Arab Lawyers Network Company Ltd v Thomson Reuters (Professional) UK Ltd
| Jurisdiction | England & Wales |
| Judge | Peter MacDonald Eggers |
| Judgment Date | 25 June 2021 |
| Neutral Citation | [2021] EWHC 1728 (Comm) |
| Docket Number | Case No: CL-2017-000373 |
| Court | Queen's Bench Division (Commercial Court) |
[2021] EWHC 1728 (Comm)
IN THE HIGH COURT OF JUSTICE
QUEEN'S BENCH DIVISION
COMMERCIAL COURT
Royal Courts of Justice,
Rolls Building
Fetter Lane,
London, EC4A 1NL
Peter MacDonald Eggers QC
(sitting as a Deputy Judge of the High Court)
Case No: CL-2017-000373
Saaman Pourghadiri (instructed by Rosenblatt Limited) for the Claimants
John Robb (instructed by Eversheds Sutherland (International) LLP) for the Defendants
Hearing date: 13th May 2021
Approved Judgment
Peter MacDonald Eggers QC:
Introduction
The Defendant (“TR”) applies for summary judgment under CPR rule 24.2 against the Claimant (“ALN”) dismissing the whole of ALN's claims on the grounds that ALN has no real prospect of succeeding on the claims, because the claims are time-barred and there is no other compelling reason why the claims should be disposed of at a trial.
ALN has made two principal claims against TR in these proceedings, both claims under a Memorandum of Agreement dated 2nd February 2011 between ALN and TR (“the MOA”). The contractual time bar or limitation provision in the MOA is clause 14.2 which requires any claim or action based on the claim to be brought within one year after the basis for the claim became known to the claimant. The MOA was terminated on 1st February 2015.
The two contractual claims made by ALN against TR are (1) the claim for the non-payment of the “ Agreed Royalty” pursuant to clause 3.1 of the MOA in respect of TR's exploitation of material (“the Supplier Publications”) provided by ALN before the termination of the MOA (“the Agreed Royalty Claim”) and (2) the claim for the continued use of the Supplier Publications after the termination of the MOA pursuant to clause 15.1 of the MOA (“the Continued Use Claim”: I have chosen this label instead of that suggested by TR — the “Non-Deletion Claims”).
The MOA
ALN is a Saudi Arabian company, which carries on business as a supplier of legal resources. It uses the trading names “Mohamoon.net” and “Mohamoon.com”. TR is an English company, carrying on the business as a publisher and supplier of legal and other resources online and in print.
On 2nd February 2011, ALN entered into the MOA with TR. The MOA had a three-year term, but it was to renew automatically unless notice was received in accordance with clause 15.1 of the MOA.
Under the MOA, ALN undertook to provide certain Supplier Publications to TR, and licensed TR to publish and grant access to them as part of Thomson Reuters Legal Services. The Supplier Publications were listed in Exhibit A (at times incorrectly referred to as Exhibit 1) to the MOA. The Supplier Publications included:
(1) The Bahraini Legislation Encyclopaedia.
(2) The Kuwaiti Legislation Encyclopaedia.
(3) The Qatari Legislation Encyclopaedia.
(4) The Saudi Legislation Encyclopaedia.
(5) The United Arab Emirates Legislation Encyclopaedia.
By clause 2 of the MOA, ALN granted TR an exclusive, worldwide licence to publish the Supplier Publications (in whatever file format TR shall in its sole discretion decide) as a part of the Thomson Reuters Legal Services, to provide CALR Services Customers with access to and use of the Supplier Publications, and to use, reproduce and distribute portions of the Supplier Publications to Delivery Services Customers.
All of the rights granted by ALN were to lapse on the termination of the MOA.
The MOA contained the following provisions (TR is referred to as “ TRLL” and ALN is referred to as “ Supplier”):
“ 3. ROYALTY AND RELATED PROVISIONS
3.1 Subject to the provisions of paragraph 3.5 below, during the continuance of this Agreement, TRLL shall pay SUPPLIER an “Agreed Royalty” for each of the SUPPLIER Publications as specified in Exhibit A.
3.2 The Agreed Royalty shall be applied to the actual amounts received by TRLL in respect of the proceeds of exploitation of the SUPPLIER Publications in the Thomson Reuters Legal Services; and the royalty payable shall be that proportion of the Agreed Royalty which TRLL assesses (acting reasonably) to be the proportion which the SUPPLIER Publications represents of the relevant Thomson Reuters Legal Services.
