Sap Wipro National Grid Complaint PDF

Case 1:17-cv-06997-CBA-RER Document 1 Filed 11/30/17 Page 1 of 35 PageID #: 1
UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK
NATIONAL GRID USA SERVICE

COMPANY, INC.,
Civil Action No. 1:17-cv-6997
Plaintiff,
v. COMPLAINT
WIPRO LIMITED, JURY TRIAL DEMANDED
Defendant.
Plaintiff National Grid USA Service Company, Inc. (“National Grid”), for its complaint
against Defendant Wipro Limited (“Wipro”), alleges as follows:
PRELIMINARY STATEMENT
1. This action arises from the fraud, breaches of contract and other misconduct of
defendant Wipro, a multinational global software consulting firm, in connection with its failure
to properly design, configure, test and implement a company-wide enterprise resource planning
(“ERP”) software system for National Grid, a leading U.S. electric and gas utility.1 Despite
touting its extensive experience and being paid more than $140 million for its work, Wipro
botched the implementation, delivering a system that was of virtually no value to National Grid.
2. In 2008, National Grid commenced a strategic initiative, known as the U.S.
Foundation Program (“USFP” or “Project”), to upgrade the back-office computer systems that
run its financial, human resources (“HR”), and supply chain and procurement operations. The
1
“National Grid” is a trade name for a multinational organization consisting of U.K. and U.S. affiliated companies
that provides gas and electric services in the U.K. and U.S. (Massachusetts, New York and Rhode Island). The SAP
implementation at issue was not limited to National Grid USA Service Company, Inc., but all of its U.S.-based
affiliates.
new computer platform was to run on SAP, a leading ERP software solution that is intended to
integrate and automate a company’s core business functions.
3. National Grid engaged several vendors to work on USFP. Deloitte Consulting
LLP (“Deloitte”) served as the original Lead Implementation Partner, Project Manager and
Systems Integrator from late 2009 to June 2010. In June 2010, Deloitte was replaced by Ernst &
Young LLP (“EY”),2 which was the Lead Implementation Partner and Project Manager through
and after the go-live of the new SAP system, and by Wipro, which was the Systems Integrator
through and after go-live. SAP America, Inc. served in an advisory role regarding certain
aspects of the Project.
4. Soon after the Project began in late 2009, National Grid considered engaging an
off-shore partner to provide technical support to Deloitte during USFP’s blueprint and design
phase. To that end, National Grid, which had virtually no personnel with SAP experience, issued
a Request for Proposal (“RFP”) to consulting firm candidates to determine which firm would be
able to provide the most appropriately skilled and experienced consultants for the Project.
5. In its February 17, 2010 response to National Grid’s RFP (the “RFP Response”),
Wipro misrepresented its skills and experience in order to induce National Grid into hiring
Wipro for the Project. Among other things, Wipro misrepresented its (i) ability to furnish
National Grid with appropriately experienced and skilled consultants; (ii) experience with U.S.
utility companies; and (iii) ability to leverage the knowledge and best practices it had acquired
from working on back-office and front-office SAP implementations (respectively, the “MySAP”
and “GDFO” projects) for National Grid’s U.K. affiliates (“National Grid U.K.”).
2
Pursuant to applicable contracts, National Grid cannot assert claims against EY in court.
2
6. Wipro’s representations were knowingly or recklessly false when made. As
Wipro knew or should have known, it had neither the ability nor intent to assign appropriately
experienced and skilled consultants to the Project because, contrary to its assertion in its RFP
Response that it had “long-running partnerships with . . . 20 of the top 50 investor-owned utilities
in North America,” it in fact had virtually no experience implementing an SAP platform for a
U.S.-regulated utility. Wipro also knew or should have known that its ability to meaningfully
leverage its work from MySAP and GDFO – two U.K.-based projects – on the U.S.-based USFP
was highly circumscribed because of the critical differences between the core business processes
of National Grid and National Grid U.K. Indeed, the different regulatory schemes and union
rules in the U.S. and the U.K. rendered Wipro’s work for National Grid U.K. of limited value on
the U.S.-based USFP.
7. In reliance on Wipro’s representations in the RFP, National Grid hired Wipro for
USFP, initially as its Offshore Development Center (“ODC”) partner. By spring 2010, in
continuing reliance on Wipro’s representations, National Grid gave Wipro a substantially larger
role on USFP, making Wipro the Systems Integrator.
