ClearCourse Partnership Acqireco Limited & Anor. v Jethwa & Ors.
[2023] EWHC 1122 (Ch)
Clearcourse Partnership Acquirecco Limited & Anor v Manoj Jethwa & Ors
30 July 2024
[2024] EWHC 1964 (Ch)
High Court
Two companies fought over who owned software. One company had lots of old documents saying they owned it. The other company said a different company made the software and then gave it to them. The judge said there was enough doubt to have a full trial to decide who really owns the software.
Key Facts
- •Palmyra Holdings Management Limited (Palmyra) sought summary judgment against Manoj and Rekha Jethwa and Epos Direct Europe Limited (the Jethwa Defendants) declaring E-Novations (London) Limited (ENL) as the owner of intellectual property (IP) in Emperium software.
- •The Jethwa Defendants argued that Epos Direct Europe Limited (EDE) owned the IP, claiming it was developed by Epos Guru, a company funded by Manoj Jethwa.
- •The software's development history was contested, with conflicting evidence regarding the roles of Applitech, Epos Guru, and ENL.
- •Numerous contemporaneous documents suggested ENL's ownership of the IP, contradicting the Jethwa Defendants' claims.
- •The Share Purchase Agreement (SPA) contained warranties and representations suggesting ENL's ownership of the IP.
- •The Jethwa Defendants claimed ENL operated under an implied license from EDE.
- •An assignment of IP from Epos Guru to EDE (June 17, 2017) was central to the dispute.
Legal Principles
Summary judgment standard: A respondent must show a 'real prospect' of success.
CPR 24.2 and Easyair Ltd (ta Openair) v Opal Telecom Ltd [2009] EWHC 339 (Ch)
Weight of evidence in summary judgment: Contemporaneous documents are significant, but witness evidence cannot be disregarded if not wholly incredible.
Gestmin v Credit Suisse [2013] EWHC 3650 and Kimathi v The FCO [2018] EWHC 2066 (QB)
Copyright ownership: The author is the first owner, unless it was created by an employee in the course of employment.
Copyright, Designs and Patents Act 1988 (CDPA) s.9 and s.11(1)
Implied terms in contracts: Only necessary terms should be implied; a licence is more likely than assignment.
Copinger and Skone James on Copyright, 18th Ed and Ray v Classic FM Plc [1998] FSR 622
Fiduciary duties and equitable ownership: A fiduciary's actions might create equitable ownership for the beneficiary.
Copinger and Skone James on Copyright, 18th Ed and Vitof Ltd v Altoft [2006] EWHC 1678
Outcomes
Palmyra's application for summary judgment was dismissed.
The court found the Jethwa Defendants had a real prospect of success in proving EDE's ownership of the IP at trial. While contemporaneous documents strongly suggested ENL's ownership, the court could not disregard the Jethwa Defendants' evidence completely.