The High Court has found the European Computer Driving Licence Foundation Limited in breach of contract for terminating a licence held by ICDL GCC Foundation FZ-LLC, ruling that the termination was invalid and that the damages cap did not apply.
In a judgment delivered on 4 August 2011, Mr Justice Clarke held that the Foundation was wrong to conclude that its Saudi operator, Sharikat Takniayat Almareefa Lil Taalim Al Mutatawer Al Mohadoda, trading as ICDL Saudi Arabia, needed approval from the Technical and Vocational Training Corporation (TVTC) to operate the programme lawfully.
The judge accepted the plaintiffs’ experts’ view that the operator did not itself provide training and that Saudi law did not make TVTC consent a legal requirement for operating the programme. TVTC’s opposition remained a serious practical obstacle: the programme was unlikely to operate in private training centres without its support and could not operate in TVTC-controlled training units. But the court found that this did not make the operation unlawful or breach the licence’s requirement to obtain permissions necessary to conduct business.
The Foundation had issued a 60-day cure notice in February 2010 after TVTC said the Saudi operator lacked a current licence. The court held that the asserted breach did not need to be cured, so the notice could not support termination. It also found that the licence required a second notice after the cure period. A solicitors’ letter sent on 19 August 2010 was effective as that notice, despite wording that mistakenly suggested the licence had already ended.
Separately, the court ruled that the Foundation could not terminate only the Saudi part of the regional licence. The contract’s performance criteria applied across the licensed region, making it indivisible for this purpose. The attempted partial termination was therefore invalid as well.
The Foundation argued that a contractual clause capped its liability at the lesser of 10 per cent of amounts paid or €50,000, subject to an exception for wilful acts or gross negligence. The judge found that the Foundation’s handling of the dispute showed significant carelessness and held that the cap did not apply. The Dubai-based licensee is entitled to contractual damages, to be assessed.
The court also found that the Saudi operator, which had no direct contract with the Foundation, was entitled in principle to damages under Saudi tort law. Causation and the amount of those damages remain to be decided. This was a liability judgment; the court said it would hear counsel on arranging a further damages hearing and on the precise form of the order. It did not assess damages or set out a final order in this judgment.