MLW Technology Pty Ltd v May

The case of MLW Technology Pty Ltd v May was heard in the Supreme Court of Victoria. The dispute arose from an exclusive licence agreement where the licensee warranted the value of shares to be issued to them. When the warranted value was not achieved, the licensor claimed damages. The licensee retained the shares, leading to a dispute over the licensor's entitlement to damages and the availability of common law remedies.

The primary legal issues were whether the exclusive licence agreement provided an exclusive code of remedies and if there was a presumption against a party abandoning remedies at common law in the absence of clear words to that effect. Additionally, the court considered the validity of a notice given by the licensor for enforcing a contract term, where the notice did not comply with a specific clause regarding the time for enforcement.

The court found that the exclusive licence agreement did not provide an exclusive code of remedies, and there was a presumption against a party abandoning remedies at common law unless clearly stated. It also determined that the notice seeking enforcement was valid, as a reasonable recipient would understand the notice despite the failure to specify the time for enforcement. This understanding was based on the context and content of the notice.

As a result, the court ruled in favour of the licensor, awarding damages for the breach of warranty and acknowledging the validity of the notice. The court's decision emphasised the importance of clear language in contracts regarding remedies and the practical interpretation of notices.