Archive for the 'IP Licensing' Category

IP Licenses & Bankruptcy (Part 2 – Seismic Data)

 

By Richard Stobbe

What happens to a license for seismic data when the licensee suffers a bankruptcy event?

In Part 1, we looked at a case of bankruptcy of the IP owner.

However, what about the case where the licensee is bankrupt? In the case of seismic, we’re talking about the bankruptcy of the company that is licensed to use the seismic data.  Most seismic data agreements are licenses to use a certain dataset subject to certain restrictions. Remember, licences are simply contractual rights.  A trustee or receiver of a bankrupt licensee is not bound by the contracts of the bankrupt company, nor is the trustee or receiver personally liable for the performance of those contracts.

The only limitation is that a trustee cannot disclaim or cancel a contract that has granted a property right. However, a seismic data license agreement does not grant a property right; it does not transfer a property interest in the data. It’s merely a contractual right to use. Bankruptcy trustees have the ability to disclaim these license agreements.

Can a trustee transfer the license to a new owner? If the seismic data license is not otherwise terminated on bankruptcy of the licensee, and depending on the assignment provisions within that license agreement, then it may be possible for the trustee to transfer the license to a new licensee. Transfer fees are often payable under the terms of the license. Assuming transfer is permitted, the transfer is not a transfer of ownership of the underlying dataset, but a transfer of the license agreement which grants a right to use that dataset.

The underlying seismic data is copyright-protected data that is owned by a particular owner. Even if a copy of that dataset is “sold” to a new owner in the course of a bankruptcy sale, it does not result in a transfer of ownership of the copyright in the seismic data, but rather merely a transfer of the license agreement to use that data subject to certain restrictions and conditions.

A purchaser who acquires a seismic data license as part of a bankruptcy sale is merely acquiring a limited right to use, not an unrestricted ownership interest in the data. The purchaser is stepping into the shoes of the bankrupt licensee and can only acquire the scope of rights enjoyed by the original licensee – neither more nor less. Any use of that data by the new licensee outside the scope of those rights would be a breach of the license agreement, and may constitute copyright infringement.

 

Calgary – 10:00 MT

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IP Licenses & Bankruptcy Laws (Part 1)

By Richard Stobbe

When a company goes through bankruptcy, it’s a process that can up-end all of the company’s contractual relationships. When that bankrupt company is a licensor of intellectual property, then the license agreement can be one of the contracts that is impacted. A recent decision has clarified the rights of licensees in the context of bankruptcy.

In our earlier post – Changes to Canada’s Bankruptcy Laws – we reviewed changes to the Bankruptcy and Insolvency Act (BIA) back in 2009. These changes have now been interpreted by the courts, some seven years later.

In Golden Opportunities Fund Inc. v Phenomenome Discoveries Inc., 2016 SKQB 306 (CanLII),  the court reviewed a license between a parent and its wholly-owned subsidiary. Through a license agreement, a startup licensor, which was the owner of a patent covering an invention pertaining to the testing and analysis of blood samples, licensed a patented invention to its wholly-owned subsidiary, Phenomenome Discoveries Inc. (PDI). PDI, in turn was the owner of any improvements that it developed in the patented invention, subject to a license of those improvements back to the parent company.

PDI went bankrupt. The parent company objected when the court-appointed receiver tried to sell the improvements to a new owner, free and clear of the obligations in the license agreement. In other words, the parent company wanted the right to continue its use of the licensed improvements and objected that the court-appointed receiver tried to sell those improvements without honoring the existing license agreement.

In particular, the parent company based its argument on those 2009 changes to Canada’s bankruptcy laws, arguing that licensees were now permitted keep using the licensed IP, even if the licensor went bankrupt, as long as the licensee continues to perform its obligations under the license agreement. Put another way, the changes in section 65.11 of the BIA should operate to prohibit a receiver from disclaiming or cancelling an agreement pertaining to intellectual property. The court disagreed.

The court clarified that “Section 65.11(7) of the BIA has no bearing on a court-appointed receivership.” Instead the decision in “Body Blue continues to apply to licences within the context of court-appointed receiverships. Licences are simply contractual rights.” (Note, the Body Blue case is discussed here.)

The court went on to note that a receiver is not bound by the contracts of the bankrupt company, nor is the receiver personally liable for the performance of those contracts. The only limitation is that a receiver cannot disclaim or cancel a contract that has granted a property right. However, IP license agreements do not grant a property right, but are merely a contractual right to use. Court-appointed receivers can disclaim these license agreements and can sell or dispose of the licensed IP free and clear of the license obligations, despite the language of Section 65.11(7) of the BIA.

Calgary – 10:00 MT

 

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Licensees Beware: assignment provisions in a license agreement

By Richard Stobbe

Let’s say a company negotiates a patent license agreement with the patent owner. The agreement includes a clear prohibition against assignment – in other words, for either party to transfer their rights under the agreement, they have to get the consent of the other party.  So what happens if the underlying patent is transferred by the patent owner?

