Superpump is a company based in Scotland that faced an issue of patent copying as one of their rival companies naming Pumps-R-Us Limited had launched a similar high-pressure pump to their Superpump DBX. After an investigation being done, they found out that the contractor which Superpump limited had given the task to design and make the Superpump RDX later went on to work with Pumps-R-Us Limited after three years. The name of the contractor was Maurice but he was never an employee at Superpump limited so according to the IP Laws of the UK only an employee can be charged under stealing of the rights of Intellectual Property. Moreover, the written contract with Superpump limited had said no specific clause that mentioned who will eventually have the rights of the Intellectual Property developed. (Masiyakurima, P., 2020.)
Organizations frequently recruit and put resources into workers and contractors to develop new items, further development measures, make new advances and foster new business sectors. With this venture, it should not shock anyone that the business for the most part owns the protected innovation made by its workers over the span of their work. Licensed innovation that is made by a worker or a contractor other than the entire business is often claimed by the representative and not by the business. These straightforward standards present difficulties for workers and businesses the same. This is what happened in this case. The Patents Act 1977 deals with the current situation of Patents which says that only a legal employer of the company can be charged with the trademarks act if proper documents of the patent are maintained. In this case, Maurice already had a written document with the Superpump which stated eventually nothing about who holds the developed property right of the Superpump RDX which gradually allows not only Maurice to make a similar pump and sell in the market or provide the design to any company, it also allows the Superpump limited to do anything with the design in which case Maurice couldn’t have taken any legal action against the Superpump limited company.
If the Superpump limited company maintained the document or agreement which stated that they have the IP rights of the Superpump RDX and Maurice eventually agreed with it and signed it and after that, he went on the with the Pumps-R-Us Limited and did what he did then he could have been taken in under the new sections of 35ZA of the Registered Design Act 1949 which deals with the copying of design of a registered business or a company. (Smyth, D., 2021)
Whenever a design is created by any third party, who isn’t an employee of an organization, in this case the contractor, then the designer would be the sole owner of the creation. It won’t be the business that’s produced the work unless there is a signed or written document or agreement about the case. In this scenario Maurice eventually holds the design rights so he can do whatever he wants with the design and no IP act can affect him. So the entire scenario from the viewpoint of the Superpump limited company is vague as the owner of the UK Design Rights has the legislative power to reproduce the design for commercial purposes this is according to the Registered Design Act 1949 .In this case, Maurice eventually reproduced the design from the Superpump limited company to the Pumps-R-Us Limited Company owing to the non-documental IP right of the Superpump RDX.
The Patent Act 1977 also provides benefits to Maurice as it clearly states that if any design is produced or made by a third party member of the company who is not a legal owner then that individual will own the non-documental IP rights of the design or product they are producing.( Adams, S., 2017) In this case, Superpump Limited Company hired a third-party contractor which was Maurice who worked as the head of Superpump’s Research and Design department during his stay in the company and designed a Superpump RDX for the company on his own knowledge so according to the ENGLISH IP LAWS he holds the patent of the Superpump RDX and can gradually reproduce it for commercial or business purpose. It proves that Maurice is legally not guilty of copying the design of Superpump RDX and selling it to Pumps-R-Us Limited.
The Superpump Limited Company eventually cannot take any legal action against what Maurice did as he had proper rights for what he did so the only option which they have is to continue the business of Superpump RDX competing with their rival Pumps-R-Us Limited who more or less sell the similar design of pumps.
Superpump limited company was supposed to deliver a stockpile of gear bundles to Bigoil Limited company, a significant oil, and gas maker. The gear is a fundamental piece of Bigoil’s improvement of the Scurry oil field; a significant new oil field arranged around 20 miles west of the Shetland Isles. The agreement for the stock of hardware merited a sum of £4.5 million. Sadly, the conveyance of the agreement didn’t go as smoothly as it was planned or suppose to be. There was a genuine imperfection in the hardware bundle made by Superpump limited for Bigoil limited. The gear incorporates parts made utilizing steel provided by Wheeler’s Steel Ltd. The steel provided by Wheeler’s Steel was promised to be Grade A steel but eventually was Grade B Steel, which is milder, more permeable, and less tough than Grade A steel. Therefore, the gear made by Superpump doesn’t adjust to the agreement between Superpump and Bigoil and can’t be securely introduced or utilized. This imperfection was found at the purpose of testing by Superpump, preceding conveyance to Bigoil. Superpump expected to lead broad attempts to supplant the inadequate pieces of the gear bundle. This brought about a task deferral of three weeks. The postponement caused Bigoil misfortunes of £1million contained £500,000 loss of benefits and £500,000 squandered use.
