Contractual licence meaning

Alaska Airlines Inc v Virgin Aviation TM Ltd and another company [2025] EWHC 2505 (Comm) What are the practical implications of this case? The principal outcomes of Mr Justice Foxton’s analysis can be stated as follows: Where an unjust enrichment claim founded on failure of basis is invoked to stop payment of a contractual amount, the correct characterisation is that this engages the defence of circuity of action (para [49]). In that scenario, circuity of action does not mean the debt is never due; rather, it supplies a defence to liability. A broadly drafted no set off clause captures such a defence, so summary judgment can be granted (para [52]). To reach those conclusions, Foxton J reviewed a range of authorities in which no set off provisions were relied upon (see especially para [47]), and he also considered and clarified other decisions relevant to the underlying issues of principle. Accordingly, a debtor cannot avoid a summary determination merely by pointing to...

In this issue: Beyond Brexit UK, EU and international regulators and bodies Authorisation, approval and supervision Prudential requirements Operational resilience Complaints, compensation and claims management Financial crime and sanctions Consumer credit, mortgage and home finance Conduct requirements Investigations, enforcement and discipline Regulation of capital markets Regulation of derivatives Sustainable finance and ESG Banks and mutuals Investment funds and asset management UK MiFID II EU MiFID II Regulation of insurance Payment services and systems Fintech and cryptoassets LexTalk®Financial Services: a Lexis®Nexis community Dates for your diary Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts Beyond Brexit FCA updates guidance on the financial services contracts regime, temporary permissions regime and leaving SRO or CRO The Financial Conduct Authority (FCA) has refreshed its guidance covering the temporary permissions regime, the financial services contracts regime, and how firms...

Original news Dean v Secretary of State for Business, Energy and Industrial Strategy [2017] EWHC 1998 (Admin); [2017] All ER (D) 72 (Aug). The Planning Court concluded that the grant of a PEDL under section 3 of the Petroleum Act 1998 (PA 1998) was not entirely constrained by the statutory licensing code, so the Secretary of State could agree to alter the licence terms. Consequently, it rejected the claimant’s case that the deed varying the licence was ultra vires, and dismissed his application for judicial review. What was the background to the case? In 2008 the defendant issued a PEDL conferring exclusive rights on the licensees to search, drill for and recover hydrocarbons within a defined geographic area. The licence period was split into three stages: a stage for the licensee to undertake the agreed works programme of seismic and geological surveys a stage to obtain Oil and Gas Authority approval of a field development plan a production stage ...

Loan market and developments Overview Broadly, Scotland’s loan market mirrors that of England. Financial services regulation operates on a UK‑wide basis; a substantial body of legislation governing companies and other corporate vehicles (including corporate insolvency) likewise applies across the UK; and all Scottish clearing banks conduct business in every UK jurisdiction, as do their counterparts across the UK. In practical terms, this means English law governed loan documents typically require minimal amendment for UK cross‑border lending transactions. There are, however, some differences in terminology and certain statutory variations that must be allowed for; beyond those matters, an English law loan document and a Scots law loan document are closely aligned. It is commonplace, for example, for English law loan agreements to be deployed in Scottish lending transactions. The principal divergences between the jurisdictions arise in relation to property law and to the law concerning rights in security, where Scots law and English law are notably distinct. Lending Is it necessary to secure any consents or licences to...

For many companies, intellectual property rights (IPRs) constitute an increasingly important and significant asset class. Although contemporary technology firms, pharmaceutical businesses and industrial players are most closely and very commonly linked with holding portfolios rich in IPRs, even the least likely organisations may own rights that are fundamental to them and, without which, they simply could not operate (or do so as effectively or profitably) or would suffer significant loss of value. As a broad category, IPRs are wide-ranging and inherently diverse indeed. According to context, there are, in particular, rights beyond the best known (patents, trade marks and copyright) that may—or may not—be generally regarded strictly as IPRs, such as database rights, websites with their associated domain names, goodwill and contractual rights allied to IPRs. For further detail on the principal types of intellectual property rights an insolvency practitioner as office holder may encounter, see Practice Note: IP right comparison table. Patents, design rights and trade marks depend for their existence and protection on registration (at the...

This Practice Note considers the following commercial and legal issues arising from the use of free and open source software: What is free and open source software? History Upstreaming and forking Free and open source licences Distribution of modified works (and the reciprocal effect) Linking and incorporation Software as a service (SaaS) Compliance requirements Licence incompatibility Bare licence or contractual licence Patents Trade marks Corporate transactions Software bill of materials Software licensing to the end user Enforcement Free and open source software (sometimes called ‘FOSS’) is a collective term for software released under a licence granting recipients the rights to use, adapt, and share it—whether unchanged or modified—without fees or royalties, with the source code made available. In contrast, the software licences most familiar to lawyers may seek to stop the licensee from accessing source code, using the software across multiple users, locations or computers, and from making and...

This Agreement is entered into on [ date ]. Parties [ insert name of supplier ], a company incorporated in [ England and Wales ] under number [ insert registered number ], whose registered office is at [ insert address ] (Supplier); and [ insert name of customer ], a company incorporated in [ England and Wales ] under number [ insert registered number ], whose registered office is at [ insert address ] (Customer). Each of the Supplier and the Customer is a party and, together, the Supplier and the Customer are the parties. Background (A) The Customer intends to obtain software, [ hardware ], software configuration and development services, installation services, and other associated services. The Supplier has stated to the Customer that it has expertise in delivering such services to clients within the [ insert relevant industry, eg retail ] sector. (B) The Customer has agreed to purchase the Services from the Supplier, and the Supplier...

Date [ date ] Parties [ name of Licensor ] ( Licensor ) [ of OR a company incorporated in England and Wales (company registration number [ number ]) with its registered office at ]; [ name of Licensee ] ( Licensee ) [ of OR a company incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ]. ...

Service occupancy In England, an employee who lives in property owned by their employer to carry out their duties, and who has exclusive possession, occupies either as a tenant or as a licensee under a service occupancy (also known as tied accommodation). The distinction is significant because, under a service occupancy, the right to terminate arises when the employment ends, whereas a tenancy may benefit from security of tenure. A service occupancy is a form of licence that arises where: it is an express term of the employee’s contract of employment that they reside in particular accommodation from which they can better perform their duties (Glasgow Corporation v Johnstone); or if there is no such express term, one can be implied on the basis that it is essential, rather than merely conducive, that the employee lives in specified accommodation for the better performance of their duties...

The answer on the contractual provisions in the tenancy agreement. On the face of it, the tenant must secure consent before commencing any works. Where that applies, the tenant cannot compel the landlord to grant consent after the fact for alterations, save where the landlord chooses to agree. Should the landlord decide to issue consent retrospectively for any alterations, the landlord will set out the conditions and requirements on which such consent is given. These may include timing, scope, reinstatement, and any associated costs...