Event and Time
Event Description
- Edward El Zain (“El Zain”) and Vitrafy Life Sciences Limited (“Vitrafy”) entered into a memorandum of understanding (MOU) on 18 December 2018 concerning high-speed and ultra-low temperature chilling technology for food and biological material preservation.
Application and Claims
- On 4 October 2021, El Zain sought:
1. A declaration that a notice of extension to the MOU from 31 December 2020 to 31 December 2021 was valid. 2. An injunction to prevent Vitrafy from licensing the technology to others contrary to his rights.
Judicial Decisions
- The preliminary question for trial was: "Does clause 4.7 of the MOU allow for more than one extension of the MOU?"
- Evidence included affidavits from El Zain's solicitor and an expert on similar technology agreements.
- The judge ruled on 7 December 2021 that clause 4.7 does not permit more than one extension of the MOU.
Dispute Points and Legal Basis
Dispute Points
- El Zain's Claims:
- Clause 4.7 is not explicit about limiting extensions to once; it's neutral on this point. - The purpose of the MOU is to enable effective commercialization, suggesting multiple extensions align with that goal. - Argued that having only one extension (to 31 December 2020) would be arbitrary.
- Vitrafy's Claims:
- The clause provides no basis for multiple extensions; it results in commercially unrealistic outcomes. - Argued that allowing multiple extensions would create uncertainty and contravene the agreed structure of MOU expiration. - Emphasized that any extension must adhere to specified commercial expectations.