Breach of Contract, Implied Duty of Good Faith and Fair Dealing; Fraud
Company A entered two intellectual property licensing agreements with Company B, but a year later was $3 million behind on payments and unable to pay the debt. Company B agreed to forgive the debt in exchange for software developed by Company A, with a provision that Company B would pay Company A net profits from resale of the software. The contract included a 7-year non-competition and non-solication covenant, but no express provision requiring Company B to market the software. Company B failed to sell the software or generate any royalties, and Company A sued Company B for breach of contract and common law fraud, alleging failure to undertake a good faith effort to market the software. After a long analysis of the law and facts, the Court of Appeals held there was no violation of an implied obligation to market the software, no failure of consideration, and no breach of an implied duty of good faith and fair dealing. See WirelessMD Inc. v. Healthcare.com Corp (Fulton County Daily Report, subscription required). See text of decision below.
The Shigley Law Firm represents plaintiffs in wrongful death and catastrophic injury cases statewide in Georgia, and in other states subject to the multijurisdictional practice and pro hac vice rules in each state. Ken Shigley was designated as a “SuperLawyer” in Atlanta Magazine and one of the “Legal Elite” in Georgia Trend Magazine. He is a Certified Civil Trial Advocate of the National Board of Trial Advocacy, Chair of the Southeastern Motor Carrier Liability Institute and former chair of the Georgia Insurance Law Institute. He particularly focuses on cases arising from truck wrecks and accidents (tractor trailers truck wrecks, semi truck wrecks,18 wheeler truck wrecks, big rig truck wrecks, log truck wrecks, dump truck wrecks).