The clause in a recent case was very clear:

Neither party hereto shall assign, subcontract, sublicense or otherwise transfer this Agreement or any interest hereunder, or assign or delegate any of its rights or obligations hereunder, without the prior written consent of the other party. Any such attempted assignment, subcontract, sublicense or transfer thereof shall be void and have no force or effect. This Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and heirs. [Emphasis added]

That was the clause appearing in a license agreement for a patented waterproof zipper between YKK Corp. and Au Haven LLC, the patent owner.  YKK negotiated an exclusive license to manufacture the patented zippers in exchange for a royalty on sales. Through a series of assignments, ownership of the patent was transferred to a new owner, Trelleborg. YKK, however, did not consent to the assignment of the patent to Trelleborg.  The new owner later joined Au Haven and they both sued YKK for breach of the patent license agreement as well as infringement of the licensed patent.

YKK countered, arguing that Trelleborg (the patent owner) did not have standing to sue, since the purported assignment was void, according to the clause quoted above, due to the fact that YKK’s consent was never obtained: “Any such attempted assignment, subcontract, sublicense or transfer thereof shall be void and have no force or effect.” (Emphasis added) In other words,   YKK argued that since the attempted assignment of the patent was done without consent, it was not an effective assignment, and thus Trelleborg was not the proper owner of the patent, and thus had no right to sue for infringement of that patent.

The court considered this in the recent US decision in Au New Haven LLC v. YKK Corporation (US District Court SDNY, Sept. 28, 2016) (hat tip to Finnegan). Rejecting YKK’s argument, the court found that the clause did not prevent assignments of the underlying patent or render assignments of the patent invalid, since the clause only prohibited assignments of the agreement and of any interest under the agreement, and it did not specifically mention the assignment of the patent itself.

Thus, the transfer of the patent (even though it was done without YKK’s consent) was valid, meaning Trelleborg had the right to sue for infringement of that patent.

Both licensors and licensees should take care to consider the consequences of the assignment provisions of their license, whether assignment is permitted by the licensee or licensor, and whether assignment of the underlying patent should be controlled under the agreement.

Calgary – 07:00 MST

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Bozo’s Flippity-Flop and Shooting Stars: A cautionary tale about rights management

 

By Richard Stobbe

If you’ve ever taken piano lessons then titles like “Bozo’s Flippity-Flop”, “Shooting Stars” and “Little Elves and Pixies” may be familiar.

These are among the titles that were drawn into a recent copyright infringement lawsuit brought by the Royal Conservatory against a rival music publisher for publication of a series of musical works. In Royal Conservatory of Music v. Macintosh (Novus Via Music Group Inc.) 2016 FC 929, the Royal Conservatory and its publishing arm Frederick Harris Music sought damages for publication of these works by Conservatory Canada and its music publisher Novus Via Music.

The case serves as a cautionary tale about records and rights management, since much of the confusion between the parties, and indeed within the case itself, could be blamed on missing or incomplete records about who ultimately had the rights to the musical works at issue. In particular, a 1999 agreement which would have clarified the scope of rights, was completely missing. The court ultimately determined that there was no evidence that the defendants Conservatory Canada and its music publisher Novus Via Music could benefit from any rights to publish these songs; the missing 1999 agreement was never assigned or extended to the defendants.

In assessing damages for infringement, the court reviewed the factors set forth in the Copyright Act, including:

  •  the good faith or bad faith of the defendant;
  •  the conduct of the parties before and during the proceedings;
  •  the need to deter other infringements of the copyright in question;
  •  in the case of infringements for non-commercial purposes, the need for an award to be proportionate to the infringements, in consideration of the hardship the award may cause to the defendant, whether the infringement was for private purposes or not, and the impact of the infringements on the plaintiff.

In evaluating the deterrence factor, the court noted: “it is unclear what effect a large damages award would have in deterring further copyright infringement, when the infringement at issue here appears to be the product of poor record-keeping and rights management on the part of both parties.  If anything, this case is instructive that the failure to keep crucial contracts muddies the waters around rights, and any resulting infringement claims.  The Respondents should not alone bear the brunt of this laxity, because the Applicants played an equal part in the inability to provide to the Court the key document at issue.” [Italics added]

For these reasons, the court set per work damages at the lowest end of the commercial range ($500 per work), for a total award of $10,500 in damages.

Calgary – o7:00 MST

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Copyright and the Creative Commons License

 

By Richard Stobbe

There are dozens of online photo-sharing platforms. When using such photo-sharing venues, photographers should take care not to make the same mistake as Art Drauglis, who posted a photo to his online account through the photo-sharing site Flickr, and then discovered that it had been published on the cover of someone else’s book. Mr. Drauglis made his photo available through a Creative Commons CC BY-SA 2.0 license, which permitted reproduction of his photo, even for commercial purposes.

You might be surprised to find out how much online content is licensed through the “Creative Commons” licensing regime. According to recent estimates, adoption of Creative Commons (CC) has expanded from 140 million licensed works in 2006, to over 1 billion today, including hundreds of millions of images and videos.

In the decision in Drauglis v. Kappa Map Group LLC (U.S. District Court D.C., cv-14-1043, Aug. 18, 2015), the federal court acknowledged that, under the terms of the CC BY-SA 2.0 license, the photo was licensed for commercial use, so long as proper attribution was given according to the technical requirements in the license. The court found that Kappa Map Group complied with the attribution requirements by listing the essential information on the back cover. The publisher’s use of the photo did not exceed the scope of the CC license; the copyright claim was dismissed.

