Tough CA v SPS (Holdings) Ltd [1998] ScotCS 95 (8 December 1998)

Tough CA v SPS (Holdings) Ltd [1998] ScotCS 95 (8 December 1998)

The royalty agreement does not extend to hire or rental transactions; royalties are only due on sales or equivalent supply transactions as defined in the agreement. The creation of an associated leasing company (Doorguard) does not entitle the pursuer to further royalties beyond the initial supply. References to evidence obtained via commission and affidavits are irrelevant and incompetent in pleadings. Averments of fraud are irrelevant as they pertain only to prescription, which is otherwise addressed.

Citation
[1998] ScotCS 95
Parties
Pursuer: Graham Cameron Tough, C.A.; Defender: SPS (Holdings) Limited
Jurisdiction
Scotland
Judgment Date
08 December 1998
Procedural Posture
Civil (count, Reckoning and Payment) / Procedure Roll (pleadings Debate)
Outcome
Partly allowed; irrelevant averments deleted; proof before answer allowed on remaining issues.
Legal Topics
Royalty Agreements, Interpretation of Contracts, Corporate Veil, Prescription (limitation), Pleading Standards
Contract Law Company Law Intellectual Property Royalty Agreements Interpretation of Contracts Corporate Veil Prescription (limitation) Pleading Standards

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Parties

Graham Cameron Tough, C.A.

Pursuer

SPS (Holdings) Limited

Defender

Procedural Posture

Civil (count, Reckoning and Payment) / Procedure Roll (pleadings Debate)

Legal Issues

  1. 1 Whether the royalty agreement covers hire/rental transactions as well as sales.
  2. 2 Whether the pursuer is entitled to royalties from transactions by an associated company (SPS Doorguard Ltd).
  3. 3 Whether references to evidence obtained via commission and affidavit are competent in pleadings.

Ratio Decidendi

The royalty agreement does not extend to hire or rental transactions; royalties are only due on sales or equivalent supply transactions as defined in the agreement. The creation of an associated leasing company (Doorguard) does not entitle the pursuer to further royalties beyond the initial supply. References to evidence obtained via commission and affidavits are irrelevant and incompetent in pleadings. Averments of fraud are irrelevant as they pertain only to prescription, which is otherwise addressed.

Court Disposition

Partly allowed; irrelevant averments deleted; proof before answer allowed on remaining issues.

Orders

  • Delete averments relating to rental, commission evidence, affidavit, and sub-contracting to Doorguard from the pleadings.
  • Repel defenders' seventh plea-in-law (prescription).