Conclusions
86.In summary, for the reasons set out above: (a)The Agreement has no contractual force because Volumatic and IFL did not intend to create legal relations. (b)If I am wrong in that, then the terms of the Agreement are sufficiently certain. They may have been varied by the conduct of the parties, but not so as to discharge the Agreement or to amend the requirement to assign the intellectual property. However, Volumatic is estopped by convention from asserting the Agreement. (c)Properly construed, the only condition precedent for Stage 2 of the Agreement is the “mutual acknowledgement of the completion of [Sub-]Stage 4”, which occurred in 2007/2008. (d)Volumatic has not come to court with clean hands, by reason of its conducting its relationship with IFL as if the Agreement were not binding, and its failure to comply with its obligations under the Agreement. (e)I reject IFL’s submissions on pre-contractual misrepresentation. (f)IFL has a defence of laches in relation to specific performance. I would also have refused specific performance on discretionary grounds and/or on grounds of inequity. (g)Damages in lieu of specific performance do not arise, but any such claim is in any event statute barred. (h)IFL does not hold the intellectual property in the Pouch on trust for Volumatic. (i)Volumatic is not entitled to exclusive rights to use any know-how in respect of the Pouch. 87.Volumatic’s claim is dismissed.
- Mr David Stone (sitting as an Enterprise Judge):
- Volumatic
- Agreement
- Pouch
- List of Issues
- Witnesses
- Background
- Warwick Meeting
- Legal Principles
- Preliminary Point
- Issue 1(a) – Did the parties have an intention to create legal relations in relation to the Agreement (alternatively Stages 2 and 3 of the Agreement)?
- Issue 1(b) – Was the Agreement sufficiently certain for it to be legally binding?
- Issue 2 – Is Volumatic estopped by convention from asserting that the Agreement (alternatively stages 2 and 3 of the Agreement) is binding?
- Issue 3 – Was the Agreement varied?
- Issue 4 – On a proper construction of the Agreement, have the conditions for assignment been satisfied?
- Issue 5 – If the conditions precedent were satisfied, did Volumatic satisfy them within a reasonable time?
- Issue 6(a) – Has Volumatic come to court with clean hands by reason of it allegedly conducting its relationship with IFL as if the Agreement were not binding on it?
- Issue 6(b) – Has Volumatic come to court with unclean hands by reason of its alleged precontractual misrepresentations?
- Issue 6(c) – Has Volumatic has come to court with unclean hands by reason of its failure to comply with its own obligations under the Agreement (including whether IFL acquiesced to the same and/or whether IFL is estopped from asserting otherwise)
- Issue 8 – Does IFL have a defence of laches?
- Issue 10 – Should the court refuse specific performance on the discretionary grounds that: (a) IFL has allegedly conducted itself on the basis that Stages 2 and 3 of the Agreement were not binding; (b) IFL has improved the Pouch at the request of Volumatic; (c) Volumatic has allegedly not complied with its own obligations under the Agreement; and/or (d) delay
- Issue 7 – Would it be inequitable to order specific performance?
- Issue 12 – Should the court order specific performance of the Agreement?
- Issue 11 – Does IFL hold the intellectual property rights in the Pouch on trust for Volumatic?
- Issue 13 – Should the Court order damages in lieu of specific performance?
- Issue 9 – Is the claim for damages statute barred?
- Issue 15 – Should IFL be ordered to grant Volumatic exclusive rights to use any know-how in respect of the Pouch?
- Conclusions