Tough CA v SPS Holdings Ltd [2000] ScotCS 46 (25 February 2000)

Tough CA v SPS Holdings Ltd [2000] ScotCS 46 (25 February 2000)

Products leased or hired do not fall within 'supplied for money or money's worth' in Clause 6.1 of the royalty agreement, as the definition of 'Net Sales Value' refers only to sales value and not to periodic payments. Doorguard is a separate legal entity from the defenders, and there is no factual basis to treat its dealings as those of the defenders. The pursuer's averments regarding damages for licensing or sub-contracting to Doorguard are irrelevant.

Citation
[2000] ScotCS 46
Parties
Pursuer and Reclaimer: Graham Cameron Tough, C. A., permanent trustee on the sequestrated estates of Ronald William Watt; Defenders and Respondents: S. P. S. (Holdings) Limited
Jurisdiction
Scotland
Judgment Date
25 February 2000
Procedural Posture
Reclaiming Motion (appeal) in Civil Action / Appeal Against Interlocutor Excluding Averments From Probation and Restricting Scope of First Conclusion
Outcome
Appeal dismissed in part; interlocutor recalled; certain averments excluded from probation; preliminary proof allowed on prescription issue.
Legal Topics
Royalty Agreements, Interpretation of Contracts, Corporate Personality, Agency, Damages for Breach of Contract, Prescription
Contract Law Corporate Law Royalty Agreements Interpretation of Contracts Corporate Personality Agency Damages for Breach of Contract Prescription

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Parties

Graham Cameron Tough, C. A., permanent trustee on the sequestrated estates of Ronald William Watt

Pursuer and Reclaimer

S. P. S. (Holdings) Limited

Defenders and Respondents

Procedural Posture

Reclaiming Motion (appeal) in Civil Action / Appeal Against Interlocutor Excluding Averments From Probation and Restricting Scope of First Conclusion

Legal Issues

  1. 1 Whether royalties are payable on leasing or hiring of products under the royalty agreement
  2. 2 Whether Doorguard's dealings are to be treated as those of the defenders for royalty purposes
  3. 3 Whether the defenders are liable in damages for licensing or sub-contracting to Doorguard without compensating for royalties

Ratio Decidendi

Products leased or hired do not fall within 'supplied for money or money's worth' in Clause 6.1 of the royalty agreement, as the definition of 'Net Sales Value' refers only to sales value and not to periodic payments. Doorguard is a separate legal entity from the defenders, and there is no factual basis to treat its dealings as those of the defenders. The pursuer's averments regarding damages for licensing or sub-contracting to Doorguard are irrelevant.

Court Disposition

Appeal dismissed in part; interlocutor recalled; certain averments excluded from probation; preliminary proof allowed on prescription issue.

Orders

  • Recall the interlocutor of the temporary judge.
  • Exclude from probation the pursuer's averments in support of the first conclusion from 'including' to 'Limited'.