Present copyright assignment and interim injunction principles preserved software developer protection in a contract dispute

A copyright development agreement was construed as effecting a present assignment where clause 7.1 stated that project materials and intellectual property rights were assigned, while clause 7.2 was treated as ancillary cooperation for enforcement and not as limiting the transfer. The omission of duration and territorial extent also attracted the statutory deeming rules applicable to copyright assignments. On interim relief, the appellant showed a prima facie copyright claim, the balance of convenience favoured protection against continued disputed use of the software and source code, and the alleged infringement gave rise to irreparable injury. The injunction vacating interim protection was therefore set aside and restraint was restored pending suit.

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Issues: (i) Whether clause 7 of the Master Agreement effected a present assignment of copyright in the software or only an agreement to assign; (ii) whether, on the facts, the appellant was entitled to continuation of interim injunctive relief.

Issue (i): Whether clause 7 of the Master Agreement effected a present assignment of copyright in the software or only an agreement to assign.

Analysis: The operative language of clause 7.1 was read as an assignment in presenti, as it stated that the project materials and the intellectual property rights therein were assigned by the appellant to the respondent. Clause 7.2 was treated as ancillary, requiring cooperation for execution of further documents only for enforcement or defence of the already assigned rights, and not as qualifying the substantive transfer under clause 7.1. Even otherwise, the absence of any stated duration or territorial extent attracted the statutory deeming provisions governing assignments of copyright.

Conclusion: The clause constituted a present assignment of copyright, and in any event the statutory consequences for omission of duration and territory applied in favour of the appellant.

Issue (ii): Whether, on the facts, the appellant was entitled to continuation of interim injunctive relief.

Analysis: The appellant established a prima facie case because the software was created by it, the assignment issue was legally in its favour, and the respondent's proposed use of the software beyond the admitted version raised a substantial copyright dispute. Balance of convenience favoured the appellant because continued use of the disputed software and source code by the respondent could affect the appellant's exclusive rights, while alternative development remained possible. The injury to the appellant was treated as irreparable because mere monetary assessment did not adequately capture the continuing infringement claimed.

Conclusion: Interim protection ought to have been continued in favour of the appellant.

Final Conclusion: The impugned order vacating the injunction was set aside and the appellant's interim restraint was restored during the pendency of the suit.

Ratio Decidendi: In construing a copyright development agreement, the court must give effect to the plain contractual language to determine whether the instrument is a present assignment or merely an agreement to assign, and where the assignment omits duration or territorial extent, the statutory deeming provisions apply; interim injunction then turns on the settled triad of prima facie case, balance of convenience, and irreparable injury.

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