Case Nos: IL-2023-000080 and IL-2024-000038 - [2025] EWHC 2561 (Ch)

IDDQD say that the agreements entered into in relation to the Lee Smith and Colin Berry accounts opened by Mr Smith were agreements between IDDQD and Mr Smith, not Codeberry. The significance is that if this is right, Codeberry could not have been granted any sort of licence by IDDQD.

The defendants argue that Mr Smith was acting for Codeberry as agent when he opened those accounts and that therefore Codeberry was the contracting party.

Mr Smith signed up for an Ideal Postcodes account on the first occasion in October 2015 using his email address, substantially consisting of his own name. This was done on IDDQD’s website. The appearance of the relevant form on the website was not in dispute. It included:

That wording implied that the person signing was to be the contracting party unless that person stated that he or she was signing on behalf of a company, in which case information about the company had to be provided.

The possibility of an agency was expressly provided for in another part of the form:

Mr Smith neither provided details of Codeberry, nor stated that he was signing on behalf of Codeberry, nor stated that Codeberry agreed to the terms. The terms were updated in 2018 and 2021. IDDQD’s form on its webpage continued to request details of the applicant’s company if there was one, or of an agent’s client if there was an agency. Mr Smith did not amend his form.

The draft opening skeleton filed on behalf of the defendants argued that Mr Smith’s use of an email address did not indicate whether he was acting for a company. It was common ground that the identity of the contracting party was an issue of fact and the skeleton added that this was to be determined by the court after hearing oral evidence.

In cross-examination Mr Smith agreed that he personally was developing and maintaining the GetAddress Database and that he personally signed up for the account with Ideal Postcodes. Had Mr Smith not been clear about that I would anyway have found that he was the contracting party. A reasonable person reading the application form would have had no ground to believe that any company was to be the licensee because no required details of the company were given. Similarly no details of a principal were given for which the applicant was acting as agent. The fact that Mr Smith used his personal email address would not have altered that understanding.

I find that the contract of 2015 was between IDDQD and Mr Smith, not Codeberry.

As to Mr Smith’s second account, set up under the name Colin Berry on 24 January 2018, the pleaded Defence admits that Mr Smith was the contracting party.

It follows from the foregoing that Codeberry could never have been granted a licence of any sort by IDDQD unless the licence granted to Mr Smith was, on a correct interpretation, a licence granted also to Codeberry.