The background facts
6.Mr Dichand inherited money created from the family-run Kronen Zeitung¸ a newspaper with the largest circulation in Austria. Mr Dichand has used his wealth to invest in various projects, having a particular interest in those which help to sustain the environment. 7.One of the targets of Mr Dichand’s funds was Güssing Renewable Energy GmbH, named after the Austrian town of Güssing. This was the first community in the EU to replace all fossil fuel used with renewable energy. Over the last 10 years Mr Dichand has invested about €30 million in the Güssing group of companies (“Güssing”). 8.Another was The Cellennium (Thailand) Company Limited (“Cellennium”), a Thai company involved in technology relating to vanadium redox flow cell batteries (“VRB technology”). Mr Dichand has invested in Cellennium and joined the board of that company. Dr Spaziante was Director of Research at Cellennium. Mr Dichand met Dr Spaziante in 2010 or 2011. 9.Mr Dichand saw a possible connection between these enterprises: a potential for the use of Cellennium’s VRB technology at Güssing. 10.There had been problems with the VRB technology, which was based on bipolar batteries. In 2011 Dr Spaziante became convinced that the way forward was monopolar batteries. In the course of 2012 Dr Spaziante and Mr Dichand discussed and developed the idea of using the research centre at Güssing to develop monopolar VRB technology (“MVRB technology”). 11.In August 2012 Mr Dichand and Dr Spaziante orally agreed to form a partnership to develop MVRB technology. The partnership was to arrange for the construction of a prototype unit (“the Prototype”) and to file patent applications. The Prototype was subsequently built by an Italian company, Officine Metronik Srl (“Metronik”). 12.Mr Edenborough and Mr Butler agreed to treat the partnership as if it were a partnership at will under English law. In reality it was not. Mr Dichand is Austrian and is domiciled in Austria, Dr Spaziante is an Italian citizen domiciled in Thailand and the partnership was concerned with technology to be developed in Thailand, Austria and Italy. However, I commend the parties for adopting a convenient assumption which certainly resulted in a significant saving in time and costs. It made no difference to the result. The date at which the partnership terminated, though the subject of some debate, was in the end peripheral. 13.There was quite a fierce dispute about whether Mr Dichand brought any technical expertise to the partnership. He said he did, Dr Spaziante said he didn’t. Nothing turned on it. At least broadly speaking Mr Dichand’s role was to provide the money and Dr Spaziante’s was to provide the technical expertise. 14.It was certainly the case that substantial sums of money were paid by Mr Dichand to advance the MVRB project: to Dr Spaziante and his team in Bangkok to develop the technology, to Metronik to construct the Prototype, to patent attorneys and possibly to others. 15.The project progressed. In an email dated 5 May 2013 Dr Spaziante informed Mr Dichand that three prototypes of different sizes had been completed at Metronik. (Both Mr Dichand and Dr Spaziante generally referred to the Prototype, singular, made by Metronik and I will do likewise). Dr Spaziante also said that three patent applications had been filed, a fourth application was awaiting Mr Dichand’s signature and a fifth was under final revision. Dr Spaziante stressed his view that a company should be set up as a vehicle for owning the patents and licensing the technology to others, an issue he raised several times with Mr Dichand. Mr Dichand was against the idea. 16.A fourth PCT application was filed on 16 May 2013. No fifth PCT application was ever filed. At this point Mr Dichand’s and Dr Spaziante’s accounts of what happened diverge. 