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England and Wales High Court (Chancery Division) Decisions
You are here: BAILII >> Databases >> England and Wales High Court (Chancery Division) Decisions >> 118 Data Resource Ltd v IDS Data Services Ltd & Ors  EWHC 3629 (Ch) (05 November 2014)
Cite as:  EWHC 3629 (Ch)
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7 Rolls Buildings, Fetter Lane, London, EC4A 1NL
B e f o r e :
(Sitting As A Judge Of The Chancery Division)
| 118 DATA RESOURCE LIMITED
|- and -
|(1) IDS DATA SERVICES LIMITED
(2) SUSAN MARGARET MACFARLANE
(3) KEVIN SHARPE
Mr Michael Hicks (instructed by Shakespeares LLP) for the 1st and 2nd Defendants
Hearing date: 30th October 2014
Crown Copyright ©
Mr D Halpern QC :
"[IDS] undertakes and agrees with  that it will … permit any duly authorised representative of  on reasonable prior notice to enter into any of its premises where any copies of [the Database] are used, for the purpose of ascertaining that the provisions of this Agreement are being complied with."
Construction of the Agreement
"Whilst the rule may be of assistance in certain particular contexts, such as, for example, where one party contracts on the other's standard terms, on a "take it or leave it" basis, it is of uncertain application and little utility in the context of commercially negotiated agreements, such as the Agreement in the present case."
"[IDS] shall ensure that, save for archiving purposes, only one copy of the [data] is physically stored and that it is held separately from any other data in a secure environment and [IDS] is expressly prohibited from allowing any other party whatsoever from producing (sic) copies of the [Database]"
"[IDS] undertakes and agrees with  that prior to releasing any 118 Data Resource Data, whether or not integral within a software product, to a customer, such customer shall enter into a standard licence agreement in respect of such data with  and the terms of which, any variations to which, shall be approved by [IDS] such approval not to be unreasonably withheld or delayed."
It is common ground that IDS has never submitted its standard licence(s) to 118 for approval and that 118 has never asked to see it or them. Mr Hicks says, and I accept, that clause 4.6 gives 118 the right to see the standard document, but not to see the commercially sensitive terms of the individual contracts, such as the identity of the other contracting party or the price. I agree, subject to the proviso that IDS is not permitted to use the individual terms of any licence so as to vary the standard terms.
"The fact that the terms of a contractual obligation are sufficiently definite to escape being void for uncertainty, or to found a claim for damages, or to permit compliance to be made a condition of relief against forfeiture, does not necessarily mean that they will be sufficiently precise to be capable of being specifically enforced."