Microsoft has failed to win permission to appeal to the UK Supreme Court in the long-running legal spat with ValueLicensing after the Court of Appeal refused its application.

The US megacorp was challenging a November 2025 ruling in ValueLicensing’s favour that VL may resell pre-owned software licenses. That judgement was unambiguous, but Microsoft said at the time that it would seek permission to appeal.

That request was rejected last week in blunt terms. No reasons were given for the refusal, just the words “It is ordered that the application is refused.”

It isn’t quite the end of the road. Microsoft could apply to the Supreme Court itself, but it would need to file within 28 days and show a compelling reason why the Court of Appeal was wrong to refuse its appeal.

Things are looking dicey for Microsoft in the case that started in 2021 when ValueLicensing sued Microsoft for £270 million over claims that the Windows maker choked off the supply of surplus Office licenses. Microsoft denied any wrongdoing and Instead attempted to reframe the case as a copyright dispute. The UK’s Competition Appeal Tribunal rejected Microsoft’s arguments and a subsequent appeal.

A recently published Consent Order adds to the pressure. It demands documents from past and present Microsoft bosses, including a potentially explosive internal deck titled “Second-Hand Software Presentation” (SHS).

The contents of the file are unknown, but the Consent Order refers to it as a “Known Adverse Document.” It dates back to 2013, a few years after Office 365 was launched. The order also asks why Microsoft waited until the end of 2025 to disclose the document’s existence, a few years after Office 365 launched.

To add a little more spice, Alexander Wolfson is listed as an intervener on the appeal refusal. He is the proposed class representative in a separate claim filed on behalf of millions of UK customers seeking between £1.3 billion to £3.5 billion in compensation from Microsoft over its conduct regarding pre-owned licenses.

ValueLicensing and Microsoft declined to comment on the latest development.

Appeals aside, the next stage will be a Witness Statement from Microsoft explaining who knew what and when, followed by further disclosure.

The legal spat between secondhand software reseller ValueLicensing and Microsoft took another turn this week: a consent order was published with demands for documents from past and present Microsoft head honchos, and a planned case management conference was cancelled.

Several requests in the order revolved around a historic, potentially explosive internal document written by Microsoft entitled the “Second-Hand Software” (SHS) Presentation.

ValueLicensing and Microsoft agreed to vacate the case management conference ahead of its scheduled date on September 14, 2026. The result is the Consent Order, which, unsurprisingly, focuses on locating and asking for the disclosure of Microsoft documents that may bear on the reseller’s allegation that the company offered incentives for customers to shift to subscription services in return for not selling their pre-owned licenses.

The confidentiality designation applied to several documents in the case has also been lifted.

In addition, there are many references to a June 2013 document that Microsoft disclosed on December 22, 2025, entitled “Second-Hand Software Presentation” (SHS Presentation).

June 2013 was a busy time for Microsoft: it had launched the Office 365 subscription service two years previously, but there was a question over what to do about those customers with perpetual licenses that Microsoft wanted to move into the brave new world of “an always-up-to-date cloud service, at a predictable monthly subscription.”

While the content of the SHS Presentation has yet to be made public, the Consent Order treats it as a “Known Adverse Document,” meaning it is unlikely to be good news for Microsoft. Furthermore, the consent order requires Microsoft to explain by October 31 why it had not disclosed it earlier. This case was filed in 2021 and yet it took until the end of 2025 for Microsoft to produce the presentation.

Microsoft was also asked to conduct extensive, unredacted disclosure searches across its corporate mailboxes and SharePoint accounts of high-level executives for search terms including “antitrust,” “used licenses,” “second hand”, and “Value Licensing,” between July 3, 2012 and June 1, 2020. It has until November 30 to produce any documents found during the search.

Execs whose mailboxes and document repositories must be searched include Richard Chin, currently a Corporate VP at Microsoft responsible for the company’s monetisation approach and who was a General Manager between 2012 and 2020 working on pricing, licensing, and the business models in the Cloud and AI world. Kevin Turner, who was Chief Operating Officer at Microsoft from 2005 to 2016, is also on the list.

As for confidentiality, the consent order stated, “No blanket or default designation of such documents as ‘Restricted’ or ‘Confidential’ shall be applied.” Instead, it’ll be on a document-by-document basis and “limited to the precise words, figures or passages said to be sensitive; and be supported by specific reasons rather than general assertions.”

“Defendants shall disclose by no later than 4pm on 30 November 2026 any further documents they have identified relating to the same or similar matters addressed in the SHS Presentation.”

Microsoft will also keep ValueLicensing apprised of its progress every 21 days.

