Gregory Banner KC and Emily Gailey acted for the defendants in the liability trial of ML Technology Ltd v BEAT SAM, a dispute as to BEAT SAM’s continuing right to use certain intellectual property following its purchase by a Swiss company, Capefront (one of the co-defendants).

BEAT SAM (a Monegasque company) had previously been part of the Naurex Group, an informal group of companies owned and controlled by the same individual. The SPA provided that certain trade marks (which BEAT SAM had been using in its day to day business) would thereafter be transferred to BEAT SAM for €1, as part of a series of conditions precedent to payment of the full purchase price under the SPA.

Ultimately, the parties fell out. Capefront commenced proceedings under the SPA in Geneva, claiming substantial damages for breach of warranties, and the seller counterclaimed for the balance of the purchase price under the SPA.

The seller (via two associated companies) then commenced the English proceedings, claiming infringement of both the trade marks and certain copyrights. The defendants argued that BEAT SAM had the beneficial interest in this IP, or alternatively a licence to use it.

Daniel Alexander KC sitting as a Judge of the Chancery Division held that BEAT SAM had a licence to use the disputed IP terminable on reasonable notice. He went on to hold that in the circumstances of the dispute a reasonable period of notice was the unusually long time period of two years, and indicated that in any event the copyright claims are of “limited commercial value” and that it was “open to question” whether the trade mark claim had any “material value”. He also dismissed the claimants’ claims for passing-off and joint-tortfeasorship.

The judgment examines how intellectual property rights may be held and treated within an informal group structure, and develops that analysis upon a break up of the group structure on a sale. It also analyses recent authority on what constitutes reasonable notice to terminate a licence following the decision of the Privy Council in Anheuser-Busch v Commonwealth Brewery Ltd [2026] UKPC 8.

Gregory and Emily were instructed by John Evans, Alice Morrissey and Cecilia Ricks of Fladgate LLP.

Read the full judgment here: ML Technology Ltd v BEAT SAM [2026] EWHC 1483 (Ch)