The day preceding Superpump was going to re-convey the re-worked hardware to Bigoil; the gear was genuinely harmed by a significant fire in Superpump’s premises. The fire was intentionally brought about by an intruder who figured out how to get around the gatecrasher caution and overwhelmed the evening time safety officer before winding down the cutting edge fire concealment framework and purposely burning down the stockroom utilizing catalysts.
The need to re-fabricate the apparatus caused a further six-week delay. This caused Bigoil another £2million misfortune, allotted between loss of benefits and squandered use to a similar extent as in the past.
Wheeler’s Steel and Superpump
This entire loss of money for the Bigoil Limited Ccompany was not a look about for the Superpump Limited Company but the Superpump company was supposed to seek from Wheeler's Steel Company who on 13th of October promised to supply good Grade A Steel and as the Superpump limited company and the Wheelers steel company are doing business for pretty long years so they use to perform professional business on written contracts which consisted the terms and conditions. There were never such problems being faced by any of the two companies which would result in a shift to written contracting.
The Law of the contract which the companies held supposed to be under the English Law and in no circumstances the supplier would liable for any sums exceeding the value of the contract.( Graham, 2017) Neither of the companies would be liable for any consequential loss.
Notwithstanding any legally binding constraints of responsibility, if an item or any of its segment parts are inadequate or wrongly supplied then its maker might be obligated for harm under the custom-based law of carelessness according to English Laws of Contracting.
Activity under such law for carelessness can be brought for death, individual injury, and harm caused to private property as the consequence of an item imperfection. Neither sort of activity can be utilized to make up for unadulterated financial or weighty misfortune. In this case, as the Wheelers steel company supplied steel to Superpump limited company who was supposed to deliver products to Bigoil limited company, but as the Wheelers steel company delivered Grade B Steel rather than delivering Grade A Steel is a punishable offense according to the English Custom-based law for carelessness. Though the contract which the two Companies maintained stated that no liabilities would be dealt, in such carelessness cases it should be a punishable offense for the owner of the Wheelers steel company as the Grade B Steel is not as efficient as the Grade A Steel which eventually could have been a life risk for the remaining two companies the Superpump limited company the one who would make the product and the Bigoil limited company the one who would take the supply of product from the Superpump limited company. The Wheelers steel company would be penalized by the government for carelessly delivering wrong products to the Superpump limited company.
The Liability under Part 1 of the Consumer Protection Act states the supply of the defective products in which the particular products are supplied which are written or stated in the contract or are asked for through any means but are defective to some extent. (Bakar et al., 2018) Few of the products may be highly defective while the other product being gradually less defective. The law is much harder on defective products for the protection of the workers and the consumers of the product. This is not the case in this scenario as the Wheelers steel company has carelessly supplied wrong products other than supplying defective products which is a less punishable offense than supplying defective produc
The Superpump limited company would also be penalized for its carelessness regarding the safety of the workers. On the day when the re-delivery of the re-worked equipment was supposed to be done the night before that, an intruder managed to pass the security services and set fire on the warehouse accelerants. This eventually proves how unworthy is the security system of such a big company like the Superpump limited company. The owner of the Superpump limited company stated that their security systems were worse and they need to check into it. Damage to equipment by fire is eventually a natural disaster but in this case, it is not caused natural it is set up by an intruder who surpassed the security system of the company which proves that the fire was caused due to the carelessness of the Superpump limited company who didn’t even have proper security services for their company.
According to the English protection laws, the insurance would be provided to the company according to the property damage made in cases where intruders set the damages. If the fire set up the Superpump limited company was eventually a natural disaster and the fire generated naturally then the insurance money would have been easily gained by the company but in this case, the fire was set up by an intruder which results in the government checking their laws and the carelessness of the company and then allowing the insurance money to the company. (Aneta, K., 2017)
Property in the Act implies the property of an unmistakable sort, regardless of whether genuine or individual – the Act requires verification that unmistakable property has been harmed, not really that the actual harm ought to be substantial. The property incorporates land. Subsequently, land can be harmed; for instance, by unloading synthetics on it. The property doesn’t nonetheless remember intangibles or things for activity.
