Case No. IP-2020-000140

30.The first substantive set of proposed amendments is at draft paragraphs 3A and 3B. These plead that under the 2001 Agreement properly construed, “each of clauses 4.1 and 4.2 imposed on Domino a continuing obligation to use reasonable endeavours following release to exploit the Masters … by all then-industry-standard means, in the UK and in the Major Markets respectively”.31.Draft paragraph 3C.1 pleads an equivalent implied term.32.Draft paragraph 3C.2 then pleads an implied obligation on Domino “to act in good faith in relation to the exploitation of the Masters under the 2001 Agreement”.33.34.Draft paragraph 10 pleads that the exclusive recording elements of the 2001 Agreement came to an end around November 2005 but that the obligations relating to the payment of royalties and the Release Commitment in clause 4 continued in force until terminated by repudiatory breach.35.Having pleaded to the express or implied contractual obligations, paragraphs 15.1 to 15.11 are unamended and set out the basis of Mr Hebden’s original claim. New draft paragraphs 15.12 to 15.14 set out the basis of Mr Hebden’s draft amended claim describing the withdrawal of the Masters from digital exploitation and Domino’s statements in its solicitors’ letters of 16 November and 25 November 2021, that it would no longer exploit the Masters digitally.36.Draft paragraphs 17A to 17E set out the new alleged breaches and plead that those alleged breaches resulted in the termination of the 2001 Agreement. In summary:•the terms breached were conditions of the 2001 Agreement (draft APOC, paragraph 3D);•the alleged breaches of those terms were repudiatory or renunciatory (draft APOC, paragraph 17A);•Mr Hebden has accepted such repudiation or renunciation (draft APOC, paragraphs 17B and 17C);•Domino’s conduct in withdrawing the Masters from digital distribution was not in good faith but, in part at least, to avoid adjudication by the Court of Mr Hebden’s original claim (draft APOC, paragraph 17E).37.