3.3 All royalties payable hereunder shall be accrued for quarterly periods ending on March 31, June 30, September 30, and December 31 of each year and shall be paid by TRLL to SUPPLIER within 60 days after the end of each such quarterly period, subject to receipt by TRLL of a valid invoice therefore.
3.4 This Agreed Royalty covers all use of the SUPPLIER Publications in Thomson Reuters Legal Services.
3.5 The Agreed Royally shall not be payable in respect of the use of the SUPPLIER Publications in Thomson Reuters Legal Services unless and until complete and accurate data in the SUPPLIER Publications has been supplied in a reasonably acceptable form to TRLL. TRLL will have to object on the content within 60 days from content delivery on quality of the content. or otherwise it will be considered complete and accurate …
3.7 Any sums due to be paid by TRLL under or pursuant to this Agreement which are not paid on their due date will bear interest (as well after as before the date of any judgment) at the rate of 3% above the base sterling lending rate from time to time of National Westminster Bank Plc in London, compounded monthly, but without prejudice to any other rights or remedies SUPPLIER may have …
5. INCLUSION OF SUPPLIER PUBLICATIONS ON THOMSON REUTERS LEGAL SERVICES
5.1 TRLL's Obligations. TRLL shall be responsible at its own cost for developing (or shall be responsible for procuring, at its own cost, the developing of) the Thomson Reuters Legal Services Display Formats for the SUPPLIER Publications and loading and storing the SUPPLIER Publications as part of the Thomson Reuters Legal Services. Subject to clause 5.4, TRLL shall load (or shall procure the loading of) the SUPPLIER Publications into the Thomson Reuters Legal Services as soon as reasonably possible after receipt thereof. As used herein “Display Formats” means the appearance of the SUPPLIER Publications as displayed online, the organisation of the SUPPLIER Publications internally and as displayed online, and the manner in which the SUPPLIER Publications are presented, such as in a separate database, in combination with other databases in “multibases” and the like.
6. ADVERTISING, MARKETING AND PROMOTION
6.1 TRLL shall be responsible at its own cost and expense for its own advertising (or may procure the advertising of) the fact that the SUPPLIER Publications are available on or through Thomson Reuters Legal Services and for marketing and promoting the use of those materials to and by TRLG Customers …
7. TRAINING AND TRAINING MATERIALS
TRLL shall be solely responsible at its own cost and expense for training (or may procure the training of) TRLG Customers in the use of the SUPPLIER Publications on or through TRLG Services and for developing and distributing such training materials as it reasonably believes are necessary or useful to enable TRLG Customers to use the SUPPLIER Publications on Thomson Reuters Legal Services …
10. CONFIDENTIALITY
10.1 Confidentiality Obligations. During the term of this Agreement and thereafter, except as specifically provided herein and/or to the extent reasonably necessary to perform its obligations or exercise or enforce its rights hereunder, neither party shall provide or disclose to any third party (other than to TRLG in the case of TRLL), or itself use, unless authorised in writing to do so by the other party or properly directed or ordered to do so by public authority, any information or matter that (i) constitutes or concerns the terms and conditions of this Agreement, (ii) is provided to it by the other party hereunder or as a result hereof, (iii) is owned by the other party as set forth in paragraph 9. 1 or 9.2 hereof; or (iv) regards any dealings or negotiations with the other party related to this Agreement; provided, however that the parties may consult with their respective professional advisors with respect to such information …
14. LIMITATION OF LIABILITY AND CLAIMS
…
14.2 Limitation of Claims. No claim, regardless of form, which in any way arises out of this Agreement or the parties' performance of this Agreement may be made, nor action based upon such a claim brought, by either party more than one year after the basis for the claim becomes known to the party desiring to assert it.
15. TERM AND TERMINATION
15.1 Term, Renewal and Termination. This Agreement shall become effective on the date of this Agreement (specified on page 1) and shall remain in force for an initial term of 3 years (“Initial Term”). Unless notice of termination is given by either party at least 180 days before the expiry of the Initial Term (or any anniversary thereof where this Agreement has been renewed) then this Agreement shall be automatically renewed for successive periods of one year on the same terms or such other terms as may be agreed between the parties …
15.2 TRLL's Obligation Upon Termination
15.2.1 Upon any proper termination of this Agreement, TRLL:
(a) Upon the termination of the contract between the Supplier and TRLG, TRLG will have either the option to pay a one time fee for the Supplier in return for the content TRLG wants, or within 21 days of the expiry of the relevant notice period, shall delete (or shall procure the deletion of) the SUPPLIER Publications from the Thomson Reuters Legal Services and cease making available the SUPPLIER Publications through the Thomson Reuters Legal...
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