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Message: <blockquote data-quote="pemerton" data-source="post: 8923290" data-attributes="member: 42582">So I just Googled "sub licence agency" and found this link to a 2013 decision of the High Court of England and Wales (its place in the judicial hierarchy is perhaps comparable to the US Federal District Court): <a href="https://www.lexology.com/library/detail.aspx?g=bd2f02c4-123a-4eb2-b19a-0bfbc168da98" target="_blank">High Court finds that a sub-licensee acts as an agent of the original licensor, when it grants further sub-licences</a>The reason there are not always straightforward answers to the questions you are asking is because the common law does not work as a "top down" rationalised system of legal principle. It is a collection of principles established by a type of generalisation from decided cases that are re-applied over time over different fact situations.So a concept like that of sub-licensing of IP can emerge in one area of law, and the concept of agency can be developed in a different area (predominantly contract law) and it can take from 1925 to 2013 for a case to come to court which requires the court to say more about how the two legal concepts are related.In the case of the OGL sub-licensing regime, I doubt that an agency analysis adds very much; if you read the blog I linked to, you'll see the significance of the use of agency concepts was to deal with questions of ostensible authority, actual authority, whether the sub-licence survives termination, etc. In the case of the OGL this is all known: the parties are listed in the section 15 statement, section 13 expressly provides for the survival of sub-licences, and there is (in my view, on the best legal construction of the OGL's terms) no provision for cancelling licences otherwise than by breach as per section 13.One important law that applies to agents is the law of fiduciary obligations, which governs the way they may use their powers. But the power that the OGL confers to sub-license involves no discretion - the licensee must make the offer, and acceptance is not conditional on any decision or choice by the licensee, and the emergence of the sub-licence upon accepting the offer is automatic. This lack of discretion makes me doubt whether fiduciary law would have any work to do.Hence why, as I said, I doubt that an agency analysis is going to add much.</blockquote>

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