There are several flavours of CC license:

  • The Attribution License (known as CC BY)
  • The Attribution-ShareAlike License (CC BY-SA)
  • The Attribution-NoDerivs License (CC BY-ND)
  • The Attribution-NonCommercial License (CC BY-NC)
  • The Attribution-NonCommercial-ShareAlike License (CC BY-NC-SA)
  • The Attribution-NonCommercial-NoDerivs License (CC BY-NC-ND)
  • Lastly, a so-called Public Domain (CC0) designation permits the owner of a work to make it available with “No Rights Reserved”, essentially waiving all copyright claims.

Looks confusing? Even within these categories, there are variations and iterations. For example, there is a version 1.0, all the way up to version 4.0 of each license. The licenses are also translated into multiple languages.

Remember: “available on the internet” is not the same as “free for the taking”. Get advice on the use of content which is made available under any Creative Commons license.

Calgary – 07:00 MST

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Android vs. Java: Copyright Update

By Richard Stobbe

In a sprawling,  billion-dollar lawsuit that started in 2010, a jury yesterday returned a verdict in favour of Google, delivering a blow to Oracle.  (For those who have lost the thread of this story, see : API Copyright Update: Oracle wins this round).

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The essence of Oracle America Inc. v. Google Inc. is a claim by Oracle that Google’s Android operating system copied a number of APIs from Oracle’s Java code, and this copying constituted copyright infringement. Infringement, Oracle argued, that should give rise to damages based on Google’s use of Android. Now think for a minute of the profits that Google might attribute to its use of Android, which has dominated mobile operating system since its introduction in 2007. Oracle claimed damages of almost $10 billion.

In prior decisions, the US Federal Court decided that Google’s copying did infringe Oracle’s copyright. The central issue in this phase was whether Google could sustain a ‘fair use’ defense to that infringement. Yesterday, the jury sided with Google, deciding that Google’s use of the copied code constituted ‘fair use’, effectively quashing Oracle’s damages claim.

Oracle reportedly vowed to appeal.

 

Calgary – 10:00 MST

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Clickwrap Agreement From a Paper Contract?

 
By Richard Stobbe

Can a binding contract be formed merely with a link to another set of terms? (For background on this topic, check out our earlier post What, exactly, is a browsewrap? which reviews browsewraps, clickwraps, clickthroughs, terms of use, terms of service and EULAs).

The answer is clearly… it depends. Consider the American case of Holdbrook Pediatric Dental, LLC, v. Pro Computer Service, LLC (PCS), a New Jersey decision which considered the enforceability of a set of terms which were linked from a paper hard-copy version of the contract. In this case, PCS sent a contract to its customer electronically. The customer printed out the paper version and signed it in hard copy. A hyperlink appeared near the signature line, pointing to a separate set of Terms and Conditions in HTML code. Of course on the paper copy these terms cannot be hyperlinked.

PCS asserted that these separate terms were incorporated into the signed paper contract, since they function as a clickable hyperlink in the electronic version.  The court disagreed: “In order for there to be a proper and enforceable incorporation by reference of a separate document . . . the party to be bound by the terms must have had ‘knowledge of and assented to the incorporated terms.’”  Here, there was no independent assent to the additional Terms and Conditions, and the mixed media nature of the contracting process worked against PCS. In addition to the fact that the separate terms were not easily accessible by the customer, the text was not clear. It merely said “Download Terms and Conditions”, without providing reasonable notice to the customer that assent to the main contract included assent to these additional terms. The additional terms were not binding on the customer.

Lessons for business? Get legal advice!

 

Calgary – 07:00 MST

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Facebook Follows Google to the SCC

 

By Richard Stobbe

A class action case against Facebook (see our previous posts for more background) is heading to the Supreme Court of Canada.

The BC Court of Appeal in Douez v. Facebook, Inc., 2015 BCCA 279 (CanLII)  had reviewed the question of whether the Facebook terms (which apply California law) should be enforced in Canada or whether they should give way to local B.C. law. The appeal court reversed the trail judge and decided that the Facebook’s forum selection clause should be enforced.

Facebook now joins Google, whose own internet jurisdiction is also going up to the Supreme Court of Canada this year.

These are two cases to watch.

Calgary – 07:00 MT

 

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CASL Enforcement (Part 2)

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By Richard Stobbe

As reviewed in Part 1, since July 1, 2014, Canada’s Anti-Spam Law (or CASL) has been in effect, and the software-related provisions have been in force since January 15, 2015.

In January, 2016, the Canadian Radio-television and Telecommunications Commission (CRTC) executed a search warrant at business locations in Ontario in the course of an ongoing investigation relating to the installation of malicious software (malware) (See: CRTC executes warrant in malicious malware investigation). The allegations also involve alteration of transmission data (such as an email’s address, date, time, origin) contrary to CASL. This represents one of the first enforcement actions under the computer-program provisions of CASL.

The first publicized case came in December, 2015, when the CRTC announced that it took down a “command-and-control server” located in Toronto as part of a coordinated international effort, working together with Federal Bureau of Investigation, Europol, Interpol, and the RCMP. This is perhaps the closest the CRTC gets to international criminal drama. (See: CRTC serves its first-ever warrant under CASL in botnet takedown).