Damage isn’t characterized by the Act. It ought to be broadly deciphered to incorporate perpetual or impermanent actual damage yet in addition lasting or brief impedance of significant worth or value.
Any change to the actual idea of the property concerned may add up to Damage inside the significance of the segment. The courts have interpreted the term generously and included harm that isn’t perpetual like spreading mud on the dividers of a police cell. Where the impedance adds up to debilitation of the worth or handiness of the property to the proprietor, then, at that point the important damage is set up.
So, in this case, the Superpump limited company will eventually gain the insurance money but they would be warned to look into their security services for the protection of their workers and on the other hand, the Wheelers steel company would be penalized for their carelessness of delivering wrong products and the contract of the Superpump limited company and wheeler steel company would be stopped until further jurisdiction was made and the losses of the Bigoil limited company was a matter which would be looked into as it may or may not be incurred by the Superpump limited company.
Superpump and Bigoil
The problem which occurred between the Superpump limited company and the Bigoil limited company was large which resulted in tremendous losses of the Bigoil limited company. The problem was that the Superpump limited company failed to supply the product in the promised period according to the contract. There was a delay of three weeks due to the carelessness of the Superpump limited company as well as the Wheelers steel company which resulted in the loss of £1million which comprised £500,000 loss of profits and £500,000 wasted expenditure of the Bigoil limited company. After the three weeks delay the night before the re-delivery was to be made an intruder entered into the Superpump limited company and set fire on their warehouse and equipment which resulted in a tremendous loss and further delay of six weeks for the supply of products to the Bigoil limited company that caused a £2million loss to them which comprised £1million loss of profits and £1million wasted expenditure. There was a written contract between the Superpump limited company and the Bigoil limited company dated on the 19th of September, 2019 duly signed by the two parties. The contract consisted of two relevant clauses which had to be dealt with during this scenario.
The Force Majeure clause stated that neither of the parties would be liable for any inability to satisfy any term of state of this agreement if or to the degree that satisfaction has been deferred by a Force majeure occasion as herein under characterized which has been expeditiously advised to the next and which is outside the ability to control and without the shortcoming and carelessness of the gathering influenced and which, by the activity of sensible ingenuity, the said party can’t give against. This eventually states that there is nothing to do with any of the companies for the delay of three weeks and then a further delay of six weeks. The reason for the delay would be the only thing which shall be reasonable to the Clause. The first reason for the delay was the supply of wrong products from the Wheelers steel company which resulted in the wrong making of the product that needs to be supplied which was found during the testing. The Superpump Company didn’t supply the wrong goods as it may have affected the Bigoil limited company and as well as it wouldn’t have commons with the contract they had. According to the Sale of Goods Act 1930 if there is a defect found during the testing of a product and then also it is supplied that results to be a punishable offense which is not the case in this scenario. The defect was found by the testing team of Superpump limited and they delayed the delivery of the product for three weeks which accounts to the Act is permissible as the Sale of Goods Act 1930 also states that if defects are found during the testing of the product then the date of supply of good has to be increased for proper rearrangements to be made for the proper non-defective supply of products. (Taylor, S., 2018)
As such talking about the second the delay of six weeks was caused due to the fire set up by the intruder which eventually isn’t a natural delay but the clause number 15.2 of the Force Majeure states that occurrence of riots, invasion, acts of terrorism, earthquakes, fire, and other natural disasters can also be reasons of delay. Although the intruder entered the premises of the company breaching the security guards and security systems which is the fault of the carelessness of the company but still this according to the Clauses referred to the contact of Force Majeure between the two companies is not a lookout for the Superpump limited company as according to the Sale and Supply of Goods and Services Act, 1994 states that any disaster caused due to effects of any third person the supplier won’t be liable for the delay of supply or the losses of the other company. (Bridge & M.G., 2017)
Liquidated damages for late performance
Liquidated damages, additionally alluded to as exchanged and discovered damages are harms whose sums the gatherings assign during the arrangement of a contract for the harmed party to gather as remuneration upon a particular penetrate in such case late delivery of the product. This is most material where the damages are theoretical, in this case, delay of supply of product for a total of nine weeks.
At the point when damages are not foreordained/surveyed ahead of time, then, at that point, the sum recoverable is supposed to be on the loose to be concurred or controlled by a court or council in case of a break.
