Automatic GPL termination

[Alexander Terekhov]

On 9/3/07, Donovan Hawkins <hawkins at cephira.com> wrote:
> On Mon, 3 Sep 2007, Alexander Terekhov wrote:

(in context of)

> > > license, but the GPLv2 can be terminated arbitrarily by the licensor,

>
> > I very much doubt that, but more interestingly, GPLv3 is more explicit:
> >
> > "All rights granted under this License are granted for the term of
> > copyright on the Program, and are irrevocable..."
>
> You left off:
>
>  "...provided the stated conditions are met."

That's not "arbitrarily." See above.

See also

http://www.ll.georgetown.edu/FEDERAL/judicial/fed/opinions/97opinions/97-5035.html

"A material breach, or repudiation, gives rise to a right to exercise a
termination provision in a contract. See, e.g., McDonnell Douglas, 182
F.3d at 1327; Cities Serv., 543 F.2d at 1313. Moreover, under the
circumstances of this case, the absence of an express termination clause
would not ordinarily prevent a party from ending the contract. See,
e.g., Ross-Simons of Warwick, Inc. v. Baccarat, Inc., 217 F.3d 8, 10
(1st Cir. 2000) ("Every contract involves a bargained-for exchange of
obligations, the material breach of which by one party gives the other
party a right to terminate."); Apex Pool Equip. Corp. v. Lee, 419 F.2d
556, 562 (2d Cir. 1969) (stating that a right to terminate upon material
breach is implied in many contracts); see also Restatement (Second) of
Contracts § 237 (1981).

[...]

Applying these principles, we conclude that the government's material
breach and repudiation of the license gave Dow the right to either
terminate the license or continue to treat it as outstanding. The
government's challenge to the validity of the patent and the viability
of the license, together with the refusal to pay any royalties, made the
absence of a termination clause in the license immaterial. Under these
circumstances, a termination right is properly implied. See Ross-Simons,
217 F.3d at 10; Apex Pool, 419 F.2d at 562. During the ensuing period
from 1978 until suit was filed and the license was formally terminated
in January 1985, there is no evidence that the government was prejudiced
by Dow's delay in terminating the license. Further, the government has
not argued that Dow was estopped from terminating the license for
reasons similar to those suggested by Professor Corbin. See Cities
Serv., 543 F.2d at 1314.

We conclude that the government repudiated the license, and that Dow had
a right to terminate the license that was not waived. Consequently,
Dow's letter of January 10, 1985 effected a termination of the license
on the date it was received by the government, viz., January 18, 1985."

regards,
alexander.