Given the proliferation of malware, two actions in the span of a year cannot be described as aggressive enforcement, but it is very likely that this represents the visible tip of the iceberg of ongoing investigations.

Calgary – 07:00 MT

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CBC v. SODRAC: Supreme Court on Canadian Copyright

By Richard Stobbe

The CBC, like all television broadcasters, makes copies of various works – such as music and other content – in the course of preparing programs for broadcast. So-called “synchronization copies” are used to add musical works to a program. Then a “master copy” is made, when the music synchronization is complete. The master copy of the completed program is loaded for broadcast, and various internal copies are made of the master copy. These copies are called “broadcast‑incidental copies”. In a nutshell, these are copies made in the process of production of a program, as distinct from the broadcast of the program.

In one of the more esoteric copyright topics to make it to the Supreme Court, the decision in Canadian Broadcasting Corp. v. SODRAC 2003 Inc., 2015 SCC 57 (CanLII), examined whether these “broadcast‑incidental copies” require a separate license because they would constitute an infringement of copyright if made without consent of the copyright owner. Or, rather, are they caught within the standard broadcast license that CBC would have negotiated with rightsholders, such as SODRAC, and thus they wouldn’t require a separate license… Still with me?

The Court decided that “broadcast‑incidental copying” engages the reproduction right in Section 3 of the Copyright Act. These so-called “ephemeral copies” are not exempted by ss. 30.8 and 30.9 of the Act. The Court noted that “While balance between user and right‑holder interests and technological neutrality are central to Canadian copyright law, they cannot change the express terms of the Act.” Importantly, the Court also cautioned that “The principle of technological neutrality recognizes that, absent parliamentary intent to the contrary, the Act should not be interpreted or applied to favour or discriminate against any particular form of technology.”

In the end the decision was sent back down to the Copyright Board for reconsideration of valuation of the license in accordance with the principles of technological neutrality and the balance between balance between user and right‑holder interests.

Calgary – 07:00 MT

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Limitations of Liability: Do they work in the Alberta Oilpatch?

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By Richard Stobbe

Let’s consider that contract you’re about to sign. Does it contain a limitation of liability? And if so, are those even enforceable? It’s been several years since we last wrote about limitations of liability and exclusion clauses (See: Limitations of Liability: Do they work?) and it’s time for another look.

A limitation of liability seeks to reduce or cap one party’s liability to a certain dollar amount – usually a nominal amount. An exclusion clause is a bit different – the exclusion clause seeks to preclude any contractual claim whatsoever.

To understand the current state of the law, we have to look at the decision in Tercon Contractors Ltd. v. British Columbia (Transportation and Highways), 2010 SCC 4 (CanLII), 315 D.L.R. (4th) 385, where the Supreme Court of Canada laid down a three-part framework. This test requires the court to determine:

(a) whether, as a matter of interpretation, the exclusion clause applies to the circumstances established in the evidence;

(b) if the exclusion clause applies, whether the clause was unconscionable and therefore invalid, at the time the contract was made; and

(c) if the clause is held to be valid under (b), whether the Court should nevertheless refuse to enforce the exclusion clause, because of an “overriding public policy, proof of which lies on the other party seeking to avoid enforcement of the clause, that outweighs the very strong public interest in the enforcement of contracts”.

We can illustrate this if we apply these concepts to a recent Alberta case. In this case, the court considered a limitation of liability in the context of a standard form industry contract, the terms of which were negotiated between the Canadian Association of Oilwell Drilling Contractors and the Canadian Association of Petroleum Producers. Anyone doing business in the Alberta oilpatch will have seen one of these agreements, or something similar.

The court describes this agreement as a bilateral no-fault contract, where one party takes responsibility for damage or loss of its own equipment, regardless of how that damage or loss was caused. Precision Drilling Canada Limited Partnership v Yangarra Resources Ltd., 2015 ABQB 433 (CanLII) dealt with a situation where one of Precision’s employees caused damage to Yangarra’s well. In the end Yangarra lost $300,000 worth of equipment down the well, which was abandoned. Add the cost of fishing operations to retrieve the lost equipment (about $720,000), and add the cost of drilling a relief well (about $2.5 million). All of this could be traced to the conduct of one of Precision’s employees – ouch.

Despite all of this, the court decided that the bilateral risk allocation (exclusion of liability) clauses in the contract between Yangarra and Precision applied to allocate these costs to Yangarra, regardless of who caused the losses. The court decided that enforcing this limitation of liability clause was neither unconscionable nor contrary to public policy. The clause was upheld, and Precision escaped liability.

Calgary – 07:00

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Apple’s Liability for the Xcode Hack

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By Richard Stobbe

I don’t think I’m going out on a limb by speculating that someone, somewhere is preparing a class-action suit based on the recently disclosed hack of Apple’s app ecosystem.iphone6_34fl_3_color_spaced_homescreen_landing.jpg

How did it happen? In a nutshell, hackers were able to infect a version of Apple’s Xcode software package for iOS app developers. A number of iOS developers – primarily in China, according to recent reports – downloaded this corrupted version of Xcode, then used it to compile their apps. This corrupted version was not the “official” Apple version; it was accessed from a third-party file-sharing site. Apps compiled with this version of Xcode were infected with malware known as XcodeGhost. These corrupted apps were uploaded and distributed through Apple’s Chinese App Store. In this way the XcodeGhost malware snuck past Apple’s own code review protocols and, through the wonder of app store downloads, it infected millions of iOS devices around the world.