8. Reflecting how crucial it was that Wipro staff the Project with appropriately
skilled and experienced consultants, the parties’ agreement contained a series of unusually
detailed and stringent express warranties. For example, Wipro agreed to: (i) exercise “the
degree of skill, care, professional judgment, prudence and foresight which would be expected
from the top 25% of companies who are expert[s] and experienced in conducting the same type
of undertaking that provides the same or similar services as those Services;” and (ii) provide
consultants that were “suitably qualified, skilled, honest, experienced and trained in the work
which they are to perform.” As set forth in detail below, Wipro breached those warranties and
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other contract obligations. In fact, its work was marred by significant performance failures
through every Project phase.
9. Staffing. Wipro’s consultants lacked the requisite skills, experience and expertise
concerning SAP software, industry standards of care and the U.S. utility industry, including with
respect to the applicable regulatory requirements and union rules.
10. Design. Wipro’s system design was fundamentally flawed. Among other things,
Wipro failed to apply industry standards of care and gather and understand sufficient information
about National Grid’s U.S. business requirements to prepare appropriate functional and technical
specifications to support National Grid’s requirements.
11. Build and Configuration. Wipro helped design and build an overly complex SAP
solution that was not configured pursuant to industry standards of care. Rather than taking
advantage of certain design and configuration options available within the out-of-the-box SAP
software to minimize system complexity and reduce risk, Wipro’s inexperienced consultants
engaged in excessive customization of the base SAP system. Wipro’s configuration and
programming errors led to crippling post-go-live problems.
12. Testing. Wipro’s testing of the system was deficient, as Wipro failed to identify
system defects that caused many of the post-go-live problems. Wipro failed to follow standard
testing protocol, including the design and development of testing scripts that would detect bugs
in the system, identify and track defects, functionality gaps and other design flaws. Rather than
conducting robust testing of those business scenarios most likely to cause post-go-live problems,
Wipro engaged in truncated testing that produced artificially positive results.
13. Data Conversion. Wipro failed to correctly convert National Grid’s data into the
SAP system. Wipro did not convert and load National Grid’s legacy data into the new SAP
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system correctly and, in some instances, entire data files were corrupt and/or contained incorrect
information. Although Wipro should have detected the faulty data during testing, it failed to do
so.
14. Immediately after go-live, defects in the payroll system rendered National Grid
unable to pay its employees accurately or timely. The new SAP system miscalculated time, pay
rates and reimbursements, so that employees were paid too little, too much or nothing at all.
Payroll defects also snarled tax and 401(k) withholdings, union dues, benefits, pensions, and
court-ordered garnishments. When National Grid turned to Wipro for desperately needed post-
go-live assistance, Wipro was unable to remediate key system defects, ultimately admitting it
could not solve the payroll problems its inept consultants had caused. Wipro eventually had to
turn the system over to another vendor that was able to fix the problems.
15. National Grid also faced critical system issues with respect to accounts payable
and procure-to-pay functionality, particularly its ability to make payments to vendors and its
ability to reconcile cashed checks. Meanwhile, with respect to supply chain functions, system
defects devastated National Grid’s procurement, inventory and vendor payment processes. Two
months after go-live, National Grid’s backlog of unpaid supplier invoices exceeded 15,000, and
its inventory record-keeping was in shambles.
16. In the face of these payroll and supply chain problems, National Grid’s auditor
could not sign off on National Grid’s financial statements. Whereas National Grid typically
performed its monthly financial close in four days with its legacy systems, on the new SAP
system it took National Grid approximately 43 days to close its financial statements, heightening
regulatory and financial risks. Indeed, as a result of SAP system defects, National Grid was
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unable to produce crucial accounting reports, forced to seek multiple extensions, and denied the
ability to enter into routine, short-term borrowing arrangements by federal regulators.
17. In order to stabilize the system, meet its regulatory reporting requirements and
resolve its pervasive payroll, supply chain and financial reporting problems, National Grid had to
engage hundreds of additional resources from multiple vendors at a cost of hundreds of millions
of dollars. Even with these additional resources, it took more than two years for the SAP system
to be fully stabilized. In many instances, functional and technical specifications had to be
completely re-written and entire SAP modules had to be re-built or abandoned. In the meantime,
National Grid was unable to submit required reports on time, was forced to seek extensions of its
payroll and tax reporting obligations, was the subject of investigations by multiple state
Attorneys General, was subject to scathing negative press reports, and was forced to pay a
$12 million settlement to its employees.