In this case, the clauses for liquidated damages clearly states that if the contractor that is the supplier that is the Superpump limited company fails to deliver the aforesaid equipment within the period been agreed in the contract then eventually the contractor would be liable for the liquidated damages for the Bigoil limited company. In this case, both companies agreed to a contract which stated that compensation of £55,000 would be given by the Superpump limited company for per day’s delay. This is entirely stated in the 34.1 number clauses of the liquidated damages. But according to the Sale of Goods Act 1930, no compensation can be charged if the delay is caused due to natural calamities or if the disaster is caused by any third party. (Taylor, S., 2018)Therefore the Superpump limited company has to pay compensation for only three weeks delay as the further six weeks delay was caused due to the fire in the warehouse accelerants.
Under the Act, to some extent, the company could have been saved from paying any compensations but the contract which both the companies signed clearly stated that if there was any delay of supply of goods then the contractor in this case the Superpump limited company will have to pay the liquidated damages amount excluding nature calamities in such case partially a natural calamity. Due to the contract between the Superpump limited company and the Bigoil limited company the liquidated damages were to be paid by the Superpump limited company which included a huge amount for just the delay of the first three weeks, the further six weeks delay occurred due to a partially natural calamity so the liquidated damages were not supposed to be paid by the Superpump limited company.
The purpose behind liquidated damage amongst the two companies was to build assurance and stay away from the legitimate expenses of deciding real damages later if the agreement is penetrated. Subsequently, they are most suitable as the customary law states. (Kendall & Wright., 2017)
By and large, at customary law, an liquidated damages provision won’t be upheld if its motivation is to rebuff the gathering in the break as opposed to remunerate the harmed party, in which case it is alluded to as a reformatory or punishment clause. One justification for this is that the authorization of the term would, essentially, require an even-handed request of explicit execution. Nonetheless, courts sitting in value will try to accomplish a reasonable outcome and won’t uphold a term that will prompt the low advancement of the implementing party. This resulted in the compensation amount of £55,000 per day’s delay for the Superpump limited company
For a liquidated damages provision to be maintained, two conditions should be met according to the English Law: (Austen-Baker, R., 2017)
The measure of the harms recognized should generally inexact the harms prone to fall upon the gathering looking to support the term as evaluated when the understanding of agreement was entered into.
The harms should be adequately unsure at the time the agreement is made that such a provision will probably save the two players the future trouble of assessing harms.
Harms that are adequately unsure might be alluded to as liquidated damages, and might be so sorted because they are not numerically measurable or are dependent upon a possibility. The Clauses referred to in the force Majeure went for the benefit of the Superpump limited company and the Clauses referred to in the liquidated damages for late performance eventually went against the Superpump limited company.
Adams, S., 2017. Patents. In British Librarianship and Information Work 1991–2000 (pp. 310-325). Routledge.
Aneta, K., 2017. Contracts Concerning Rights in Immovable Property in the Light of Directive 2011/83/EU, and the Consumer Rights Act Implementing It.
Austen-Baker, R., 2017. Implied terms in English contract law. Edward Elgar Publishing.
Bakar, N.M.A., Yasin, N.M. and Razali, S.S., 2018. Consumer Rights Act 2015 (United Kingdom): Is it a Good Model in Protecting Banking Consumers from Unfair Terms in Islamic Banking Consumer Contracts in Malaysia?. Jurnal Undang-undang dan Masyarakat, 22, pp.21-31.
Bridge, M.G., 2017. The international sale of goods. Oxford University Press.
Duxbury, N., 2017. Custom as law in English law. The Cambridge Law Journal, 76(2), pp.337-359.
Furmston, M. ed., 2020. The Future of the Law of Contract. Taylor & Francis.
Giliker, P., 2017. The Consumer Rights Act 2015–a bastion of European consumer rights?. Legal Studies, 37(1), pp.78-102.
Graham, C., 2017. Ordering law: the architectural and social history of the English law court to 1914. Routledge.
Kendall, D. and Wright, H., 2017. A practical guide to the insurance act 2015.
Masiyakurima, P., 2020. Security rights in intellectual property in Scotland. In Security Rights in Intellectual Property (pp. 597-603). Springer, Cham.
Smyth, D., 2021. Final decision from a UK Community Design Court clarifies how to interpret a registered design. Journal of Intellectual Property Law & Practice.
Taylor, S., 2018. UK Sale of Goods Legislation 1893-2015: Towards Plain (er) Language?. ASp. la revue du GERAS, (74), pp.95-112.
Taylor, S., 2018. UK Sale of Goods Legislation 1893-2015: Towards Plain (er).