IBM UNITED KINGDOM LIMITED v LZLABS GmbH & Ors

IBM UNITED KINGDOM LIMITED v LZLABS GmbH & Ors

The claim against the Fourth and Fifth Defendants is struck out or subject to summary judgment to the extent it is put otherwise than in their capacity as directors of the Second Defendant. The pleadings do not adequately allege or particularise bad faith or acting outside authority as required by the Said v Butt principle. However, the Claimant is permitted to re-amend its pleading to properly allege breach of directors' duties under section 172 of the Companies Act 2006, as this argument has a real prospect of success.

Parties
Claimant: IBM United Kingdom Limited; First Defendant: LZLABS GmbH; Second Defendant: Winsopia Limited; Third Defendant: LZLABS UK Limited; Fourth Defendant: Mark Jonathan Cresswell; Fifth Defendant: Thilo Rockmann
Jurisdiction
England and Wales
Judgment Date
11 April 2022
Procedural Posture
Civil (commercial/contract/tort) / Interlocutory Application for Strike Out And/or Summary Judgment
Outcome
Partial strike out and summary judgment granted; permission to re-amend granted within time limits to be set.
Legal Topics
Inducing Breach of Contract, Director Liability, Pleading Requirements, Summary Judgment, Strike Out Applications
Contract Law Tort Law Company Law Inducing Breach of Contract Director Liability Pleading Requirements Summary Judgment Strike Out Applications

Case Brief

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Parties

IBM United Kingdom Limited

Claimant

LZLABS GmbH

First Defendant

Winsopia Limited

Second Defendant

LZLABS UK Limited

Third Defendant

Mark Jonathan Cresswell

Fourth Defendant

Thilo Rockmann

Fifth Defendant

Procedural Posture

Civil (commercial/contract/tort) / Interlocutory Application for Strike Out And/or Summary Judgment

Legal Issues

  1. 1 Whether the claim against the Fourth and Fifth Defendants (directors) for inducing breach of contract should be struck out or be subject to summary judgment due to inadequate pleading and the application of the Said v Butt principle.
  2. 2 Whether the pleadings disclose a tenable cause of action against the directors for inducing breach of contract by the company.

Ratio Decidendi

The claim against the Fourth and Fifth Defendants is struck out or subject to summary judgment to the extent it is put otherwise than in their capacity as directors of the Second Defendant. The pleadings do not adequately allege or particularise bad faith or acting outside authority as required by the Said v Butt principle. However, the Claimant is permitted to re-amend its pleading to properly allege breach of directors' duties under section 172 of the Companies Act 2006, as this argument has a real prospect of success.

Court Disposition

Partial strike out and summary judgment granted; permission to re-amend granted within time limits to be set.

Orders

  • Paragraphs 11 and 12 of the Amended Particulars of Claim struck out.
  • Summary judgment for the Fourth and Fifth Defendants to the extent the claim is put otherwise than as directors of the Second Defendant.