18. Compounding the post-go-live problems was Wipro’s failure to adhere to
standard industry practices that require documentation of Project test results and defects.
19. Through this action,3 National Grid seeks to recover from Wipro the
approximately $140 million in fees it paid to Wipro (consisting of approximately $71 million
paid to Wipro during the Project and another approximately $69 million paid to Wipro after go-
live), and hundreds of millions of dollars in fees it paid to other vendors for post-go-live
stabilization and remediation work.
3
On October 28, 2015, National Grid and Wipro executed a Tolling Agreement to toll and suspend all applicable
statutes of limitation concerning National Grid’s potential claims against Wipro arising out of Wipro’s work on
USFP. To extend the tolling period, the parties executed a series of Tolling Agreement amendments, the last of
which was executed on October 12, 2017. The Tolling Agreement expired on November 30, 2017.
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PARTIES
20. Plaintiff National Grid is a Massachusetts corporation with its principal place of
business located at 40 Sylvan Road, Waltham, Massachusetts 02451. It is a U.S. subsidiary of
National Grid plc, a multinational electricity and gas utility company headquartered in the United
Kingdom.
21. Defendant Wipro is an Indian corporation with its principal place of business in
Bangalore, India. It is a global information technology, consulting and outsourcing company.
JURISDICTION AND VENUE
22. This Court has jurisdiction over the subject matter of this action pursuant to
28 U.S.C. § 1332 because there is complete diversity of citizenship between the parties and
because the amount in controversy exceeds $75,000, exclusive of interest and costs.
23. Venue in this Court is proper pursuant to 28 U.S.C. § 1391 and Section 12, Clause
66.3 of the parties’ Master Services Agreement (“MSA”), which states, in pertinent part, that
“each party hereby irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of, and venue in, any New York State Court or federal court of the
United States of America sitting in the Southern or Eastern District of New York and any
appellate court from any court thereof, with regard to any claim or matter arising in relation to
this Agreement.”
FACTUAL BACKGROUND
A. National Grid’s Global Operations
24. National Grid plc is an international electricity and gas company based in the
U.K. with operations there and in the northeastern U.S. The company plays a vital role in
connecting millions of people safely, reliably and efficiently to the energy they use through
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National Grid’s distribution and transmission utility networks. National Grid U.K. and U.S.
employ approximately 10,000 and 17,000 people, respectively.
25. National Grid U.K. owns a high-voltage electricity transmission system in
England and Wales, and operates the system across Great Britain. It also owns and operates a
high pressure gas transmission system in Great Britain. National Grid U.K.’s distribution
networks deliver gas to approximately 11 million consumers, or approximately one quarter of
Great Britain.
26. In the U.S., National Grid owns and operates electricity distribution networks in
upstate New York, Massachusetts and Rhode Island. Through these networks, National Grid
serves approximately 3.4 million electricity consumers in New England and upstate New York.
National Grid’s U.S. gas distribution networks provide services to roughly 3.6 million consumers
across the northeastern U.S., located in upstate New York, New York City, Long Island,
Massachusetts and Rhode Island. National Grid also owns over 4,000 megawatts of contracted
electricity generation, providing power to over one million Long Island Power Authority
customers. National Grid’s U.S. operations primarily consist of separate regulated operating
companies such as The Brooklyn Union Gas Company, KeySpan Gas East Corporation, National
Grid Generation LLC, Niagara Mohawk Power Corporation, Nantucket Electric Company,
Massachusetts Electric Company, New England Power Company, Narragansett Electric
Company, Colonial Gas Company, Narragansett Gas Company and Boston/Essex Gas Company.
B. The Different Regulatory Schemes in the U.S. and U.K.

And Their Impact on National Grid’s Business Processes
27. From a financial accounting and management perspective, the core business
processes of National Grid’s U.K. and U.S. operations are markedly different. For example, the
U.K. electricity market is more liberalized, dating back to a privatization trend that began in the
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1970s, and the regulatory regime in the U.K. – including licensing requirements and oversight by
the Department of Energy and Climate Change and the Department of Enterprise, Trade, and
Investment – imposes substantially fewer regulations on National Grid’s U.K. operations than
American regulators impose on National Grid in the U.S. Moreover, because National Grid’s
U.S. employees are organized by a complex union framework that does not exist in the U.K.,
National Grid’s U.S. business processes must address complicated collective bargaining
procedures and payroll and tax calculations that are not required in the U.K.
