Virulite LLC v Virulite Distribution Ltd & Anor [2014] EWHC 366 (QB) (26 February 2014)

Virulite LLC v Virulite Distribution Ltd & Anor [2014] EWHC 366 (QB) (26 February 2014)

The DLA was contractually varied in early 2009 to delay the £25,000 payment until FDA approval. Alternatively, the defendants waived or were estopped from relying on non-payment as grounds for termination. The notice of termination was invalid, and the defendants' purported termination was a repudiatory breach. LLC had a real or substantial chance of making profits, and damages were assessed accordingly.

Citation
[2014] EWHC 366 (QB)
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 / High Court Trial Judgment
Outcome
Judgment for the claimant
Legal Topics
Contract Variation, Waiver, Promissory Estoppel, Termination of Contract, Damages Assessment
Contract Law Commercial Law Contract Variation Waiver Promissory Estoppel Termination 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 / High Court Trial Judgment

Legal Issues

  1. 1 Whether the Distribution and License Agreement (DLA) was contractually varied to delay the £25,000 payment until FDA approval
  2. 2 Whether the defendants were estopped or had waived their right to terminate for non-payment
  3. 3 Whether the notice of termination was valid under the DLA

Ratio Decidendi

The DLA was contractually varied in early 2009 to delay the £25,000 payment until FDA approval. Alternatively, the defendants waived or were estopped from relying on non-payment as grounds for termination. The notice of termination was invalid, and the defendants' purported termination was a repudiatory breach. LLC had a real or substantial chance of making profits, and damages were assessed accordingly.

Court Disposition

Judgment for the claimant

Orders

  • Declaration that the DLA was contractually varied to delay the £25,000 payment until FDA approval
  • Declaration that the defendants' termination was a repudiatory breach