 2011 was a repudiatory breach, entitling LLC to accept the repudiation and claim damages. LLC had a real or substantial chance of successfully marketing the Device and is entitled to damages assessed at $1,900,000 plus interest.

Parties
Claimant: Virulite LLC; Defendant: Virulite Distribution Limited; Defendant: 1072 Technology Limited
Jurisdiction
England and Wales
Judgment Date
26 February 2014
Procedural Posture
Commercial Contract Dispute / Judgment After Full Trial
Outcome
Judgment for the Claimant (Virulite LLC)
Legal Topics
Contractual Variation, Waiver, Promissory Estoppel, Breach of Contract, Damages Assessment
Contract Law Commercial Law Contractual Variation Waiver Promissory Estoppel Breach of Contract Damages Assessment

Case Brief

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Parties

Virulite LLC

Claimant

Virulite Distribution Limited

Defendant

1072 Technology Limited

Defendant

Procedural Posture

Commercial Contract Dispute / Judgment After Full Trial

Legal Issues

  1. 1 Whether the Distribution and License Agreement (DLA) was contractually varied to defer a consideration payment of £25,000 until after FDA approval;
  2. 2 Whether, absent variation, the defendants waived or were estopped from enforcing the original payment date;
  3. 3 Whether the defendants' termination of the DLA was wrongful;

Ratio Decidendi

The DLA was contractually varied by oral agreement and conduct in early 2009 so that the £25,000 payment did not fall due until after FDA approval. Alternatively, the defendants were estopped from enforcing the original payment date. The defendants' purported termination of the DLA in January 2011 was a repudiatory breach, entitling LLC to accept the repudiation and claim damages. LLC had a real or substantial chance of successfully marketing the Device and is entitled to damages assessed at $1,900,000 plus interest.

Court Disposition

Judgment for the Claimant (Virulite LLC)

Orders

  • Declaration that the DLA was contractually varied to defer the £25,000 payment until after FDA approval;
  • Alternatively, declaration that the defendants were estopped from enforcing the original payment date;