28. A majority of National Grid’s U.S. employees are members of multiple unions
and bargaining units, and work under dozens of different negotiated collective bargaining
agreements. Each separate union agreement sets forth different standards for union dues and
employee pay depending on, among other things, region, schedules, overtime and extreme
weather circumstances. These union-related variables are not an issue in the U.K., where the
applicable standards are fixed by law.
29. The U.S. utility industry also is subject to heightened regulation, including with
respect to reporting and rate requirements on both a local and federal basis, as compared to the
U.K. utility industry. Specifically, National Grid’s U.S. operations, involving both its gas and
electricity businesses, are subject to extensive state and federal regulations governing, among
other things, detailed mandatory reporting and pricing requirements. The U.S. electricity sector
is generally subject to federal regulation of interstate transmission and wholesale power sales,
state regulation of retail rates and distribution services, and local regulation of facility siting and
environmental impacts. Federal regulation is handled primarily by the Federal Energy
Regulatory Commission (“FERC”), although the Department of Energy and the Environmental
Protection Agency also play a role. Further, to maintain the reliability of the electric grid in the
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U.S., entities operating transmission facilities such as National Grid have ongoing compliance
and reporting requirements developed by the North American Electric Reliability Corporation.
Still more reporting requirements are imposed by local agencies in each state.
C. National Grid’s Decision to Implement SAP Software
30. National Grid’s growth in the U.S. resulted from a series of mergers and
acquisitions involving various northeastern U.S. regional utility companies. The most recent and
significant of these transactions occurred in 2008 when National Grid acquired KeySpan and
became the third-largest electric and gas utility in the U.S.
31. Following the KeySpan acquisition, National Grid operated with several business
processes across numerous technology platforms. This complex and cumbersome structure
posed significant technical risk, as several business-critical systems ran on aging infrastructure
platforms, often with limited or decreasing vendor support.
32. National Grid’s multiple business processes resulted in significant constraints and
limitations on its back-office financial management and accounting operations, including:
(i) technical and other risks affecting payroll, accounting closes, local and jurisdictional financial
and regulatory reporting, financial planning and budgeting and group financial analyses and
controls; (ii) misaligned HR hierarchies that required excessive and time-consuming work-
arounds; (iii) technical and other risks to inventory management, accounts payable, procurement
and information systems (“IS”) reporting across several back-office systems; and (iv) outmoded
data analysis methods across all business units that depended on spreadsheets for data
consolidation and reporting, leading to inefficiencies and manual errors.
33. To address and overcome these risks, constraints and limitations, National Grid
decided to integrate its systems onto a single SAP platform through the USFP. At the time,
National Grid U.K. had already completed MySAP to implement SAP for its back-office
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operations and was working on GDFO to implement an SAP solution to handle its U.K. gas
distribution front-office operations, i.e., its provision of gas services to customers. National Grid
U.K. engaged Wipro as its lead ODC partner on both MySAP and GDFO.
34. The primary back-office functions that were the subject of the USFP included HR
(e.g., payroll, time entry and attendance), supply chain and procurement (e.g., fleet and
management of and payment for internal and external goods and services) and finance
(e.g., planning and financial reporting and closing). These components had been running for
years on multiple systems, such as Oracle and PeopleSoft ERP platforms. In addition, USFP
also encompassed plans to: (i) upgrade several front office work management modules in the
areas of assessment management, scheduling, billing and vendor payments; (ii) upgrade several
legacy front-office solutions, such as PowerPlant (plant accounting system), Maximo (asset
management software), and STORMS (work order management system); and (iii) integrate these
solutions with the new SAP system. In all, USFP was supposed to link together dozens of
different systems, across multiple business processes, into one integrated solution that would
generate substantially enhanced operational efficiencies and data reporting accuracy.