ValueLicensing boss Jonathan Horley said, “ValueLicensing have been working to get appropriate disclosure for some years and this Order is the result of that work and more recently disclosed documents.

“This is a further stage enabling a better understanding of how Microsoft dealt with the second-hand software market which brings a liability trial one stage closer.”

The case has had several twists over the years, not least Microsoft’s “Hail Mary” attempt to make it about copyright rather than the allegation that it deliberately stifled the sale of secondhand software licenses. This latest turn might eventually give an intriguing insight into how the US biz dealt with the market while encouraging customers to embrace subscriptions.

ValueLicensing (VL) has been invited to attend a case management conference in a related multibillion-pound collective action against Microsoft, according to the reseller’s boss, Jonathan Horley.

VL sued Microsoft for £270 million in 2021, alleging that the software giant restricted the supply of surplus Office licenses available for resale. Barrister Alexander Wolfson is the proposed class representative in a separate claim filed in 2025 on behalf of more than two million UK customers. That action seeks between £1.3 billion and £3.5 billion in compensation.

Both cases are before the UK’s Competition Appeal Tribunal (CAT) and concern Microsoft’s alleged efforts to restrict the market for pre-owned software licenses.

Case management conferences (CMCs) are used to set timetables and decide procedural questions as a case progresses.

According to Horley, ValueLicensing has a CMC concerning disclosure listed for September 14, followed the next day by an invitation to another in the Wolfson proceedings.

The September 15 CMC could address how the two proceedings interact, including whether the Wolfson action should be stayed pending judgement in the more advanced ValueLicensing case. There is also the possibility that the claims could eventually be heard together, although the tribunal has yet to indicate what course it will take.

ValueLicensing’s case is considerably further ahead of Wolfson’s. The Court of Appeal dismissed Microsoft’s appeals on issues including copyright in July, although Microsoft can seek permission to appeal to the Supreme Court.

Kate Pollock, head of competition litigation at law firm Stewarts, said of the Wolfson case earlier this year: “Microsoft’s conduct has had a profound and costly impact on millions of individuals and private and public sector organisations that rely on its software for daily business operations.

“We believe that Microsoft abused its market dominance by imposing restrictive licensing practices that effectively shut down competition and inflated prices.”

Closer procedural links between the cases could complicate Microsoft’s defence against two claims arising from similar allegations.

VL’s Horley said: “Following on from the judgement at the Court of Appeal we are pleased to have a hearing listed for September 14 to progress further disclosure. ValueLicensing has also been invited to the first hearing of the Alexander Wolfson class action on September 15. That will deal with the next steps for certification and the interactions between the two claims.”

Horley said the move was “very significant” and showed the progress ValueLicensing had made in terms of the competition and copyright law aspects.

“ValueLicensing are experts in the pre-owned Microsoft market with significant evidence and experience of the operation of the market during the relevant period in which the abuse is alleged to have occurred,” he said.

“Given that both claims relate to the pre-owned Microsoft market, that the ValueLicensing claim is so advanced and Mr Justice Turner is Chair for both, it is logical for ValueLicensing to be invited. ValueLicensing is happy to assist the Tribunal in determining the next procedural steps for both actions.”

Still smarting from Court of Appeal loss earlier in July, Microsoft has secured an extended stay in the ValueLicensing saga as it seeks the Supreme Court’s blessing for one more roll of the dice.

The UK’s Competition Appeal Tribunal (CAT) ruled in 2025 that the resale and subdivision of Microsoft on-premises software licenses did not infringe the US corporation’s copyright. Microsoft appealed and, on July 7, lost.

Proceedings had already been stayed in February pending the Court of Appeal’s decision, and an extended stay was granted July 21 after Microsoft indicated that it intends to seek permission to appeal to the Supreme Court.

Microsoft has undertaken a potentially high-risk strategy. Having first contested a claim by ValueLicensing that it had inserted contractual clauses to nudge customers toward Microsoft 365 subscriptions and prevented those customers from reselling their perpetual licenses, it changed tack. Microsoft suggested that reselling its software was illegal due to copyright infringement. The CAT ruled otherwise. Microsoft appealed and lost.

ValueLicensing sued Microsoft for £270 million in 2021 over claims that the company choked off the supply of surplus Office licenses. It’s a big number, but not as big as a class action that bears several similarities to the case. That action, represented by Alexander Wolfson, could result in a multibillion-pound payout. Microsoft has a lot to lose if things don’t go its way.

The stay does not apply to ValueLicensing’s disclosure application, nor does it apply to the confidentiality application. ValueLicensing noted that the applications “are expected to be considered at a further Case Management Conference in September, meaning the case continues to move forward despite the stay.”

