James Abrahams KC successfully defended the Zaha Hadid Foundation in these proceedings, which related to a licence agreement to the trade mark rights of Dame Zaha Hadid, the late, celebrated Iraqi-British Architect. The claimant company, the licensee under the agreement, sought relief entitling it to bring the licence agreement to an end, either on the basis of a contractual right to terminate the agreement by giving reasonable notice, alternatively on the grounds that the agreement was in restraint of trade.
Mr Justice Adam Johnson held for the Foundation. Properly interpreted, the agreement did not give the company the right to terminate without licensor’s consent. As regards restraint of trade, no legally relevant restraint was identified by the company, and it was not enough for it to say that it was prevented from managing its very successful business in a different way. The judge held that in return for access to the trade marks, the company had agreed to various obligations, but these were rationally and commercially defensible. The company’s complaints about the nature of the bargain struck did not take one into the territory of restraint of trade.
Further, the “public policy test of reasonableness” did not require the Court to subject the overall effect of the licence agreement to a form of qualitative assessment and work out where the balance of commercial reasonableness lay between the parties. The company was empowered to negotiate for the forms of protection it now claimed it needed, and which its own evidence suggested it would likely have been given had it asked for them at the time of entering into the licence agreement.