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

Fecha: 10-Mar-2025

Conclusions

Section X - Conclusions

1121.

For the reasons set out above, I find as follows:

Winsopia was in breach of the ICA in respect of Items 1 to 30, 34, 35, 37, 38, 40, 41, 43, 45, 46, 49 and 50 as summarised in paragraphs [838] to [844] above.

ii)

The above breaches of the ICA did not fall within the rights conferred by the Software Directive/the CDPA.

iii)

LzLabs and Mr Moores unlawfully procured the above breaches of the ICA by Winsopia.

iv)

The procurement claim against LzLabs UK fails.

Mr Rockmann and Mr Cresswell are entitled to rely on the principle in Said v Butt by way of defence and therefore are not liable for the tort of unlawfully procuring breaches of the ICA by Winsopia.

vi)

LzLabs, Winsopia and Mr Moores are liable for the tort of unlawful means conspiracy.

vii)

The unlawful means conspiracy claims against LzLabs UK, Mr Cresswell and Mr Rockmann fail.

viii)

The audit request made by IBM was valid and Winsopia was in breach of the ICA in failing to comply with it.

ix)

IBM validly terminated the ICA and associated agreements under clause 1.12.2 and/or 4.5.3; alternatively, IBM was entitled to treat the breaches as repudiatory and terminate at common law, as set out in paragraphs [980] to [987] above.

Clause 1.11.4 is an effective time bar provision as between IBM and Winsopia in respect of the claims against Winsopia but does not apply to the claims against the other defendants and does not apply to wrongdoing where there has been deliberate concealment until IBM discovered the concealment or with reasonable diligence could have done so.

xi)

The defendants deliberately concealed the connection between Winsopia and LzLabs and/or Winsopia’s breaches of the ICA for the purpose of section 32 of the Limitation Act 1980 and IBM could not with reasonable diligence have discovered the concealment prior to August 2020. IBM could not with reasonable diligence have discovered the concealment regarding the unlawful conspiracy claim prior to June 2023.

xii)

The claims are not contractually time-barred or statute-barred for limitation.

1122.

Following hand down of this judgment, the hearing will be adjourned to a date to be fixed for the purpose of any consequential matters, including the form of order, any declaratory, injunctive or other relief, future quantum determination or other disposal, any applications for costs or permission to appeal. Therefore, any relevant time limits are extended until the adjourned hearing or further order.