Global Display Solutions Ltd & Ors v NCR Financial Solutions Group Ltd & Anor

Global Display Solutions Ltd & Ors v NCR Financial Solutions Group Ltd & Anor

NCR knowingly gave false forecasts to GDS from July 2011 to January 2013, breaching contract and committing the tort of deceit and unlawful means conspiracy. The Letter Agreement, on its true construction, does not preclude all claims based on false forecasts; rectification for mutual or unilateral mistake is not available as NCR failed to prove a common or unilateral intention to settle such claims. The intimidation claim fails as there was no relevant threat by NCR. GDS is entitled to exemplary damages due to NCR's calculated and outrageous conduct.

Parties
Claimant: Global Display Solutions Limited; Claimant: GDS Technology Limited; Claimant: Global Display Solutions SPA; Claimant: Global Display Solutions (Suzhou) Co Limited; Defendant: NCR Financial Solutions Group Limited; Defendant: NCR Global Solutions Limited; Defendant: NCR Corporation
Jurisdiction
England and Wales
Judgment Date
29 April 2021
Procedural Posture
Commercial Court Trial (queen's Bench Division, England and Wales) / Judgment After Split Trial on Liability and Construction/rectification of Settlement Agreement
Outcome
GDS's claims for breach of contract, deceit, and unlawful means conspiracy are established in principle; Letter Agreement does not bar all claims; NCR's rectification claim dismissed; intimidation claim dismissed; exemplary damages awarded.
Legal Topics
Deceit, Breach of Contract, Unlawful Means Conspiracy, Intimidation, Rectification, Settlement Agreements, Exemplary Damages
Contract Law Tort Law Commercial Law Deceit Breach of Contract Unlawful Means Conspiracy Intimidation Rectification +2 more

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Parties

Global Display Solutions Limited

Claimant

GDS Technology Limited

Claimant

Global Display Solutions SPA

Claimant

Global Display Solutions (Suzhou) Co Limited

Claimant

NCR Financial Solutions Group Limited

Defendant

NCR Global Solutions Limited

Defendant

NCR Corporation

Defendant

Procedural Posture

Commercial Court Trial (queen's Bench Division, England and Wales) / Judgment After Split Trial on Liability and Construction/rectification of Settlement Agreement

Legal Issues

  1. 1 Whether NCR gave false forecasts to GDS in breach of contract and/or tort of deceit
  2. 2 Whether GDS's claims are precluded by the terms of the Letter Agreement (settlement)
  3. 3 Whether the Letter Agreement should be rectified for mutual or unilateral mistake

Ratio Decidendi

NCR knowingly gave false forecasts to GDS from July 2011 to January 2013, breaching contract and committing the tort of deceit and unlawful means conspiracy. The Letter Agreement, on its true construction, does not preclude all claims based on false forecasts; rectification for mutual or unilateral mistake is not available as NCR failed to prove a common or unilateral intention to settle such claims. The intimidation claim fails as there was no relevant threat by NCR. GDS is entitled to exemplary damages due to NCR's calculated and outrageous conduct.

Court Disposition

GDS's claims for breach of contract, deceit, and unlawful means conspiracy are established in principle; Letter Agreement does not bar all claims; NCR's rectification claim dismissed; intimidation claim dismissed; exemplary damages awarded.

Orders

  • Declaration that NCR is liable for breach of contract, deceit, and unlawful means conspiracy (subject to reserved issues of reliance, causation, and loss)
  • Declaration that the Letter Agreement does not preclude all claims based on false forecasts