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ARTICLE · 18 DECEMBER 2024

Topalsson GmbH v Rolls-Royce Motor Cars Ltd

Fenwick Elliott LLP
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Rolls-Royce engaged Topalsson through a Services Agreement to design, build, implement and maintain digital visualisation software. There were delays to the project, then disputes, and, in April 2020, Rolls-Royce.

United KingdomLitigation, Mediation & Arbitration
Jeremy Glover
Jeremy Glover
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[2024] EWCA Civ 1330

Rolls-Royce engaged Topalsson through a Services Agreement to design, build, implement and maintain digital visualisation software. There were delays to the project, then disputes, and, in April 2020, Rolls-Royce purported to terminate the Agreement. At first instance, the judge held that the sums due to Rolls-Royce by way of "termination damages" amounted to a total of €7.9 million. This figure was reduced by the amount due to Topalsson (some €800k) and then the judge applied the contractual cap of €5 million, awarding Rolls-Royce damages in the sum of €5 million plus interest.

On appeal, Topalsson argued that the cap applied separately to both, their liability to Rolls-Royce and Rolls-Royce's liability to Topalsson, which would have the effect of fixing Topalsson's liability at €5 million less the sum owing to Topalsson. This would leave a sum due of just over €4.2 million. Topalsson also said that the claim for interest fell within the

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This article is taken from Fenwick Elliott's 2021/2022 Annual Review. To read further articles go to Fenwick Elliott Annual Review 2021/2022

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