The malware does a number of nasty things – including fishing for a user’s iCloud password.

This case provides a good case study for how risk is allocated in license agreements and terms of service. What do Apple’s terms say about this kind of thing? In Canada, the App Store Terms and Conditions govern a user’s contractual relationship with Apple for the use of the App Store. On the face of it, these terms disclaim liability for any “…LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND APPLE CANADA DISCLAIMS ANY LIABILITY RELATING THERETO.”

Apple could be expected to argue that this clause deflects liability. And if Apple is found liable, then it would seek the cover of its limitation of liability clause. In the current version of the terms, Apple claims an overall limit of liability of $50. Let’s not forget that “hundreds of millions of users” are potentially affected.

As a preliminary step however, Apple would be expected to argue that the law of the State of California governs the contract, and Apple would be arguing that any remedy must be sought in a California court (see our post the other day: Forum Selection in Online Terms).

Will this limit of liability and forum-selection clause hold up to the scrutiny of Canadian courts if there is a claim against Apple?

Calgary – 07:00 MT

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Forum Selection in Online Terms

By Richard Stobbe

Let’s say you’re a Canadian company doing business with a US supplier – which law should govern the contract? ‘Forum selection’ and ‘governing law’ refer to the practice of choosing the applicable law and venue for resolving disputes in a contract.

Software vendors and cloud service providers often include these clauses in their standard-form contracts as a means of ensuring that they enjoy home-turf advantage in the event of disputes. This is very common in consumer-facing contracts, such as Facebook’s Terms of Service. That contract says: “e laws of the State of California will govern this Statement, as well as any claim that might arise between you and us, without regard to conflict of law provisions.

In our earlier post (Two Privacy Class Actions: Facebook and Apple), we looked at a BC decision which reviewed the question of whether the Facebook terms (which apply California law) should be enforced in Canada or whether they should give way to local law. The lower court accepted that, on its face, the Terms of Service were valid, clear and enforceable and the lower court went on to decide that Facebook’s Forum Selection Clause should be set aside in this case, and the claim should proceed in a B.C. court.

Facebook appealed that decision: Douez v. Facebook, Inc., 2015 BCCA 279 (CanLII), (See this link to the Court of Appeal decision). The appeal court reversed and decided that the Forum Selection Clause should be enforced.

Interestingly, the court said “As a matter of B.C. law, no state (including B.C.) may unilaterally arrogate exclusive adjudicative jurisdiction for itself by purporting to apply its jurisdictional rules extraterritorially.” (See the debate regarding the Google and Equustek decision for a different perspective on the extraterritorial reach of B.C. courts.)

The Douez decision was fundamentally a class-action breach of privacy claim, and that claim was stopped through the Forum Selection Clause.

Calgary – 07:00 MT

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What Happens When a Franchise Agreement Ends, Part Three: Rescission

By Richard Stobbe

In our previous posts (See Part 1 and Part 2), we reviewed restrictive covenants and cancellation rights under franchise laws. In a recent decision out of the Ontario Court of Appeal, the dispute focussed on the right of rescission. As the court put it, the case of Caffé Demetre Franchising Corp. v. 2249027 Ontario Inc., 2015 ONCA 258 (CanLII) “is another case from the franchise world involving whether the franchisor met its disclosure obligations…”

Specifically, the franchisee complained that the franchisor’s disclosure document was deficient – so deficient, in fact, that it entitled the franchisee to rescind the franchise agreement. In the disclosure document, the franchisor failed to disclose ongoing litigation commenced by the franchisor against a competitor. Was this failure a material deficiency giving rise to a right of rescission?

A disclosure document must disclose “all material facts”. A material fact is described in the legislation as any information about the business or operations of the franchisor, or about the franchise system “that would reasonably be expected to have a significant effect on the value or price of the franchise to be granted or the decision to acquire the franchise.”

The court in this Ontario case decided that the failure to disclose the franchisor’s litigation was a deficiency but not “sufficiently significant” that the franchisees were entitled to rescission. To qualify as a deficiency that gives rise to a right of rescission, the disclosure document must suffer from “stark and material deficiencies,” such that a court can conclude that it amounts to no disclosure at all. It is worth noting that the court was clear that litigation must be disclosed if it falls within the description contained in s. 2(5) of the Ontario regulations (the equivalent in Alberta is the Franchises Regulation, Alta Reg 240/1995), which mandates disclosure of any past or pending lawsuit or court order which involves allegations of “misrepresentation, unfair or deceptive business practices” including a failure to provide proper franchise disclosure. If the litigation in question involved any of these issues, then the decision would have been different.

Calgary – 07:00

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Patent Update: Infringement and “Non-Infringing Alternatives”

By Richard Stobbe

If you are a patent owner, you are entitled to damages if someone infringes your patent. The measure of damages is compensatory damages, lost profits or a “reasonable royalty”. Is it fair for the infringer to say that the damages should be reduced because the infringer could have made the same sales using an available alternative that did not infringe the patent?

