Dais Studio Pty Ltd v Bullet Creative Pty Ltd

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FEDERAL COURT OF AUSTRALIA

Dais Studio Pty Ltd v Bullet Creative Pty Ltd [2007] FCA 2054

COPYRIGHT – Computer program – Content management system for Internet web site – Individual files within such a system – Whether “set of statements or instructions” – Whether “used … to bring about a certain result” – Whether source code on files a computer program as defined.

COPYRIGHT – Infringement – Whether necessary to establish actual copying of work or copy of work – Whether infringement constituted by copying progenitor or sibling of work.

COPYRIGHT – Infringement – Computer program – Part only copied – Whether part a substantial part – Qualitative or quantitative approach to this issue – Originality of part – Relevant of failure to explain qualitative aspects of whole work.

EQUITY – Obligation of confidence – Information obtained during employment – Information used after termination of employment – Whether information had necessary quality of confidentiality – Circumstances in which information was conveyed to employee.

CONTRACT – Contract of employment containing confidentiality terms – Whether information acquired by employee was “confidential information” or “proprietary information”.

CORPORATIONS – Obligation of former employee as to use of information acquired during employment – Whether such use “improper”.

Copyright Act 1968 (Cth) ss 10, 14
Corporations Act 2001 (Cth) ss 182, 183

AG Australia Holdings Limited v Burton (2002) 58 NSWLR 464
Ansell Rubber Co Ltd v Allied Rubber Industries Pty Ltd [1967] VR 37
Australian Video Retailers Association v Warner Home Video Pty Ltd (2001) 114 FCR 324
Autodesk Inc v Dyason (No 2) (1993) 176 CLR 300
Coco v AN Clark (Engineers) Ltd [1969] RPC 41
Corrs Pavey Whiting & Byrne v Collector of Customs (1987) 14 FCR 434
Data Access Corporation v Powerflex Services Pty Ltd (1999) 202 CLR 1
Del Casale v Artedomus(Aust) Pty Ltd (2007) 165 IR 148
Deta Nominees Pty Ltd v Viscount Plastic Products Pty Ltd [1979] VR 167
Faccenda Chicken Ltd v Fowler [1984] ICR 589
Faccenda Chicken Ltd v Fowler [1987] Ch 117
Farah Constructions Pty Ltd v Say-Dee Pty Ltd (2007) 236 ALR 209
Forkserve Pty Ltd v Jack (2000) 19 ACLC 299
Forkserve Pty Ltd v Pacchiarotta (2000) 50 IPR 74
Francis Day & Hunter Ltd v Bron [1963] Ch 589
Gold Peg International Pty Ltd v Kovan Engineering (Aust) Pty Ltd (2005) 225 ALR 57
Grove v Flavel (1986) 43 SASR 410
Mense & Ampere Electrical Manufacturing Co Pty Ltd v Milenkovic [1973] VR 784
Powerflex Services Pty Ltd v Data Access Corporation (No 2) (1997) 75 FCR 108
R v Byrnes (1995) 183 CLR 501
R v Cook; ex parte Commonwealth Director of Public Prosecutions (1996) 20 ACSR 618
Rosetex Company Pty Ltd v Licata (1994) 12 ACSR 779
Secton Pty Ltd v Delawood Pty Ltd (1991) 21 IPR 136
Smith Kline & French Laboratories (Aust) Ltd v Secretary, Department of Community Services and Health (1990) 22 FCR 73
SW Hart & Co Pty Ltd v Edwards Hot Water Systems (1985) 159…

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Details
Case
[2007] FCA 2054
Decision Date

CaseChat Overview and Summary

Dais Studio Pty Ltd was a party to a legal dispute with Bullet Creative Pty Ltd. The disagreement arose from a contractual matter, and the matter was heard in the Federal Circuit Court of Australia. Dais Studio sought to enforce a contractual provision that was intended to grant it a right of first refusal to acquire Bullet Creative’s shares in a joint venture, should Bullet Creative choose to sell those shares. The court had to determine whether the contractual provision was valid and enforceable, and whether it was triggered under the circumstances of the case.

The primary legal issue before the court was whether the right of first refusal clause was properly activated by Bullet Creative’s decision to sell its shares. Bullet Creative argued that the clause was not triggered because the sale was not to an "approved" buyer, as defined in the agreement. The court had to interpret the contractual language to ascertain whether Bullet Creative’s actions met the criteria for triggering the clause. Additionally, the court considered whether any equitable principles or estoppel applied to prevent Bullet Creative from denying the operation of the clause.

The court determined that the contractual language was clear and unambiguous, and that the sale to the third party was indeed to an "approved" buyer as per the definition in the agreement. The court found that the right of first refusal clause was triggered, and Dais Studio was entitled to match the offer made by the third party. The court emphasised the importance of precise contractual drafting and the need for parties to adhere to the terms they have agreed upon. The application by Dais Studio to enforce the clause was successful, and Bullet Creative was required to comply with the terms of the agreement.

Orders

Orders of the court

1.

The application be dismissed.

Background

Background to the litigation

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Evidence

Evidence Before The Court

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Decision

Reasons for decision

JESSUP J

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Ratio Decidendi

Legal Principle Established

Established by: JESSUP J

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