Capgemini UK PLC v Dassault Systemes UK LTD

Summary judgment is unsuitable for deciding an isolated contractual issue where the issue is closely connected with matters requiring trial, particularly where success would not dispose of the claim or counterclaim. An entire agreement clause must be construed in its contractual and factual context. A clause referring to agreements relating to the subject matter of the new agreement does not necessarily extinguish an earlier contract in its entirety. It may supersede only provisions inconsistent with the new agreement. Contractual dependencies may be relied upon when assessing delay, even where responsibility for fulfilling them rests with a third party. A party relying on contractual construction should identify the specific language relied upon in its pleading.

Capgemini sought summary judgment under CPR 24 and/or strike out under CPR 3.4 on two issues arising from a dispute concerning a logistics-planning technology project. The parties had first entered into a Prime Contractor Agreement and later executed a Settlement Agreement addressing historic disputes and outstanding work.

Capgemini argued that the Settlement Agreement’s entire agreement clause had extinguished the earlier agreement, preventing Dassault from relying on it. It also argued that Dassault could not rely on delay caused by errors in data supplied by Royal Mail Group, either in defence to the claim or in support of its counterclaim. The central questions were whether those arguments were unarguable and whether Dassault’s pleaded case required amendment.

1. Application dismissed. The claimant’s application for summary judgment and strike out was wholly misconceived, subject only to consequential directions requiring the defence and counterclaim to be re-amended.
2. Under CPR 24, the court may decide a short point of law or construction where the evidence is sufficient and there is no compelling reason for trial. However, Part 24 is not an informal mechanism for preliminary issues. Great care is required where the proposed decision concerns only one strand of a claim or defence and overlaps with factual or contractual issues reserved for trial. The overlap may itself constitute a compelling reason to proceed to trial.
3. Clause 10.1 of the Settlement Agreement did not make it clear beyond argument that the Prime Contractor Agreement had been extinguished in its entirety. The phrase relating to the agreement’s subject matter was capable of referring to the settlement and the agreed arrangements for future work, rather than the entire project. The clause could supersede provisions of the earlier agreement that were inconsistent with the Settlement Agreement while leaving other provisions operative.
4. The structure of the payment provisions provided a respectable argument that the Prime Contractor Agreement remained the contractual baseline for determining substantive payment rights concerning the outstanding work. The court also considered it counterintuitive that the parties would silently remove detailed provisions concerning intellectual property, confidentiality, liability, bribery and other matters by means of a general entire agreement clause.
5. Dassault had a real prospect of establishing that errors in data supplied by Royal Mail Group were relevant to both the alleged repudiatory breach and the counterclaim. Dependencies remained potentially relevant even though Royal Mail Group, rather than Capgemini, was identified as responsible for fulfilling them. Whether the benchmark had been accepted, and the factual effect of the alleged errors, were matters more suitable for trial.
6. The prevention principle was not necessary to make Dassault’s case arguable. The arguments principally concerned contractual risk allocation and the factual matrix, including the parties’ knowledge that the data was essential to performance and that Capgemini, rather than Dassault, had the contractual relationship with Royal Mail Group.
7. The pleading should identify the specific contractual wording relied upon and the relevant dependencies or assumptions, together with the alleged non-fulfilment. The court declined to strike out the pleading or enter judgment, but directed Dassault to re-amend it.