DRAX ENERGY SOLUTIONS LTD (FORMERLY HAVEN POWER LTD) V WIPRO LTD

[2023] EWHC 1342 (TCC), Technology and Construction Court, Mr Justice Waksman, 9 June 2023

Contracts – Interpretation of clause – Limitation of liability – Single cap or multiple caps on liability – Meaning of "claim"

The claimant Drax and the defendant Wipro had on 20 January 2017 entered into a master services agreement (MSA) for the provision of customer relationship management software by Wipro to Drax. Wipro was to successively on specified dates provide services referred to as "statements of work" (SOW) over five years with agreed go-live dates and agreed charges. The project was not a success and Drax terminated the MSA on 7 August 2019 for alleged repudiatory breaches by Wipro. Drax now claimed £31 million for misrepresentation, defects in quality, delay and termination. Wipro counterclaimed £10 million for wrongful termination, prolongation costs, unpaid invoices and termination. This judgment concerned two preliminary issues concerning the interpretation of a limitation of liability clause, clause 33.2 of the MSA. The question was whether this clause provided for a single cap on Wipro's liability or a cap for each claim, and if the latter to which claims the cap applied. The meaning of claim was disputed: Drax's proffered meanings included "misrepresentation, defects in quality, delay and termination", or the same with or multiple claims for quality and delay.