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

On 30 October 2017 a further revision of the Integrated Code of Conduct was issued. The roles of the main companies were described as follows:

The project roles for the SDM were described as (i) Developers – people working for LzLabs or its contractors who designed, developed and wrote the code for the SDM, including QA working within the development team; (ii) pre-sales, post-sales and support; (iii) QA – people working for LzLab or LzLab UK responsible for internal testing and quality assurance, other than QA personnel working within the development team; (iv) sales, management and other non-technical roles; and (v) Winsopia – responsible for discovery, testing on or interacting with the mainframe, processing of materials from customers’ mainframes, setting customer applications in a mainframe test environment, and development of z/OS-based tools.

Under this revised code, greater freedom was granted to LzLabs, Winsopia and LzLabs UK to communicate with each other, including visits to Winsopia’s premises.

Mr Rastall agreed in cross-examination that there was no supervision of LzLabs employees who visited Winsopia and for several years all passes and badges issued by Ms Wilmot at Winsopia automatically included access to the whole office, including access to the mainframe room. Such visitors included Mr Bleach, Mr Viebrock and Mr Vitale of LzLabs. Although this did not give them direct access to the mainframe, it enabled them to talk directly with those at Winsopia who did have direct access and allowed them to “look over their shoulders” as they used z/OS. There is no evidence that any notes of such discussions were taken, contrary to the requirements in the Codes of Conduct.

By March 2020, the development of the SDM was sufficiently advanced so that the clean room procedures were no longer required, as indicated in a message dated 24 March 2020 from Mr Moores to Mr Cresswell:

“I had a nice discussion with Thilo about managing our legal expenses - including merging companies, eliminating the review process, etc.

I will be surprised if Thilo hasn't had a long chat with Watson by now.

It seems to me that what we needed to do to build SDM is now securely in the can. And Lz has a very nice record to prove perfect reverse engineering & development.

I donno what role Clifford has going forward - but maybe a diminished role is feasible. Obviously you want to keep your terrific long standing relationship.”

Shortly afterwards, on 20 April 2020 a further revised version of the Integrated Code of Conduct was issued. The descriptions of the main companies changed. Winsopia was the mainframe test and z/OS-based tools development house, handling discovery work, testing of customer applications in the legacy mainframe environment and of the SDM’s interoperability with the legacy mainframe environment, due diligence on customer applications and data, and development of the z/OS-based tools which accompany the SDM, such as CPX and LMD. ‘LZ’ was stated to encompass all the other operations of LzLabs and its subsidiaries.

Under this final version of the Integrated Code of Conduct, there was further relaxation of communications between LzLabs and Winsopia, and the requirement for legal oversight was removed.

In mid-2020, the LzLabs UK office was closed and its employees were transferred to Winsopia.