Zaha Hadid Limited v The Zaha Hadid Foundation

In 2013, the world-renowned architect Dame Zaha Hadid entered into a trade mark licence agreement with her architectural firm, Zaha Hadid Limited, of which she was the sole shareholder, for the use of the ‘ZAHA HADID’ name. Upon her death in 2016, those registered trade marks were transferred to the respondent Foundation. The termination clause provided that the agreement “shall continue indefinitely, unless terminated earlier” by means of two provisions which granted Dame Zaha express rights of termination. The Foundation contended that the contract was perpetual and could only be terminated by the Foundation as licensor, a position upheld at first instance by the High Court, which had also rejected the Company’s alternative case that, if the agreement was perpetual, it was unlawful as an unreasonable restraint of trade.

The Chancellor of the High Court (with whom Popplewell and Peter Jackson LLJ agreed) rejected the lower court's decision, finding that "indefinite" was not synonymous with "perpetual". Where architectural styles and brand reputations may change over decades, it was clear that the parties could not, on any objective basis, have intended to lock themselves into commercial obligations in perpetuity. Drawing on authorities concerning contracts of indefinite duration, the Court held that a power for either party to terminate upon reasonable notice should be inferred, and that this construction best reflected the parties’ intentions as well as the commercial context of the agreement. Having determined the construction question in favour of the Company, the Court declined to rule on the matter of restraint of trade.

Michael Bloch KC and Rhys Jones acted on behalf of the Company.

The judgment can be found here.