The Brand Licence
The Brand Licence
In the Brand Licence, CPW Brands granted CPW a non–exclusive licence to use various intellectual property rights relating to the Businesses in the UK in return for royalties based on a fixed percentage of projected turnover from CPW’s use of the rights. The Brand Licence contained detailed provisions requiring CPW:
to comply with:
the directions given by CPW Brands in relation to the use of the rights;
regulations and practices in force or in use in the UK in order to safeguard CPW Brands’ ownership of the rights;
to ensure that its use of the rights did not reduce the value of the rights;
to ensure that it met a minimum turnover requirement;
to notify CPW Brands promptly of potential attacks on, or the unauthorised use of, the rights; and
to meet regularly with CPW Brands on request, and to give CPW Brands access to its premises on reasonable notice, in order to ensure that it was complying with its obligations under the Brand Licence,
and it was expressed to have a five–year term unless terminated by CPW Brands on three months’ notice or immediately in the case of a breach by CPW.
The Valuation Reports
- Heading
- Introduction
- Key parties
- Acquisition of the Businesses
- The SPA and the MSA
- The Degrouping
- Procedural background
- the agreed issues
- the agreements
- The SPA
- The MSA
- The Side Letter
- Initial observations on the Agreements and the Side Letter
- other documents
- The Prior SPAs
- The Property Services Agreement
- The Brand Licence
- The Accounts
- The Invoice
- “ About the matter we have finished checking
- “Partial closure notice (PCN)
- The issues – a summary
- Issue One – applicability of the authorities in relation to statutory construction
- Conclusion
- “15 In the task of ascertaining whether a particular statutory provision imposes a charge, or grants an exemption from a charge, the Ramsay approach is generally described – as it is in the statements
- Issue Two – the scope of the rule prohibiting assignment “in gross”
- Conclusion
- Issue Three – ownership of the Businesses following the execution of the Agreements
- Conclusion
- No provision in the Agreements for the transfer of the Businesses
- No provision in the Agreements for the transfer of assets other than Goodwill or the assumption of any liabilities
- No transfer of employees
- Did BBUK carry on the Businesses after the Agreements became effective?
- This meant that the only way that BBUK could carry on the Businesses was through CPW as its agent. In that regard, I do not doubt the fact that it is possible for a company to carry on a business thro
- Entitlement to the profits of the Businesses
- Conclusion in relation to the ability to dictate the overall strategy and direction of the Businesses and entitlement to the profits of the Businesses
- Final observations
- Conclusion
- Issue Four – assignment in equity
- Conclusion
- Issue Five – not the same asset
- Conclusion
- Issue Six – the relevance of the transaction effected by Agreements in the event that Section 179(3) applied
- Conclusion
- Issue Seven – the tax consequences of the transaction effected by Agreements in the event that Section 179(3) applied
- Conclusions
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