The stay hinges on what happens with the Supreme Court. The Chair, Justin Turner KC, said: “As yet it is unknown whether permission to appeal to the Supreme Court will be granted. It is necessary for me to balance the potential for a waste of costs in the event permission is granted and an appeal is successful, against the undesirability of delay in these proceedings.”

The approach, where the outstanding applications could proceed, was described as “middle ground” by Justin Turner KC. “These steps are proportionate at this stage given that the Claimant has successfully prevailed before this Tribunal and the Court of Appeal.”

In the earlier judgement rejecting Microsoft’s appeal, it was noted that Microsoft’s approach, if followed, “would produce odd results.” First, there was a distinction made between products on CD-ROM, where Microsoft can’t control the resale market. Then there was the potential for a legal minefield around UsedSoft, where Oracle’s attempt to stop the sale of secondhand software licenses was stymied by an EU court in 2012.

The Microsoft approach, according to the judgement, “would mean that all that was necessary to avoid the effect of UsedSoft would be to incorporate some icons or clip art with the program.”

ValueLicensing boss Jonathan Horley said in a statement: “We are pleased a full stay of the proceedings hasn’t been granted and we can progress the outstanding applications on further disclosure and confidentiality. These are important steps to enable ValueLicensing to progress swiftly to a full liability trial. As was noted in the Reasoned Order, we succeeded at first instance and in the court of appeal and the decision to allow our disclosure applications to progress now represents a fair and proportionate decision which seeks to minimise further delay to the determination of the claim.”

The UK’s Court of Appeal has dismissed Microsoft’s appeal against a ruling that ValueLicensing (VL) can resell pre-owned software licences.

The judgement, handed down July 7, follows a ruling by the Competition Appeal Tribunal (CAT) in November that customers could resell their licenses, even if Office contained clip-art.

In 2021, VL filed a claim accusing Microsoft of stifling the market for pre-owned on-prem software licenses, alleging the US biz baked restrictive clauses into its contracts – essentially, better subscription deals for customers who didn’t resell old licenses. VL sought £270 million in damages; Microsoft denied wrongdoing.

The case later took a turn, when Microsoft attempted to reframe it as a copyright dispute. VL was leaning on the EU’s UsedSoft ruling, which established that secondhand software licenses could legally be resold. Microsoft changed tack and countered that Office’s icons and help files made it a creative work, and thus covered by the Copyright and Information Society Directive rather than the software licensing rules UsedSoft addressed. Microsoft also argued that licenses it had sold in bulk (for example, a 1,000-seat purchase) couldn’t legally be broken up and resold piecemeal by VL.

The CAT rejected both arguments and ruled unanimously for ValueLicensing. Microsoft filed an appeal, and that appeal has now failed.

The judgement is unambiguous on both counts. On copyright, the Court of Appeal agreed with the CAT that Microsoft’s reasoning would lead to “odd results.”

“It would mean that all that was necessary to avoid the effect of UsedSoft would be to incorporate some icons or clip art with the program,” the judgement noted.

As for the subdivision of volume licenses, again, the Court of Appeal sided with the CAT and dismissed Microsoft’s appeal: there’s nothing wrong with VL’s approach.

VL’s Jonathan Horley said in a statement: “I am delighted that the Court of Appeal has given such a clear judgement in ValueLicensing’s favour on both of Microsoft’s appeals. The judgement agreed with all the main conclusions of the CAT on both rulings under appeal as well as clarifying the overall legality of our business model.”

Horley pointed out that none of Microsoft’s arguments succeeded and VL now intends to pursue its compensation claim.

“We are considering the consequences of the Court of Appeal’s judgement for Microsoft’s defence to our claim and will focus in the coming weeks and months on the key procedural steps leading up to a liability trial,” he added.

A Microsoft spokesperson said: “We respectfully disagree with the court’s decision and will seek permission to appeal. Today’s decision does not address ValueLicensing’s core complaint that we gave customers the option to apply the value of their licenses for older products to new cloud subscriptions rather than selling them to third parties.

“We continue to believe that was both legal and the right thing to do. Helping our customers move to the cloud improves productivity and security.”

Justin Turner KC, the judge presiding over ValueLicensing’s claim, is also overseeing Alexander Wolfson’s collective action against Microsoft. Wolfson was granted permission to intervene in the appeal on March 30, and the judgement noted that “the intervener’s position was essentially supportive of VL’s case.”

That potentially makes today’s dismissal significant well beyond VL’s own claim. The Wolfson collective action, bolstered by this ruling, could expose Microsoft to liability running into the billions, dwarfing the hundreds of millions at stake in VL’s original claim.