The outsourcing of implementation of large enterprise software projects shows no signs of stopping. Different, and more expansive outsourcing efforts are prevalent as well. For example, a multinational enterprise software provider with offices around the world, including in emerging markets known for companies providing efficiencies while retaining scalability and costs, recently inked a deal building on its existing relationship with its customer where it would provide both infrastructure and mainframe services pursuant to a deal worth more than $300 million.
Unsurprisingly, not all outsourcing relationships turn out so well. Often at issue is whether the qualifications and experience of the outsourced consultants alleged by the provider comport with the realities on the ground once the project commences. In one recent such example, a service provider hired to implement a company-wide software reboot saw its project go awry when the customer alleged that the provider misrepresented, among other things, the capabilities of its outsourced software technicians. See W.G. Bradley. v. intelligence, No. 4:17-cv-208 (CDL), 2018 WL 2944428 (M.D. Ga. June 12, 2018). In W.G. Bradley, although the relevant agreement included an “entire agreement” clause, plaintiff’s fraud claims nonetheless survived defendant’s motion for judgment on the pleadings, even though plaintiff arguably affirmed the contract with respect to acts alleged to be fraudulent, because of a secondary set of alleged fraudulent acts by the defendant that specifically pertained to the purported qualifications of defendant’s consultants. That said, defendant’s motion was not dismissed entirely, as the court granted its dismissal of the breach of the warranty claims based on an exclusive warranty disclaimer in the agreement. This column is devoted to a detailed evaluation of the factual circumstances and legal analysis and conclusions.
Facts and Procedural Background
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