Marck sued its rival Apotex for patent infringement for sales of the drug lovastatin. The trial judge awarded Merck a total damages award of $119 million. In the decision in Apotex Inc. v. Merck & Co., Inc. 2015 FCA 171, the court considered Apotex’s argument about “non-infringing alternatives”. In a nutshell, Apotex was saying, okay, we infringed when we sold lovastatin using the patent process, but we could have made the same sales of lovastatin using another process that did not infringe. Therefore, the measure of damages should be lower, since the loss of profits could still have been suffered by the patent holder without any patent infringement.

The court describes it this way: “The principal issue raised on this appeal is whether, when calculating damages for patent infringement, it is relevant to consider the availability of non-infringing alternative products available to the infringer. For the reasons that follow I have concluded that, as a matter of law, the availability of a non-infringing alternative is a relevant consideration. The issue arises in the following context: Apotex has been found liable for patent infringement. On the issue of remedy, Apotex submits that the damages it is liable for should be reduced because it had available a non-infringing product that it could and would have used.” (Emphasis added) In other words, the patent holder’s sales could have been reduced simply by legitimate competition as opposed to infringement. In the end, the court agreed that non-infringing alternatives should be considered, but disagreed that there was any non-infringing alternative available in this case.

The damages award (one of the largest damage awards in Canada) remained in place and Apotex’s appeal was dismissed. This kicks open the door to arguments about using “non-infringing alternatives” to reduce damages in future patent infringement lawsuits.

Calgary – 05:00 MT

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Patent Licensee’s Standing to Sue for Infringement

By Richard Stobbe

Although you might not think so, given the proliferation of litigation, courts are actually very particular about who can bring a lawsuit. In order for a plaintiff to file a lawsuit, it must have ‘standing’ or put another way, “A court may exercise jurisdiction only if a plaintiff has standing to sue on the date it files suit.” A recent US case examined when a patent licensee has standing to sue for patent infringement.

According to the US court in Luminara Worldwide, LLC v. Liown Electronics Co.: Even if the patent holder does not transfer formal legal title, the patent holder may effect a transfer of ownership for the purposes of standing in a lawsuit if it conveys “all substantial rights in the patent to the transferee.” One of those “substantial rights” must include an “exclusive license” to practice the patent in question. In the event that a licensee obtains an exclusive license and all substantial rights, then the licensee is effectively treated just like a patent owner, and has standing to sue for infringement in its own name.

When negotiating patent licenses, ensure that you pay attention to the grant of rights. Do you intend to grant rights to permit the licensee to sue in its own name, or should that right be reserved to the patent owner / licensor?

In Canada, compare the finding of the Federal Court in the copyright context in Milliken & Co. v. Interface Flooring Systems (Canada) Inc.(FC): “A non-exclusive licensee does not derive any right, title or interest in the copyright that could give it the standing to sue. It has no right to sue alone in a copyright infringement action.”

Calgary – 07:00 MST

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What Happens When a Franchise Agreement Ends, Part Two: Cancellation

By Richard Stobbe 

In some cases, a franchise relationship ends after many years of business. At the point of termination, the parties must wrestle with a number of issues, including customers, inventory, and (as we reviewed in Part 1) the impact of any post-termination restrictive covenants.

In other cases, however, the franchise relationship barely gets off the ground. Remember, Section 13 of the Alberta Franchises Act states that, if a franchisor fails to give a prospective franchisee a complete “disclosure document,” then the franchisee may rescind (or cancel) the franchise agreement and end the relationship. However, the franchisee must send the cancellation within certain time limits: either 60 days after receiving the disclosure document, or within 2 years after the franchisee is granted the franchise, whichever occurs first.

A failure to give complete disclosure allows the franchisee to cancel. So what does it mean to give complete disclosure?

Under the Act, a franchisor must make a number of disclosures, including (but not limited to):

  • Basic information about the name and address of the franchisor and the length of time the franchisor has operated the business;
  • The names of the directors, general partners and officers of the franchisor who will have management responsibilities;
  • Details on convictions for the previous 10 years relating to the franchisor and its associates, and any of the directors, general partners and officers of the franchisor;
  • Lawsuits or pending lawsuits involving misrepresentation, and unfair or deceptive acts or practices;
  • Details of any bankruptcy or insolvency proceedings, voluntary or otherwise;
  • The names, mailing addresses and phone numbers of all existing franchisees presently operating an outlet in Alberta under the same trade name as the franchise being offered, and the addresses and phone numbers of those outlets; and
  • Financial statements of the franchisor, among other information.

If proper disclosure is not made, a franchisee may cancel and recover any net losses incurred in acquiring, setting up and operating the franchised business.

In 1448244 Alberta Inc. v. Asian Concepts Franchising Corporation, 2013 ABQB 221 (CanLII), an Alberta court reviewed a franchisee’s claim that it did not receive proper disclosure. Specifically, the franchisee alleged that the disclosure document was deficient and therefore not ‘substantially complete’ within the meaning of the Act because the document was signed by only one director. The Regulations are clear that a disclosure document must include a certificate that is to be signed by at least two officers or directors of the franchisor. The fundamental question: Does the lack of two signatures to the disclosure document provided by the franchisor mean that it is not ‘substantially complete’ within the meaning of the Act?