17.Before turning to those I should mention Dr Suradit Holasut. He is a former lecturer in mathematics and physics at Oxford University. Dr Holasut returned to Thailand in about 2005 where, among other roles, he became technical advisor to the Chairman of Cellennium. He became friends with Dr Spaziante and later Mr Dichand. Mr Dichand’s account 18.Mr Dichand said that discussions on the best way forward for the MRVB project continued into December 2013. Mr Dichand was in Bangkok in early December 2013 and on or about 10 December, at Dr Spaziante’s request, he met Dr Spaziante at Mr Dichand’s hotel. Dr Spaziante invited Mr Dichand to sign documents setting up a Swiss company as a vehicle for the project. Mr Dichand declined. Dr Spaziante was visibly disappointed, although he accepted that it could wait. 19.Dr Spaziante also had an application for a fifth PCT application which, he said, would be jointly owned by Mr Dichand and Dr Spaziante like the other four. However, instead of asking Mr Dichand right away to sign the documents by which the fifth PCT application would be filed, Dr Spaziante said that he needed to redraft the application and that he would send it to Mr Dichand later for signing. 20.On 13 December 2013 Mr Dichand held a dinner for friends at a restaurant in the Four Seasons Hotel, where he was staying. Among the guests was Dr Holasut. Dr Holasut arrived, bringing with him an envelope which he said was from Dr Spaziante. Mr Dichand opened the envelope which contained a single page. He assumed it was connected with the fifth PCT application that Dr Spaziante had mentioned. He skimread it, signed it and gave it back to Dr Holasut to pass on to Dr Spaziante. 21.Mr Dichand says that he thought nothing more about the document until September 2014. In that month there was a meeting attended by Dr Spaziante and, on Mr Dichand’s behalf, Michael Messner. Mr Messner is Managing Director and CEO of Güssing. It emerged during the meeting that the document which Mr Dichand had signed on 13 December 2013 was the First Assignment and that the four PCT Applications had been assigned to HTI. This took Mr Dichand by surprise. He denies that the assignment was ever what he intended or agreed. He only signed it because Dr Spaziante had represented that it was a document necessary for filing a fifth PCT application. Mr Dichand says that the First Assignment is void or alternatively the PCT Applications and all rights derived from them are held by HTHL on trust for Mr Dichand and Dr Spaziante. Dr Spaziante’s account 22.Dr Spaziante’s version of relevant events begins with a phone call with Mr Dichand in June 2013. Mr Dichand wanted Metronik to deliver the Prototype to Güssing. Dr Spaziante told Mr Dichand that Metronik would not hand over the Prototype unless and until it had been paid in full. According to Dr Spaziante, there followed an hour of insults and screaming from Mr Dichand. Dr Spaziante did not volunteer a description of his own behaviour during the call, but stated that he decided then to have nothing more to do with Mr Dichand. 23.Dr Spaziante said that he had a final meeting with Mr Dichand when Mr Dichand was next in Bangkok. This was not in December 2013, but between July 2013 and September 2013. (Although initially stating that the meeting had been in July, by the time of the trial Dr Spaziante thought it was more probably in September). The meeting was also attended by Mr Messner. Mr Dichand told Dr Spaziante that he had no money, no more interest in the project and that Dr Spaziante could do what he wanted with the patents, meaning the PCT Applications. Mr Dichand was insistent, however, that he should have the Prototype. 24.Dr Spaziante confirmed that no fifth PCT application was ever filed. He denied that he had met Mr Dichand in December 2013. The meeting in September 2013 was the last occasion on which he had had seen Mr Dichand.25.However, sometime after the September meeting Dr Spaziante explained to Dr Holasut his wish that Mr Dichand would confirm in writing that he was giving up his interest in the PCT Applications. Dr Holasut, who remained on good terms with both, offered to deliver a draft assignment of the PCT Applications to Mr Dichand on the next occasion they met. The First Assignment was drafted, put unsigned into an envelope and given to Dr Holasut. Shortly after the dinner of 13 December 2013 attended by Dr Holasut and Mr Dichand, Dr Holasut returned the envelope and enclosure to Dr Spaziante. Dr Spaziante had expected Mr Dichand to retain the First Assignment for some time so that Mr Dichand could take professional advice about it. To his surprise, it had been signed by Mr Dichand. He and Mr Sproule countersigned and thereby the assignment of the PCT Applications to HTI became effective. 26.Dr Spaziante’s position was that the First Assignment transferred the PCT Applications to HTI for the straightforward reason that this was what he and Mr Dichand had agreed in or around September 2013.