Zaha Hadid was one of the most celebrated architects of her generation. The Iraqi-British designer, who was famous for her radical, sweeping curves and futuristic forms, was the first woman to win the Pritzker Architecture Prize. Her legacy includes the London Aquatics Centre built for the 2012 Olympics, the sinuous Heydar Aliyev Center in Baku and the Guangzhou Opera House in China. After her death in 2016, her architectural practice continued trading under her name.

Now the Court of Appeal has reversed a High Court decision on a trademark licence for the "Zaha Hadid" brand. It held that a 2013 licence expressed to "continue indefinitely" isn't binding forever. Either party can terminate on reasonable notice.

The dispute

In 2013, Hadid licensed her trademarks to her architectural firm (the company) for a 6% royalty on net income. The licence would "continue indefinitely, unless terminated earlier in accordance with this clause 12". Termination rights ran one way so only the licensor could terminate (without cause on three months' notice, or immediately for breach or insolvency).

After Hadid's death in 2016, her Foundation became the licensor. The company kept trading under the name, paying royalties exceeding £3 million annually. When relations broke down, the company gave 12 months' notice to terminate in March 2024. The Foundation disputed its right to do so.

The High Court's view

The High Court sided with the Foundation: the company had no right to terminate.. On appeal, the company argued the agreement was "indefinite" rather than perpetual, and therefore terminable on reasonable notice.

The Court of Appeal's reasoning

The Court of Appeal allowed the appeal. Its reasoning was:

• "Indefinite" and "perpetual" are not synonymous. Using "indefinitely" was a deliberate choice, distinct from "in perpetuity". The agreement didn't "purport to lock the parties together forever".
• Express termination rights for the licensor do not exclude an implied bilateral right to terminate on reasonable notice.
• Commercial reality matters. Binding the company to promote Hadid's identity "in 100 years' time" was not the intention of the parties, as architectural styles and reputations could change.

The company's 12 months' notice was reasonable, and the licence will end on that basis.

What this means for your contracts

If your contract says "indefinite" rather than "in perpetuity", a court may imply a right for either party to exit on reasonable notice, even where express termination rights favour only one side.

Practical points:

• If you want a genuinely perpetual arrangement, say so explicitly. Use "in perpetuity" and state that no implied termination right exists.
• But think carefully. Locking a counterparty in forever can breed disputes when circumstances change. Sometimes a clean exit route serves everyone better than a contract designed to last forever.