JR Consulting & Drafting Pty Ltd & Anor v Cummings & Ors [2014] NSWSC 1252

Supreme Court New South Wales

Medium Neutral Citation: JR Consulting & Drafting Pty Ltd & Anor v Cummings & Ors [2014] NSWSC 1252 Hearing dates: 2 - 6 and 10 - 11 June 2014 Decision date: 12 September 2014 Jurisdiction: Equity Division Before: Black J Decision: Parties to be heard as to orders that ought to be made to give effect to findings in the judgment. Catchwords: CONTRACTS - construction - where parties entered into contract for sale of non-exclusive "interest" in software - nature of "interest" acquired by first plaintiff - whether interest was limited to software which existed at relevant date - whether first defendant owned copyright in software to exclusion of second defendant - whether first plaintiff was limited to licensing software to particular customer - whether first defendant had express or implied obligation to provide first plaintiff with source code and updates for, and modifications and developments to, software - whether initial contract was abandoned by parties.

CONTRACTS - construction - where relevant parties entered into subsequent contract in respect of software - scope of licence granted under contract - whether licence was limited to specified period - whether second plaintiff was permitted to grant licences to new customers after that period - effectiveness of assignment - whether second defendant required to provide updates to second plaintiff to ensure software compatibility with other software.

CONTRACTS - breach - whether parties had breached obligation to deposit source code with escrow agent - whether conditions of agreement for release of software from escrow were satisfied - whether second defendant breached obligations to provide development services, information and assistance - confidentiality - whether second defendant had received and disclosed confidential information - good faith and cooperation - whether there was a breach of obligation of good faith.