Richard Raysman is a Partner and Elliot Magruder is an
Attorney in the
New York office
The ambiguity of termination provision of a software license is
often disputed. Imprecise wording, including for hypothetical
damages due upon breach often triggers expensive litigation
centered on only a few words in a license.
The Southern District of New York recently dealt with a case of
this nature. In DRL Software Solutions, LLC v. JourneyPure,
LLC, No. 17-cv-9125 (DLC) (S.D.N.Y. Dec. 6, 2018), the Court
decided partial summary judgment motions from each party, one of
which centered on the licensor's motion arguing that the
termination provision required the licensee to pay fees throughout
the term of the agreement, irrespective of the license's
termination almost 18 months prior. Differing interpretations of
"all amounts due" under a license upon breach was
contested. As analyzed further in this blog, the Court decided the
motion on grounds familiar to any commercial