Described another way: the substance of the disclosure document itself was not challenged in this case. The only complaint was that the certificate, which accompanies the disclosure document, was only signed by one, instead of two, directors.

The Alberta Court of Appeal reviewed this situation in 2008 in the Hi Hotel case. In that case, the certificate accompanying the disclosure document contained no signatures, and was therefore found not to be “substantially complete” within the requirements of the Act. In the Asian Concepts decision, the Court concluded that a disclosure document with only one signature was deficient, since it deprived the franchisee of a potential cause of action against a second signatory to the disclosure document. This finding opened the door for the franchisee to recover losses incurred in acquiring, setting up and operating the franchised business. The Court confirmed: “…the lack of misrepresentation, or the lack of reliance on representations, are irrelevant to the issue at hand. What matters is whether the disclosure document which was provided was substantially complete or not. And when the statute requires two signatories responsible for and liable for the required disclosure, yet only one is provided, the disclosure statement cannot be said to be ‘substantially complete.’ This is plain and obvious.”

What are the lessons? Franchisors in Alberta should take care to ensure that the disclosure document follows the strict requirements of the Act and Regulations, both as to form and substance. Seemingly minor gaps in compliance can result in serious consequences for the franchisor. Franchisees, on the other hand, will be reviewing compliance with a careful eye in situations where the franchisee wishes to extricate itself and end the relationship. Of course, both parties should always seek appropriate legal advice when entering into and concluding franchising relationships in Alberta.

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Open Source Software: The Costs of Non-Compliance

By Richard Stobbe

For software vendors, open source software (OSS) should be treated like a compliance issue – in the same way that corporate, securities or environmental compliance is a concern for many companies. The failure to manage compliance can be costly – just like it would be if a company ignored its environmental or securities compliance obligations. An environmental remediation order or a cease-trade order might result from compliance failures in those other areas.

What does it look like in the case of OSS compliance failures?

We need look no further than the Versata litigation which has spawned no less than 5 cases in the US:

  1. Versata Software Inc. f/k/a Trilogy Software, Inc. and Versata Development Group Inc. f/k/a Trilogy Development Group Inc. v. Ameriprise Financial Inc., Ameriprise Financial Services, Inc. and American Enterprise Investment Services, Inc., Case No. D-1-GN-12-003588; 53rd Judicial District Court of Travis County, Texas
  2. Versata Software Inc. v. Infosys, Case No. 1:10cv792, U.S. District Court, Western District of Texas
  3. Versata Software Inc. v. Ameriprise Financial Services Inc. et al., Case No. 1:14-cv-12, U.S. District Court, Western District of Texas, Case No. 1:14-cv-12, U.S. District Court, Western District of Texas
  4. XimpleWare Corp. v. Versata Software Inc., Trilogy Development Group, Inc., Ameriprise Financial, Inc., Ameriprise Financial Services, Inc., Aurea Software, Inc., Case No. 3:13cv5160, U.S. District Court, Northern District of California
  5. XimpleWare Corp. v. Versata Software Inc., Aurea Software Inc., Trilogy Development Group, Inc., Ameriprise Financial Services, Inc., Ameriprise Financial, Inc., United HealthCare Services, Inc., Waddell & Reed, Inc., Aviva USA Corporation, Metropolitan Life Insurance Company, Pacific Life Insurance Company, The Prudential Insurance Company of America, Inc., Wellmark, Inc., Case No. 5:13cv5161, U.S. District Court, Northern District of California (San Jose).
  6. In a nutshell, the lawsuits centre around the use of an open source component in Versata’s Distribution Channel Management (DCM) software. Versata originally sued Ameriprise for breach of a software license agreement for the use of the DCM software. In the course of that litigation between Versata and Ameriprise, it became clear that there were significant underlying issues related to an XML-parsing component called VTD-XML, distributed by XimpleWare

    While XimpleWare does offer VTD-XML under a “closed” commercial license, Versata had not obtained a commercial license for the component, and thus the component was governed by GPLv2, an open source license.  This in turn laid bare the gaps in Versata’s OSS compliance and raised questions of whether the DCM was a derivative, making the whole of Versata’s proprietary code subject to the GPLv2. XimpleWare, for its part sued Versata, Ameriprise and all of Versata’s DCM customers based on breach of the GPLv2 and patent infringement.

    We will be watching whether any judicial guidance comes out of this US litigation. In the meantime, it serves as a cautionary tale for software vendors: OSS compliance must be addressed with the same attention and diligence as a regulatory compliance issue.

Our group can assist with compliance and risk mitigation, leaving software vendors to focus on their business.

Related Reading: Lawsuit threatens to break new ground on the GPL and software licensing issues 

Calgary – 07:00 MST

 

 

 

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Is “One Dollar” Sufficient for a Patent Assignment?

By Richard Stobbe

You may have read the recitals or introductory clauses in a license or an assignment agreement. In most cases, these clauses are just skimmed, if they are reviewed at all. In a recent decision of the US Federal Circuit Court of Appeals, the court reviewed the impact of the so-called “consideration” clause in an assignment. In patent law, an assignment is a contract transferring ownership of an invention by the inventors. This permits the assignee (the party getting the invention, such as an employer or a purchaser) to file a patent application as the applicant and owner of the invention. This assignment document is a contract, and so it must meet all the requirements of contract law. One of those requirements is that there must be adequate “consideration” – in other words, something of value that flows to each party. It can be money, or something else of value.

