January 26, 2026
The London Circuit Commercial Court last week handed down judgment in Actinon PTE Limited v CHAR Biocarbon Inc [2026] EWHC 94 (Comm), in which it had to consider both an application by the Claimant for summary judgment and an application by the Defendant (on a different issue) for reverse summary judgment.
The dispute arose out of an exclusive licence agreement by which the Claimant had licenced IP rights in clean energy technology to the Defendant in exchange for minimum royalties. In June 2023, the Claimant served notice to terminate the agreement for non-payment of invoices. The Defendant’s solicitors wrote a letter in response in which the termination notice was accepted, and it was acknowledged that a sum of USD 635,810 would be owed to the Claimant, subject to threatened counterclaims for breach of contract.
The Claimant issued proceedings and brought an application for summary judgment on the basis that the Defendant had admitted owing the sum of USD 635,810 and was not entitled to withhold payment of that sum in light of a ‘no set-off’ clause in the Agreement. The Defendant then filed and served a Defence seeking to rescind the agreement for alleged misrepresentations, and contended that summary judgment should not be granted because the question of whether the agreement had been affirmed was one for trial.
In granting the application for summary judgment, the Court held that the acceptance by the Defendant of the notice of termination amounted to an unequivocal affirmation, observing that “one cannot accept that a contract has been terminated and seek thereby to alter the balance of rights between the parties, without a logically prior and inevitable acceptance that the contract was in force immediately before it was terminated.”
The Defendant had also applied for reverse summary judgment on the question of whether, on a proper construction of the agreement, minimum royalties were owed for the fourth year of the agreement, in circumstances where the agreement was to renew on an annual basis after an initial term of 3 years. The Court dismissed that application, holding that, on a proper construction of the agreement, the Defendant could not rely on its own breach in failing to pay minimum royalties as a basis for arguing that the agreement did not automatically renew for a fourth year.
Karl Anderson, instructed by Wedlake Bell LLP, acted for the Claimant in successfully obtaining summary judgment and dismissing the application for reverse summary judgment.
Read the judgment.
