Contract law - arbitration and governing law clauses in licence agreements - whether subsequent contracts replaced or rendered clauses inoperative - no variation of the licence agreements - subsequent contracts regulating different aspects of business - arbitration clause and governing law clause not invalid.
The issue in this appeal is whether an arbitration clause and a governing law clause in a licence agreement concluded between the appellant, Tee Que Trading Services (Pty) Ltd (TQ), and the first respondent, Oracle Corporation South Africa (Pty) Ltd (Oracle), were rendered inoperative by three agreements which were later concluded by the same parties. Allied to that is the question whether similar clauses in a related sub-licence agreement between TQ and the South African Post Office (SAPO) were replaced by the dispute resolution clauses in the three agreements concluded between TQ and Oracle. The Gauteng Division of the High Court, Pretoria (high court), per Verster AJ, held that the clauses in the earlier licence and sub-licence agreements remained valid and ordered a stay of the action proceedings instituted by TQ against Oracle and SAPO, pending referral of the dispute between these parties to arbitration. This appeal, with the leave of this Court, is against that order of the high court.