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

The above evidence shows that Mr Moores, Mr Rockmann and Mr Cresswell were participants in the acts of concealment. As explained in relation to the procurement breaches, by reason of their roles as directors and officers of the corporate defendants, the acts and knowledge of Mr Rockmann and Mr Cresswell are attributable to LzLabs, Winsopia and LzLabs UK.

I acknowledge that Mr Rockmann’s explanation was that when LzLabs was in the early stages of winning customer engagements, it did not want to introduce Winsopia into the picture because it made dealings more complicated:

“The more you offer information to potential customers, the more questions they will have, and the connection with Winsopia was largely irrelevant to customers in the early stages.”

This view was shared by Mr Cresswell who stated:

“Any reduction in complexity or confusion or increase in clarity that you can – that you can put into a marketing message is – is a good thing.”

This was echoed also by Mr Moores:

“In Marketing 101, there’s no sense in creating brand awareness of something that is not going to help you in dealing with customers. The customers were concerned about a relationship with LzLabs. Introducing Winsopia into a discussion wouldn’t have been particularly helpful. Likewise, most software companies do not publicise their rather extensive third party relations with many other software companies…it just doesn’t make any business sense.”

Nonetheless, what the defendants embarked on was a series of steps and policies to conceal from IBM that Winsopia was a wholly-owned subsidiary of LzLabs, set up to acquire a mainframe and software licence, using what I have found to be breaches of the ICA, with the sole purpose of assisting and facilitating development of the SDM.

Those facts were relevant to IBM’s right of action; the concealment of those facts occurred either by positive acts of concealment or by withholding the relevant information; and the defendants intended to conceal those facts. This amounted to deliberate concealment for the purpose of section 32(1)(b) of the Limitation Act 1980.