Kyndryl UK Limited v Jaguar Land Rover Limited

Kyndryl UK Limited v Jaguar Land Rover Limited

Kyndryl's claims (except for breach of an alleged express or implied term of the DCHA entitling IBM to a variation) have a real prospect of success and should proceed to trial. The assignment of claims was not avoided by the DCHA's consent clause. The Variation Agreement and estoppel cases are sufficiently arguable. The unjust enrichment claim may proceed, subject to further particulars. The claim for breach of an express or implied term of the DCHA as pleaded has no real prospect of success and is summarily dismissed.

Parties
Claimant: Kyndryl UK Limited; Defendant: Jaguar Land Rover Limited
Jurisdiction
England and Wales
Judgment Date
23 October 2024
Procedural Posture
Commercial/contractual Dispute / Summary Judgment/strike Out Application and Application to Amend Pleadings
Outcome
Summary judgment granted in part for Defendant; otherwise, applications dismissed; permission to amend granted.
Legal Topics
Assignment of Contract, Variation of Contract, No Oral Modification Clauses, Implied Terms, Estoppel, Limitation of Actions, Pleading Amendments
Contract Law Restitution/unjust Enrichment Civil Procedure Assignment of Contract Variation of Contract No Oral Modification Clauses Implied Terms Estoppel +2 more

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Parties

Kyndryl UK Limited

Claimant

Jaguar Land Rover Limited

Defendant

Procedural Posture

Commercial/contractual Dispute / Summary Judgment/strike Out Application and Application to Amend Pleadings

Legal Issues

  1. 1 Whether there was a valid assignment of claims from IBM to Kyndryl under the SPA
  2. 2 Whether the Variation Agreement was enforceable or void for uncertainty/agreement to agree
  3. 3 Whether the DCHA contained an express or implied term entitling IBM to a variation for additional services

Ratio Decidendi

Kyndryl's claims (except for breach of an alleged express or implied term of the DCHA entitling IBM to a variation) have a real prospect of success and should proceed to trial. The assignment of claims was not avoided by the DCHA's consent clause. The Variation Agreement and estoppel cases are sufficiently arguable. The unjust enrichment claim may proceed, subject to further particulars. The claim for breach of an express or implied term of the DCHA as pleaded has no real prospect of success and is summarily dismissed.

Court Disposition

Summary judgment granted in part for Defendant; otherwise, applications dismissed; permission to amend granted.

Orders

  • Summary judgment for JLR on Kyndryl's claim for breach of alleged express or implied term of the DCHA entitling IBM to a variation for additional services.
  • All other aspects of JLR's application for summary judgment/strike out dismissed.