Peer International Corporation & Ors v Termidor Music Publishers Ltd & Ors

A third party generally lacks standing to seek avoidance of another person’s contract for fraud, undue influence, unconscionability or breach, particularly where the contracting party or representatives are absent. A contract remains effective until duly terminated or avoided; a party cannot treat it as discharged unilaterally without effective notice or proceedings. Copyright reversions devolving on a deceased person’s legal personal representatives require proper representation, and heirs without the necessary grant cannot establish legal title merely by assignment of equitable interests. Declaratory relief is discretionary and may be refused where its likely use would mislead others about unresolved rights.

The claimants sought declarations concerning English copyright in thirteen Cuban musical compositions. Their title was said to derive from original publishing agreements made with the composers and, for post-reversion rights, from later confirmations, heirship documents and addenda executed by descendants. The Part 20 Defendant, Editora Musical de Cuba, challenged those arrangements on grounds including fraud, undue influence, unconscionability, breach, restraint of trade and competing assignments.

The proceedings followed earlier preliminary rulings, including findings that Law 860 did not deprive the claimants of English copyright and that the later documents could assign reversionary rights when read together. The central issues were whether the parties had standing to challenge or enforce the arrangements, whether the claimants had established title, and whether declaratory or administrative relief should be granted.

1. Standing and contractual attacks. Under the applicable Spanish Civil Code principles, a person seeking avoidance for dolus ordinarily had to be the victim, heir or guarantor. A third-party defence by way of exceptio doli was exceptional and confined to circumstances such as terceria. EMC was not within that category. The same conclusion applied to attacks based on undue influence, unconscionability, breach and restraint of trade. The original agreements therefore continued to have effect as between the parties.
2. Termination and breach. Termination for breach required clear communication of the intention to terminate, or proceedings where communication was impossible. Until termination was accepted or judicially established, the contract continued in force. The composers’ later dealings did not themselves terminate the original agreements.
3. Copyright reversions. The words “legal personal representatives” in section 5(2) of the Copyright Act 1911 did not ordinarily include heirs or next-of-kin who had obtained no English grant or comparable vesting order. The Public Trustee was accordingly treated as the present legal owner of unadministered reversions. Peer’s equitable rights to due administration did not establish the legal title needed for the declarations sought.
4. Administration. Peer could not be appointed administrator under section 116 of the Supreme Court Act 1981. It had not shown that appointment was necessary or expedient in preference to persons entitled under the probate rules, and its involvement in obtaining the disputed documents made an independent administrator more appropriate.
5. Declaratory relief and outcome. Declarations bind the parties and privies, but broad declarations capable of being used abroad or in relation to other works required caution. The pleaded relief was unqualified, had not been tailored to the surviving issues or periods, and could mislead others about unresolved challenges by persons with standing. No declaration or alternative administrative relief was granted. The claim was dismissed, with the precise order and costs adjourned for further submissions.

1. High Court (Chancery Division): preliminary issues were determined in earlier proceedings, including an appeal in which the relevant order was affirmed. In the present judgment, all pleaded substantive relief was refused.