Design modified or sold separately: am I entitled to additional royalties?

Many designers and creative agencies work with licensing agreements where they receive a percentage (royalty) on the sale of their creations. But what happens if the manufacturer decides to sell only one part of the design (such as a pillow) separately, or releases the design in a different format under a new name?

Below we discuss an April 5, 2025 Antwerp Court of Appeal ruling that draws clear lines: yes, royalties are due even on separately sold parts and unauthorized variants, as long as there is an original contribution by the designer.

The facts: a lingering dispute over designer furniture

The case revolves around a dispute between a well-known furniture designer (through his company Encor BV) and a manufacturer of garden furniture (Manutti Invest BV).

In 2014, the parties entered into a master agreement to end previous discussions about royalties. This agreement stated that all previous agreements lapsed and that the parties had “nothing more to claim” from the past.

Over time, however, disagreement arose again. The designer determined that the manufacturer:

• Sold parts of his collections, such as specific pillows, separately without paying royalties on them.
• Marketed variations of his designs (side tables and footstools) in different sizes and under a slightly modified name, also without compensation.
• Launched a completely new collection (the “Air” collection) that the designer said was a copy of his “Elements” collection.

Appeal court decision

The Antwerp Court of Appeal issued an important ruling on March 5, 2025 that strengthens the rights of the designer in several respects, but also guards the limits of contractual agreements.

These are the key points of the decision:

1. No retroactivity before settlement

The designer's claim to recalculate royalties for the period before 2014 was rejected. The 2014 agreement contained a clear clause that “all previous agreements expire” and the parties had nothing more to claim from each other. Without proof of fraud or mistake, such a “clean slate” agreement remains binding.

2. Royalty on loose parts (pillows).

The manufacturer argued that no compensation was due on separately sold pillows (the “Round” and “Trapezium Pillow”). The Court, however, ruled otherwise. Sketches showed that the designer had specifically designed these cushions to harmoniously match the back of the seat (the “Moon Island” collection). Because the designer provided special added value here, these sales are part of the basis for the royalty calculation.

3. Variants in other dimensions are breach of contract

The manufacturer had released footstools and tables identical in design but in a smaller size (“Footstool 52” and “63”). The manufacturer argued that these were “new” products. The court ruled that this was an unauthorized modification. The agreement prohibited modifications without the designer's agreement unless strictly necessary for production. This does not include merely reducing a design for commercial purposes.

Manufacturer

Designer

Legal analysis and interpretation

This ruling confirms some fundamental principles within copyright and contract law.

Originality and the ‘Personal Stamp’ The Court applies a pragmatic but correct test of the copyright work concept. For copyright protection (and thus royalty entitlement), a work is required to be original in the sense that it is the author's own intellectual creation. In this case, the originality of the “Elements” collection was proven, among other things, by the fact that the manufacturer itself used the unique features of the design (such as the floating impression and slot system) as selling points in marketing copy. This is strong evidence that the design does add creative value.

The strict interpretation of modification clauses In licensing contracts, the integrity of the work is crucial. A clause stating that the manufacturer may not make changes (“banalization clause”) is strictly enforced by case law. The Antwerp Court of Appeal confirms here that a manufacturer may not simply “recycle” a design into other formats to get out of its payment obligation. A change in dimension does not affect the essence of the design, but it does make it an exploitation of that design for which payment must be made.

The importance of settlement The rejection of pre-2014 claims underscores the binding nature of a settlement agreement (Art. 2044 Old Civil Code). Entrepreneurs should be aware that a clause of “discharge of balance of account” or termination of “all previous disputes” is in principle irrevocable, unless one can prove persistent fraud (artifice).

What this specifically means

This ruling has implications for designers and manufacturers alike:

• For the designer:
  • Document your process: The Court valued original sketches and correspondence in which the designer explained the unique features. Keep these well; they are your proof of originality.
  • Be specific in contracts: Clearly define what is included in “the product.” Make sure accessories and derivatives are explicitly included in the royalty base.
  • Beware of dating: Never sign an agreement that states you have “nothing more to claim” if you are not 100% sure that all past figures are correct.
• For the manufacturer:
  • No creative ‘bypass. You cannot avoid royalties by making a design 10% smaller or larger and renaming it. This is considered breach of contract and copyright infringement.
  • Parts count: If a separately sold component (such as a specially shaped cushion) clearly bears the designer's signature, you must pay fees on it.

FAQ: Frequently Asked Questions

Am I entitled to royalties if a manufacturer modifies my design without permission?
Yes, in most cases it does. Unless your contract explicitly allows the manufacturer to make modifications, this constitutes a breach of contract. You will then be entitled to damages or still pay royalties on these modified products.

Can I still demand money for a period for which I have already settled?
Usually it doesn't. If you have signed an agreement stating that all previous agreements have been settled and replaced (a settlement agreement), you cannot go back on it unless you can prove that you were defrauded or cheated with false figures.

Are accessories such as pillows copyrighted?
Yes, if they are original in character and bear the creator's personal stamp. A standard square cushion is probably not protected, but a cushion specially designed to fit a specific seat (e.g., a trapezoid shape that follows the backrest) is.

Conclusion

The Antwerp Court of Appeal ruling is a victory for the protection of creative work. It makes clear that the economic value of a design is not limited to the main product, but also extends to original parts and derivative variants. At the same time, it warns against the finality of settlement agreements.