HT-2021-000363 - [2025] EWHC 532 (TCC)

By letter dated 3 December 2020 Mr Anzani, of IBM Corp, wrote to Winsopia, informing it that IBM would be conducting an audit of Winsopia’s compliance with the terms of the ICA and seeking documentary information within thirty days after receipt of the letter.

Winsopia replied by letter dated 23 December 2020, disputing IBM Corp’s entitlement to seek any information from Winsopia, given that the contractual relationship was between Winsopia and IBM.

By letter dated 12 January 2021 Mr Wallin of IBM wrote to Winsopia, alleging a breach of the ICA by Winsopia, repeating the demand for an audit and stating that IBM might terminate the ICA if Winsopia failed to comply.

Mr Rockmann of Winsopia replied by letter dated 8 February 2021, denying any breach of the ICA, disputing the audit demand as unreasonable and stating that IBM was not entitled to terminate the ICA.

By letter dated 24 February 2021, IBM notified Winsopia that it was terminating the ICA, on the grounds that Winsopia was in breach of clause 4.4 of the ICA in failing to comply with the valid audit demand and, further, in breach of clause 4.1 of the ICA.

By letter dated 1 March 2021, Winsopia sought to affirm the ICA. However, by two letters, each dated 29 July 2024, Winsopia purported to terminate the ICA and other licence agreements as from 31 August 2024.

As set out above, it is now common ground that the ICA has been terminated.