Fujitsu Services Ltd v Electronic Data Systems Ltd [2008] EWHC 211 (Comm) (12 February 2008)

Fujitsu Services Ltd v Electronic Data Systems Ltd [2008] EWHC 211 (Comm) (12 February 2008)

The court held that while the supply of BCE 011 and BCE 012 was subject to the terms of EDS 100, the subsequent agreements (EDS 200 and EDS 400) entered into at the end of March 2005 governed the charging for software licensing and system service for these systems from that point forward. Therefore, Fujitsu was not entitled to claim charges based on 100% of MIPS under EDS 100 for the disputed periods. The court rejected Fujitsu's claims for implied terms or quantum meruit recovery.

Citation
[2008] EWHC 2122 (Admin)
Parties
Claimant: Fujitsu Services Limited (formerly International Computers Limited); Defendant: Electronic Data Systems Limited
Jurisdiction
England and Wales
Judgment Date
31 July 2008
Procedural Posture
Commercial Contract Dispute / High Court Judgment After Trial
Outcome
Claim dismissed
Legal Topics
Interpretation of Contract Terms, Software Licensing, System Service Charges, Business Continuity Agreements, Implied Terms, Quantum Meruit
Contract Law Commercial Law IT Law Interpretation of Contract Terms Software Licensing System Service Charges Business Continuity Agreements Implied Terms +1 more

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Parties

Fujitsu Services Limited (formerly International Computers Limited)

Claimant

Electronic Data Systems Limited

Defendant

Procedural Posture

Commercial Contract Dispute / High Court Judgment After Trial

Legal Issues

  1. 1 Did the contract for supply of BCE 011 and BCE 012 incorporate the software licensing and system service provisions of EDS 100?
  2. 2 Were software licensing and system service charges for BCE 011 and BCE 012 in 2005/6 and 2006/7 governed by EDS 100 or by EDS 200 and 400?
  3. 3 Were software licensing and system service charges for DCI 165 in 2006/7 governed by EDS 100 or by EDS 200 and 400?

Ratio Decidendi

The court held that while the supply of BCE 011 and BCE 012 was subject to the terms of EDS 100, the subsequent agreements (EDS 200 and EDS 400) entered into at the end of March 2005 governed the charging for software licensing and system service for these systems from that point forward. Therefore, Fujitsu was not entitled to claim charges based on 100% of MIPS under EDS 100 for the disputed periods. The court rejected Fujitsu's claims for implied terms or quantum meruit recovery.

Court Disposition

Claim dismissed

Orders

  • Fujitsu's claim for additional software licensing and system service charges for BCE 011, BCE 012, and DCI 165 is dismissed.
  • No entitlement to recovery on an implied term or quantum meruit basis.