Tata Consultancy Services Limited v Disclosure and Barring Service
[2024] EWHC 1185 (TCC)
Capgemini UK PLC v Dassault Systemes UK LTD
1 November 2024
[2024] EWHC 2728 (Comm)
High Court
Two companies had a big argument about a software project. One company tried to get a quick court win on two points. The judge said there wasn't enough clear evidence to decide those points quickly and told the other company to explain their arguments more clearly.
Key Facts
- •Capgemini UK PLC (Claimant) sued Dassault Systemes UK Ltd (Defendant) for breach of a Settlement Agreement (SA) dated December 11, 2017.
- •The SA resolved disputes arising from a Prime Contractor Agreement (PCA) concerning a logistics planning technology project for the Royal Mail Group.
- •Capgemini claimed that Dassault repudiated the SA by failing to perform the agreed work, seeking over £7 million in reliance losses.
- •Dassault denied repudiation, counterclaimed for unpaid services, and argued delays were due to Capgemini's responsibility for data errors.
- •Capgemini applied for summary judgment on two issues: (1) whether the SA's entire agreement clause extinguished the PCA, and (2) whether Capgemini was contractually responsible for RMG data errors.
Legal Principles
Summary judgment principles (CPR 24.3): Claimant must have no real prospect of success, and no other compelling reason for trial.
CPR 24.3
Contractual interpretation: Objective meaning of language, considering the 'matrix of fact' but excluding pre-contractual negotiations and subsequent conduct.
Wood v Capita, Arnold v Britton, National Commercial Bank Jamaica
Implied terms: Must be obvious, necessary for business efficacy, not contradict express terms, clearly expressed, and not rewrite the contract.
Marks and Spencer plc v BNP Paribas, Tesco Stores Ltd v USDAW
Entire agreement clauses: Aim to prevent reliance on informal discussions, generally not to extinguish multiple formal contracts; construed according to wording and context.
Inntrepreneur Pub Co v East Crown Ltd, MWB Business Exchange Centres Ltd v Rock Advertising Ltd, Satyam Computer Services Ltd v Upaid Systems Ltd, Ravenni v. New Century Shipbuilding
Prevention principle: A promisee cannot insist on performance if they prevented the promisor from performing.
The Interpretation of Contracts (8th Ed.), paragraph 6.129
Pleading requirements: Statements of case must clearly identify specific wording relied upon when arguing contractual construction; facts and law must be clearly presented.
Halsion v. St Thomas Street Development [2023] EWHC 2045 (TCC)
Outcomes
Capgemini's application for summary judgment dismissed.
The court found that Dassault had arguable defenses and counterclaims related to data errors, and that the entire agreement clause did not necessarily extinguish the PCA entirely.
Dassault ordered to re-amend its defence to clarify its arguments regarding Capgemini's responsibility for data errors.
The court found Dassault's initial pleading on this point insufficiently clear.
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