Material breach of agreement software#
Material breach of agreement free#

He had failed, in his materials, to advertise ONE in a prominent place and to include a slide with details of the ONE platform and a copyright notice, in breach of clause 15.2.5.

He had failed to display the correct copyright information, in breach of clause 15.2.4.

He had failed to deliver the required number and duration of Webex presentations, in breach of clause 15.2.1.

Mr Mitchell claimed that Mr Sheridan had committed the following breaches of the LLP agreement (among others). This culminated in THJ serving a notice on behalf of the LLP notifying Mr Sheridan that he was being expelled as a member of the LLP for serious and persistent breaches of the LLP agreement. This included a list of and links to recent Webex presentations to allow Mr Mitchell to review whether the presentations complied with the requirements in the LLP agreement.ĭespite repeated requests, Mr Sheridan never provided the information Mr Mitchell requested. Over time, Mr Mitchell raised his concerns with Mr Sheridan and asked for information on Mr Sheridan’s activities. Over time, the relationship between the two individuals deteriorated as Mr Mitchell perceived that Mr Sheridan had not been making sufficient efforts to promote the ONE platform, in particular, by failing to display prominent logos and copyright notices in his materials.

Material breach of agreement free#

Clause 15.1.7 required each member to keep “proper accounts, diaries and records” and ensure that all members had free access to them and could take copies.Clause 15.1.4 required each member to show the utmost good faith to the LLP and each other in relation to the LLP’s dealings and to give the LLP a true account of all dealings.Clause 15.2.5 required Mr Sheridan to ensure that, if he advertised his own business in webcasts, seminars or presentations, he would also advertise ONE by displaying the ONE logo in a prominent and visible position and providing a slide with details of ONE and copyright marks.įinally, the LLP agreement imposed reciprocal obligations on both parties.Clause 15.2.4 required Mr Sheridan to ensure that appropriate copyright marks were displayed on all educational material relating to ONE, including “ website content, webinars, seminars, and presentations containing images of the ONE Software”.Clause 15.2.1 required Mr Sheridan to personally deliver a one-hour live Webex session every other week to each ONE subscriber.Clause 15.2 imposed specific obligations on Mr Sheridan. Clause 19.1 gave the LLP the right to expel a member on seven days’ notice if the member committed “any serious breach or persistent breaches” of the LLP agreement.Īlongside these governance provisions, the LLP agreement imposed obligations on the parties.These included materially changing the LLP’s business and appointing new members, but not expelling members. Clause 13.6 set out certain decisions that would always require unanimous approval by the members.However, should the number of members ever grow beyond two, these decisions would require only a majority vote. Because the LLP had only two members, this meant decisions needed unanimous agreement. Non-routine decisions would be taken by a majority of the members.Clause 13.1 stated that THJ would carry out the “day-to-day running” of the LLP and make day-to-day decisions for its smooth running.

Material breach of agreement software#

The agreement defined the LLP’s business as “ the sale, supply and support of the ONE Software together with option training strategy to end users of the ONE Software”.The LLP agreement contained a number of terms that are important to the dispute. Mr Sheridan, THJ and the LLP entered into an LLP agreement governing the LLP’s affairs. To this end, Mr Mitchell, through a company owned by him and his wife (THJ), and Mr Sheridan became members of an LLP. Mr Sheridan would use ONE to display information to his, which would in turn benefit Mr Mitchell by promoting the ONE platform.

After enrolling in a mentoring package offered by Mr Sheridan, the two individuals saw an opportunity to work together. Mr Mitchell had developed a platform called OptionNET Explorer (or ONE) to assist with trading options. THJ Systems Ltd v Sheridan EWHC 927 (Ch) concerned a joint venture between Mr Mitchell, a software developer, and Mr Sheridan, a former options trader turned mentoring services provider.