In MemoryLink Corp. v. Motorola Solutions. Inc., (Fed. Cir. Dec. 5, 2014)(No. 2014-1186, N.D. Ill.), the court looked at the consideration clause in the context of a patent infringement lawsuit. Memorylink sued Motorola for infringement of a certain patent. However, both Memorylink and Motorola were joint owners of the underlying inventions by virtue of an assignment which was signed by all the inventors. Memorylink attacked the validity of that assignment, arguing there was a lack of consideration.

In June 1998, all four designated inventors signed the assignment, transferring their rights to both Motorola and Memorylink. The assignment begins with this statement: “For and in consideration of the sum of One Dollar to us in hand paid, and other good and valuable consideration, the receipt of which is hereby acknowledged..

There are variations of that clause – sometimes the sum of one dollar, sometimes five or ten dollars – but they are all designed for the same purpose: to remove the argument that the contract should fail for lack of consideration. In the context of the assignment and transfer of valuable patent rights, is one dollar truly sufficient to create a legally binding contract? 

Citing decisions that reach back to the 19th century, the US court said, yes, nominal consideration will suffice to support a contract, including an invention assignment. Courts will not inquire into whether or not the consideration listed in the agreement is adequate, unless the amount is “so grossly inadequate as to shock the conscience.” In this case, the amount of $1.00 did not shock the court’s conscience. The original 1998 assignment was valid, and Motorola was a joint owner of the patent. As a joint owner, Motorola could not be liable for infringement of the patent.

 

Calgary – 07:00 MST 

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Intellectual Asset Management Best Practices – Part 2

 –

By Richard Stobbe

In Part 1, we looked at three important steps in starting an intellectual asset management process within your organization. “Intellectual assets” can include the know-how and intellectual capital within your organization together with registered and unregistered intellectual property (IP), inventions, trade-secrets, patents, copyright-protected works, trademarks, industrial designs, and other forms of IP.

As we reviewed in Part 1, intellectual asset management starts with (i) an internal IP audit, coupled with (ii) internal education about the strategic importance of intellectual property within the organization; and (iii) the organization should establish a screening process, to weigh the various factors that influence how to innovate through “make versus buy” decisions.

In Part 2, we take a deeper dive. An organization can be innovative without being commercially successful. In other words, there is often a gap between the creative process of innovating, and the successful commercialization of those innovations. By implementing the steps in Part 1, an organization becomes more sophisticated in its treatment and analysis of intellectual assets, and an organization will develop a culture in which IP is understood and valued. That helps close that gap. However, this does not necessarily mean that intellectual assets will become an engine of economic value. That requires the development of additional skills and competencies within the organization. Consider the following “next steps”:

  1. Strategic Alignment: Let’s be clear. IP should not drive the organization. Rather, the strategic goals of the organization should inform the intellectual asset management strategy. Ensure that IP policies are aligned with the strategic goals of the organization. Consider the organization in question: is this a university? A government research lab? A medium-sized for-profit business, or maybe it’s a growing business with markets in multiple jurisdictions.
    • How is success measured for this organization?
    • Are there immediate goals of raising capital?
    • Entering a new international market?
    • Attracting investors?
    • Making a strategic alliance or partnership?
    • Should the IP policy reflect a defensive or offensive position?

    All of these organizations will have different strategic goals and must ensure that their intellectual asset management strategy reflects and supports the overarching goals of the organization. IP is only one piece of the puzzle.

  2. Gap Analysis: An IP audit is focussed primarily on taking an inventory of the organization’s intellectual assets. A ‘gap analysis’ is the next step: it’s an assessment of what’s missing from the organization’s IP toolbox. What does the organization need in order to achieve its goals? And how can the gaps in the organization’s IP inventory be filled, considering the strategic goals involved. This internal analysis can lead to an external, “outward looking” review. What is available in the marketplace, either through acquisition, in-licensing or strategic partnership? See also the “make versus buy decisions” discussed in Part 1. In connection with the analysis of “gaps” in the IP portfolio, look at any gaps in the paper: How do employment agreements and consultant agreements deal with IP ownership issues and confidentiality? Do vendor or supplier agreements need to be bolstered to address IP issues? Perhaps standard-form end-user licenses or service agreements need to be reviewed to ensure that the treatment of IP is in alignment with the organization’s overall intellectual asset management policies.
  3. IP Exploitation: As mentioned above, an organization may be adept at innovating, and it may have a sophisticated process of cataloguing internal IP, and even assessing the gaps in that portfolio. IP commercialization and exploitation is the process by which an organization extracts value from its intellectual assets. This can be from product sales, or from out-licensing of IP-protected services and processes, as well as licensing relationships and franchise agreements, joint ventures and cross-licensing. An organization must understand the steps to market, whether through its own sales channels, or through distributorships or resellers. And the process of bringing innovations to market will be supported by a well-designed intellectual asset management system.

Richard Stobbe is an IP lawyer, trademark agent and Certified Licensing Professional. To discuss the importance of intellectual assets within your organization, contact Richard Stobbe in our Intellectual Property and Technology Group.

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