In Zaha Hadid Ltd v The Zaha Hadid Foundation, the Court of Appeal has considered when it is appropriate to imply a mutual right of termination on reasonable notice in a trade mark licence. The court drew a distinction between a perpetual contract and an indefinite contract, with the latter potentially being terminable. The judgment is essential reading for those involved in the drafting and licensing of trade marks.

Published: 25 March 2026
Authors: Dominic Farnsworth

Decision: Zaha Hadid Limited v The Zaha Hadid Foundation [2026] EWCA Civ 192
Court: Court of Appeal
Judge: Sir Colin Birss C. (Jackson LJ and Popplewell LJ agreeing)
Decision: Here
Issue: Implied rights of termination in trade mark licences

Background

Dame Zaha Hadid was an internationally renowned architect. Her practice was named Zaha Hadid Limited (‘Company’). She also established the Zaha Hadid Foundation (‘Foundation’) to preserve her work and legacy. After her departure from the Company, the Company continued to use various trade mark registrations for ZAHA HADID (‘Registrations’) under the terms of a trade mark licence (‘Licence’) with Dame Zaha, and following her death in 2016, the Foundation.

The core of the issue to be determined was that, whilst the Company wished to continue to use the Registrations, it also wanted to renegotiate the level of licence fee which it considered to be excessive. To do this, the Company needed to be able to terminate the Licence on reasonable notice, if needed. The Foundation asserted that the Company was prevented from terminating under the terms of the Licence.

The key contractual clauses were the following:

• Clause 6.1 required the Company to pay to the Foundation a royalty of 6% of ‘Net Income’ for the ‘Licensed Services’, a term drafted so widely that it covered all the Company’s services, whether it used the Registrations or not;
• Clause 12.1 stated that ‘This agreement shall commence on the Effective Date and shall continue indefinitely, unless terminated earlier in accordance with this clause 12’ (our emphasis). Clause 12.2 onwards then only provided the Foundation with the right to terminate on three months’ notice.

Therefore, whilst the Licence provided that the Foundation was able to terminate on 3 months’ notice, there were no express terms conferring such rights of termination on the Company.

At first instance, Adam Johnson J held in his decision of 20 December 2024 that the terms of the Licence did not permit the Company to unilaterally terminate it and that the Company was locked into the contract. The Company appealed the decision, arguing that an implied right of termination on reasonable notice should be included for both parties and, if not, the contract should be found void for constituting an unreasonable restraint on trade.

Court of Appeal decision

The Court of Appeal overturned the first instance decision. The court adopted the two stage test in Winter Garden Theatre (London) Limited v Millenium Productions Ltd [1948] AC 173, which requires the examination of whether the parties intended the Licence to be perpetual in nature or indefinite. If indefinite, the circumstances of the individual case may be such that there was an understanding that the Licence could be terminable at some point.

Considering the Licence as a whole and its commercial context, the Court of Appeal held that the Licence was indefinite (not perpetual) and that there was an implied right for both parties to be able to terminate the contract on reasonable notice. The Court pointed to the following factors:

• the use in clause 12 of ‘indefinitely’ suggested that the contract was indefinite, not perpetual;
• Dame Zaha had anticipated that the Company may become independent and, if so, may want to change its name;
• there were good reasons why the Company might reasonably want to change its name at some point in the future (for example, if structural deficiencies were detected in buildings that had been designed by Hadid, and the Company then wished to change name to reduce its association with her).

Notably, the Court of Appeal concluded that the fact that the Licence expressly provided unilateral rights of termination to the Foundation did not negate implied rights of termination. In particular, the Court of Appeal explained that the nature of a trade mark was that a Licensor would always want to have an express right of termination to address misuse of the trade mark, but this did not preclude the licensee being able to terminate as well.

Comment

The judgment is an important reminder that ‘perpetual’ and ‘indefinite’ are not synonyms and that, in some instances, the Court is prepared to go behind the express wording of an agreement and will imply terms to give the agreement commercial efficacy. An interesting point is that as an indefinite agreement terminable by either party on reasonable notice, the Foundation could terminate on either on 3 months’ notice or reasonable notice, and one may well be shorter that the other.