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transfer of liability on company takeover

transfer of liability on company takeover

Postby adviceseeker » Wed Sep 18, 2013 9:59 am

I am considering making a claim for employee compensation under the provisions of Sections 39 – 43 of the Patents Act 1977.

The patent in question, of which I am sole inventor, has changed ownership as described below:

The UK patent was granted to company A (my former employer) in 2000
I left the employment of company A in 2003.

In 2008 my former employer (company A) was taken over by company B.
INPADOC LEGAL status records change of name or company name and change of address in 2009.

In 2010 part of the business of company B (and the patent in question) was acquired by company C
INPADOC LEGAL status records transmission of property to company C in 2011

The patent remains in force to date under the ownership of company C

Could anyone familiar with this area of law please advise whether liability for compensation is likely to have transferred to either the current owner of the patent (company C) or to company B?

Thank you in advance
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Re: transfer of liability on company takeover

Postby dls » Wed Sep 18, 2013 10:34 am

The eventual responsibility may or may not have been left with the original company according to te detail of contracts we do not have access to.
Your claim starts out (if it is not too late) against the original company.
In whose name is the patent now registered?
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Re: transfer of liability on company takeover

Postby zebedee » Wed Sep 18, 2013 10:35 am

Could you not apply for arbitration?
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Re: transfer of liability on company takeover

Postby dls » Wed Sep 18, 2013 10:43 am

. with whom?
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Re: transfer of liability on company takeover

Postby zebedee » Wed Sep 18, 2013 12:59 pm

It could be the President of the Law Society for all I know. Arbitration can be provided for at the time patent rights are signed over.
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Re: transfer of liability on company takeover

Postby atticus » Wed Sep 18, 2013 1:02 pm

The first question therefore appears to be whether arbitration was provided for at that time.
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Re: transfer of liability on company takeover

Postby adviceseeker » Wed Sep 18, 2013 1:48 pm

dls wrote:The eventual responsibility may or may not have been left with the original company according to te detail of contracts we do not have access to.
Your claim starts out (if it is not too late) against the original company.
In whose name is the patent now registered?


Thanks for your reply. My contract of employment was with the original company (company A). However, Company A was taken over by Company B and Company A was delisted back in 2008.
I left Company A in 2003 and have never been employed by either Company B or Company C. The patent is currently registered in the name of Company C which in 2010 acquired the relevant part of the business from Company B together with supporting intellectual property. I understand from my laymans reading of the 1977 Patents Act that a claim for employee's compensation can be raised up to one year after the lapse or end of life of the patent. Since Company A no longer exists I assume there is no recompense there. What I am not clear about is whether I can claim any compensation for the substantial benefits derived from the patent by Company B and/or Company C. I would appreciate any further thoughts on this.
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Re: transfer of liability on company takeover

Postby dls » Wed Sep 18, 2013 3:44 pm

Your claim was against company A. B and C only take liability if either the assignment is subject to any such claim, or patents law carries the claim with the patent.

Neither you nor we have access to the agreements. I suspect that there would be no statutory provision transferring your claim - there is nothing obvious on a quick look.

Contact the liquidator of A to see whether any claim might be brought and what documentation survives.
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Re: transfer of liability on company takeover

Postby adviceseeker » Thu Sep 19, 2013 10:13 am

dls wrote:Your claim was against company A. B and C only take liability if either the assignment is subject to any such claim, or patents law carries the claim with the patent.

Neither you nor we have access to the agreements. I suspect that there would be no statutory provision transferring your claim - there is nothing obvious on a quick look.

Contact the liquidator of A to see whether any claim might be brought and what documentation survives.



Thank you for taking time to look to see if there is any statutory provision
I should have mentioned that the takeover of company A by company B was a transfer by share takeover so I assume there would be no liquidator for company A
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Re: transfer of liability on company takeover

Postby dls » Thu Sep 19, 2013 3:17 pm

If the shares of a are bought by company B, then a is still the employer - no direct assignment of the company's assets has occurred.
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