Finastra International Ltd v CRDB Bank PLC [2025] EWHC 509 (Comm) (07 March 2025)

Executive Summary

Finastra International Ltd claims CRDB Bank PLC breached a 2017 software licence agreement by allowing indirect access to its core banking software, FusionBanking Essence (FBE), via local agents ("Wakalas") using a single access point (TMS).
The Claimant estimates losses around US$23 million due to alleged unauthorized multiplexing of user access beyond the 2,000 Concurrent User licence limit.
A proposed late amendment to add claims related to a new system, New Agency Banking System (NABS), was refused due to procedural unfairness and risk of trial delay.
The Wakalas transitioned from TMS to NABS in June 2024; the Claimant estimates an additional US$4.9 million impact from NABS use.
The court prioritized trial schedule and fairness over allowing the amendment, rejecting the Claimant’s request.

Potential contractual disputes arising from software licence terms involving multiplexing and concurrent user definitions.
Risks of under-licensing or unauthorized access in financial software deployments via third-party agents.
Introduction of new IT systems (NABS) without clear contractual coverage may trigger further litigation or financial exposure.
Complex IT architectures involving multiple interfacing systems (TMS, NABS, ESB) complicate compliance and monitoring.

The case involves UK-based claimant Finastra and Tanzanian defendant CRDB Bank, highlighting cross-jurisdictional commercial litigation.
UK courts (England and Wales High Court) are the forum, reflecting London's role as a hub for international financial and technology disputes.
US$ denominated claims and involvement of multinational IT suppliers (e.g., Panamax Inc) underscore transatlantic commercial ties.
The dispute illustrates challenges in regulating digital banking infrastructure across emerging markets with UK and US technology providers.

The Claimant’s alleged loss exceeds US$23 million, with an additional US$4.9 million linked to new software usage, indicating significant financial stakes in software licensing compliance.
Wakalas number over 34,000, representing a substantial agent network facilitating banking services in underserved Tanzanian regions.
The case underscores the economic importance of software licensing models in banking IT, particularly in emerging markets relying on agent banking.
Delays or disruptions in trial could impact contractual certainty and financial forecasting for both parties.

For claimants: Ensure timely and comprehensive disclosure of all relevant IT systems and usage data early in litigation to avoid procedural setbacks.
For defendants: Maintain detailed technical documentation and clear communication on system changes (e.g., NABS introduction) to mitigate liability.
Financial institutions should review licence agreements for multiplexing clauses and concurrent user definitions to prevent inadvertent breaches.
Legal teams should anticipate complex technical evidence and engage expert witnesses early to clarify software access and usage metrics.
Cross-border litigants should leverage UK courts’ expertise in commercial IT disputes but prepare for rigorous procedural enforcement.
Monitor emerging agent banking technologies and their contractual implications to proactively manage litigation risk.

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**Source Notes:**

Case Title: *Finastra International Ltd v CRDB Bank PLC [2025] EWHC 509 (Comm)*

Link: https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/509.txt