AGILISYS LIMITED AGAINST CGI IT UK LIMITED AND CGI IT UK LIMITED AGAINST AGILISYS LIMITED [2018] ScotCS CSOH_112 (04 December 2018)

AGILISYS LIMITED AGAINST CGI IT UK LIMITED AND CGI IT UK LIMITED AGAINST AGILISYS LIMITED [2018] ScotCS CSOH_112 (04 December 2018)

The court found that Agilisys had established certain CGI breaches under the Subcontract in relation to some Relief Notices, but not all. However, the court preferred the evidence of Agilisys' witnesses over CGI's, finding CGI's witnesses unreliable and their explanations for lack of contemporaneous complaints unconvincing. The court held that only changes to the Implementation Plan made through the contractual change control procedure were valid. Granting relief in response to Relief Notices precluded claims for delay payments but did not prevent CGI from raising underlying issues in the context of repudiation. Ultimately, the court determined that Agilisys was entitled to certain relief...

Citation
[2018] ScotCS CSOH_112
Parties
Pursuer/defender: Agilisys Limited; Pursuer/defender: CGI IT UK Limited
Jurisdiction
Scotland
Judgment Date
04 December 2018
Procedural Posture
Commercial Contract Dispute (proof Before Answer) / Judgment After Proof Before Answer in the Outer House, Court of Session
Outcome
Partial success for Agilisys; certain claims for relief and payment upheld, but rescission refused. CGI's counterclaims and termination for irremediable material default rejected.
Legal Topics
Breach of Contract, Contract Interpretation, Change Control Procedures, Relief Notices, Termination and Rescission, Burden of Proof, Credibility of Witnesses
Contract Law Commercial Law IT Law Breach of Contract Contract Interpretation Change Control Procedures Relief Notices Termination and Rescission +2 more

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Parties

Agilisys Limited

Pursuer/defender

CGI IT UK Limited

Pursuer/defender

Procedural Posture

Commercial Contract Dispute (proof Before Answer) / Judgment After Proof Before Answer in the Outer House, Court of Session

Legal Issues

  1. 1 Whether CGI breached its obligations under the Subcontract in relation to various Relief Notices issued by Agilisys
  2. 2 Whether any CGI breaches were caused or affected by breaches by Agilisys
  3. 3 Whether breaches by CGI caused or were likely to cause Agilisys to fail to achieve contractual milestones

Ratio Decidendi

The court found that Agilisys had established certain CGI breaches under the Subcontract in relation to some Relief Notices, but not all. However, the court preferred the evidence of Agilisys' witnesses over CGI's, finding CGI's witnesses unreliable and their explanations for lack of contemporaneous complaints unconvincing. The court held that only changes to the Implementation Plan made through the contractual change control procedure were valid. Granting relief in response to Relief Notices precluded claims for delay payments but did not prevent CGI from raising underlying issues in the context of repudiation. Ultimately, the court determined that Agilisys was entitled to certain relief...

Court Disposition

Partial success for Agilisys; certain claims for relief and payment upheld, but rescission refused. CGI's counterclaims and termination for irremediable material default rejected.

Orders

  • Agilisys entitled to certain milestone payments and relief as specified in the judgment.
  • Rescission of the Subcontract by Agilisys refused.