Case No. IP-2022-000006

." (emphasis added)42.The differences between Clauses 20(d) and 25 are significant and help in construing the Agreement. Taking all of the provisions I have mentioned into account, in my judgment it is clear that the express agreement between the parties was that when dissolution occurred because one partner had died or retired, the Continuing Partner would be entitled to use the name of the Partnership, with an option to purchase the outgoing or deceased partner's share of the partnership assets. It was only in dissolution in otherwise unforeseen circumstances that Clause 25 would apply, and only then would there be a ban on all of the individual partners continuing to use the name.43.The Claimant suggested that there were three possible ways to construe the Partnership Agreement. First, and this was the Claimant's case, it could be construed as granting a licence (express or implied) from the Moreton business to the partnership. According to Wadlow on The Law of Passing Off 6th ed at 3-311:“If the commercial purpose of an agreement is to license the use of a distinctive name or mark in respect of which the licensor has (or is agreed to have) goodwill, to a licensee who has (or is agreed to have) no such goodwill, and in circumstances where the licensee’s use would otherwise be actionable as passing-off, then