Topalsson GmbH v Rolls-Royce Motor Cars Ltd [2023] EWHC 1765 (TCC) (12 July 2023) (bailii.org)
In the case of Topalsson v Rolls Royce Motor Cars, the termination of the agreement between Topalsson and Rolls Royce Motor Cars was effectively executed through a second termination notice. The case highlights the precarious nature of entering into a general project development agreement, without identifying, in certain terms, agreed deliverables and delivery deadlines.
The lessons of the case also apply to IT and software procurement more generally—when buying a bespoke software system, what can the customer put in the contract to ensure critical deliverables are delivered on time and to standard? When there are lots of quasi-contractual documents (implementation plans, timelines, etc), how best to ensure their contents are binding? How to handle uncertainties as to scope and timing, particularly if changes and delays occur? The judgment helpfully illustrates how these issues can go wrong and contains some important lessons for drafting IT contracts. Written by Chris Kemp, partner at Kemp IT Law LLP.
In2 the bargain 