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

Fecha: 10-Mar-2025

Section IX - Limitation

Section IX - Limitation

988.

The material dates are as follows:

Winsopia and IBM entered into the ICA on 15 August 2013.

ii)

The SDM was marketed from March 2016.

iii)

The technical breaches span the period August 2013 through to September 2021.

iv)

IBM terminated the ICA and associated agreements by letter dated 24 February 2021.

These proceedings were started on 21 September 2021 against LzLabs, Winsopia, LzLabs UK, Mr Cresswell and Mr Rockmann in respect of the ICA breaches and unlawful procurement of breach claims (“the Original Claims”).

vi)

The unlawful means conspiracy claim against all defendants and the unlawful procurement of breach claim against Mr Moores (“the New Claims”) were made on 29 November 2023. Those amendments were made on the basis that IBM would not seek to rely on the ‘relation-back’ rule and limited its claims to those that were not time-barred as at 29 November 2023.

989.

The defendants’ pleaded case raises the following issues of limitation:

Clause 1.11.4 of the ICA provides for a two-year contractual limitation period, said to be enforceable by Winsopia to bar all (or most) claims against it and the other defendants.

ii)

The Original Claims in both contract and tort are said to relate to causes of action accruing prior to 21 September 2015 and, therefore, are statute-barred by reason of sections 5 and 2 of the Limitation Act 1980.

iii)

The New Claims in tort are said to relate to causes of action accruing prior to 29 November 2017 and, therefore, are statute-barred by reason of section 2 of the Limitation Act 1980.

990.

IBM disputes that the claims are time-barred and raises a plea of deliberate or dishonest concealment:

It is said that on a proper construction of clause 1.11.4 of the ICA, it applies only to the parties who entered into it, namely, IBM and Winsopia; and/or it does not apply in respect of claims where the relevant cause of action involves dishonest or deliberate concealment.

ii)

It is alleged that acts by the defendants constituted deliberate concealment within the meaning of section 32 of the Limitation Act 1980.

iii)

IBM’s case is that it did not discover, and could not with reasonable diligence have discovered, the concealment prior to 25 August 2020, less than two years prior to the issue of proceedings in respect of the Original Claims and less than six years prior to the New Claims.