Key Facts
- •Artcrafts International SpA (Artcrafts) and MOU Limited (MOU) entered into a Licence Agreement in 2011 for the commercial exploitation of 'Mou' footwear.
- •MOU granted Artcrafts an exclusive license for specified territories, including the USA (added in 2012).
- •Artcrafts alleged that MOU breached the agreement by selling, advertising, and promoting products in the exclusive territory via SSENSE, its website, and Google Ads.
- •MOU initially denied breaches but later admitted to some during the hearing.
- •Artcrafts sought continuation of an interim injunction, summary judgment on MOU's claim that the agreement was terminable on reasonable notice, and judgment on MOU's admission that the USA was in the exclusive territory.
- •The court considered contractual interpretation, implication of terms, and the principles of interim injunctions.
Legal Principles
Principles for granting interim injunctions (American Cyanamid principles)
American Cyanamid Co v Ethicon Ltd [1975] AC 396
Contractual interpretation (Wood v Capita)
Wood v Capita Insurance Services Ltd [2017] UKSC 24
Implication of terms (Marks & Spencer plc v BNP Paribas)
Marks & Spencer plc v BNP Paribas [2015] UKSC 72
Summary judgment principles
Easyair Ltd v Opal Telecom Ltd [2009] EWHC 339 (Ch)
Principles for striking out a statement of case
King v Kings Solutions Group Ltd [2021] EWCA Civ 1943
Principles for granting declarations
The Bank of New York Mellon v Essar Steel India Ltd [2018] EWHC 3177 (Ch)
Outcomes
Interim injunction granted in Artcrafts' favor.
There was a serious issue to be tried regarding breach of contract. Damages were not an adequate remedy for Artcrafts, while MOU would be adequately compensated under Artcrafts' undertaking. The balance of convenience favored granting the injunction.
Summary judgment granted to Artcrafts on MOU's claim that the Licence Agreement was terminable on reasonable notice.
The agreement contained express provisions for termination, making the implied term inconsistent and unnecessary.
Part of MOU's Defence and Counterclaim struck out.
The struck-out paragraphs lacked a claim for relief and particularized loss. However, some parts were left pending an amendment application by MOU.
Declaration granted to Artcrafts confirming the USA as part of its exclusive territory since January 1, 2015.
MOU admitted this fact in a witness statement, despite initially denying it in its pleadings.