Abudantia BV v Fastron Limited & Anor

A contractual renewal clause conditioned continuation on positive performance and mutual understanding of the same business goals. Those conditions were enforceable and had to be assessed objectively by reference to the commercial context and information available when the assessment fell due. Positive performance meant a healthy and consistent pattern of growth commensurate with achieving a significant long-term market share, not merely movement towards break-even. The party asserting continuation bore the legal burden of proving both conditions. Lawful expiry of the trademark licence also brought the linked services arrangement to an end. The court further held that the alleged malicious falsehood, inducement of breach, malicious prosecution and conspiracy claims were not made out.

Abudantia and Fastron entered into a profit-sharing arrangement for an online gambling website serving the Turkish-speaking market. Fastron licensed Abudantia to use the Parimatch trademark under a Trademark Licensing Agreement. The agreement provided for an initial one-year lock-in period, followed by a possible three-year renewal if performance was positive and the parties had mutual understandings of the same business goals.

Fastron served notice purporting to terminate during the initial period. Abudantia sought declarations that the agreements continued, payment of a contractual termination sum, damages for alleged unlawful means conspiracy and related torts, and injunctive relief. The central issues were the construction and operation of the renewal conditions, the burden of proof, and whether the subsequent communications and WIPO proceedings founded liability.

1. Construction and interrelationship of the agreements. The Trademark Licensing Agreement and Services Agreement were to be read together, but the termination provisions of the Services Agreement did not qualify the duration provision in clause 13.1 of the Trademark Licensing Agreement. Clause 13.1 was a duration provision, not a termination provision, and did not require advance notice. Lawful expiry or termination of the licence ended the contractual basis for performing the Services Agreement, which consequently became terminable under clause 12.1.5: [2025] EWHC 234 (Comm) [64]-[72].
2. Meaning and burden of the renewal conditions. “Positive performance” meant a healthy and consistent pattern of growth commensurate with achieving a significant long-term market share. The assessment was objective, holistic and based on information available at the end of the initial term, including reasonable contemporaneous forecasts. Profit was not essential, but movement towards break-even at an unspecified pace was insufficient. The party asserting continuation bore the legal burden of proving both conditions: [2025] EWHC 234 (Comm) [74]-[87], [127]-[150].
3. The parties did not share a mutual understanding of business goals. Abudantia contemplated gradual growth and eventual profitability, whereas Parimatch sought a trend towards significant growth and a substantial market position. Neither renewal condition was therefore satisfied. The licence expired at the end of the initial term and, so far as necessary, the Services Agreement ended at the same time: [2025] EWHC 234 (Comm) [157]-[164].
4. The contractual termination sum could not be altered by construction. Although a drafting mistake was possible, it was not obvious what correction should be made, and no rectification case was advanced. The amendment application was refused: [2025] EWHC 234 (Comm) [165]-[173].
5. The conspiracy claim required agreement, unlawful action, intention to injure and damage. The malicious falsehood claim failed for lack of established falsity, malice and damage; the inducement claim failed because no actual breach, requisite intention or damage was proved; and the malicious prosecution claim failed because lack of reasonable and probable cause was not established. The conspiracy claim consequently failed. The claims for declarations and an injunction also failed. The claims were dismissed: [2025] EWHC 234 (Comm) [177]-[200].

First-instance judgment. No appellate history was stated in the judgment.