35. In light of its complex functional business requirements related to, among other
things, the regulatory and union environments in which it operates – and because it lacked in-
house SAP implementation expertise and experience – National Grid decided it was imperative
to engage vendors that had the requisite highly specialized skills and experience. More
specifically, National Grid needed to engage partners and advisors with the ability and intention
to staff the Project with consultants who had: (i) sufficient expertise to understand the
regulatory, HR and other requirements applicable to U.S. utility companies; (ii) a mastery of the
SAP solution, and specific SAP modules, at issue on the Project; (iii) the skills, experience and
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expertise to apply industry standards of care to appropriately design, build and test the SAP
solution to meet National Grid’s functional and technical needs; and (iv) the skills, experience
and expertise required to implement an SAP software implementation of the size and complexity
of the USFP.
D. Wipro Misrepresents its Skills and Experience to National Grid
36. At the outset of the Project in late 2009, National Grid engaged Deloitte to lead
the Project strategy and roadmap work and, ultimately, to be the Lead Implementation Partner,
Project Manager and Systems Integrator.
37. In addition to Deloitte, National Grid considered options to engage an off-shore
partner to provide lead technical assistance during the Project’s blueprint and design phase. In
that regard, on January 26, 2010, National Grid put out a bid for an off-shore partner for USFP
through the RFP, asking candidates to detail their skills, experience and expertise with respect to
SAP implementations, both in general and specifically in the context of the U.S. utilities sector.
The RFP described National Grid’s need for a global transformation of its back-office
functionality to consolidate the company’s finance, HR and supply chain business processes onto
a single SAP platform and thereby enhance efficiencies and financial reporting abilities.
Because of the complex regulatory, HR and other requirements uniquely applicable to U.S.
utilities, National Grid also stressed in the RFP that candidates must have U.S. utility industry
experience.
38. On February 17, 2010, Wipro submitted its RFP Response. In it, Wipro
repeatedly emphasized that it had the ability and intention to provide National Grid with the
necessary and appropriate skills and experience – related to SAP implementations in general, and
U.S. utilities-related SAP implementations in particular – to deliver a successful Project. Wipro
also made specific representations concerning its purported ability to leverage its knowledge of
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National Grid U.K.’s operations based on the work it had previously performed on MySAP and
GDFO.
39. Specifically, Wipro represented that its expertise in the U.S. utilities’ sphere, its
track record for SAP implementations, and its ability to leverage work product, knowledge, and
best practices it had acquired from MySAP and GDFO, would enable National Grid to
successfully implement the new SAP system.
40. With regard to its expertise and experience with ERP implementations for U.S.
utilities, Wipro made the following representations, excerpted from its RFP Response:
41. Even though Wipro in fact had limited experience performing implementations
for U.S. utilities, more than half of the utility logos that Wipro prominently displayed in its
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RFP response materials were for U.S. utilities.4 In addition, Wipro represented in its RFP
Response that, among other things:
 It had a “proven track record of delivering SAP programs for [its] global utility
clients” and was “uniquely qualified to partner with National Grid” because
Wipro was National Grid’s ODC partner for MySAP and GDFO;
 It was “committed to staff this engagement with the best and most experienced
resources in all the tracks” and would leverage and maximize the knowledge base
from the U.K. implementations;
 It was uniquely positioned for the Project as a result of its U.K.-based work for
National Grid that would enable Wipro to bring “key learnings and knowledge”
and “best practices” to the Project;
 It had the ability and intention to apply its “comprehensive project delivery
methodology [and] utilize its highly experienced business process improvement
skills/people and deep knowledge of SAP processes/capabilities to ensure that all
[of National Grid’s] business requirements are identified and understood,” and to
apply “industry and SAP best practices.” Wipro also represented that
customizations would “be kept to a minimum in the solution design to ensure
maintainability and standardization;” and
 It had the ability and intention to provide National Grid access to its “Centers of
Excellence” team of purportedly skilled technical experts and consultants.
42. Wipro’s representations were false. First, Wipro knew or should have known that
it did not have the ability and/or intention to staff the Project with sufficient numbers of
consultants who had the appropriate skills and experience related to SAP implementations in
general and SAP implementations in the U.S. utilities sector in particular. Second, Wipro knew
or should have known that its prior work and knowledge gained from MySAP and GDFO had
limited transferability or re-usability in connection with the U.S.-based USFP because there were
4
In particular, the following U.S. utility logos were displayed in the RFP Response section entitled “Wipro’s Track
Record in Utilities Industry”: (i) Aquarion Water Company, based in Connecticut; (ii) Entergy, based in Louisiana;
(iii) PacifiCorp, based in Oregon; (iv) Midwest ISO, based in Indiana; (v) Pinnacle West Capital Corporation, based
in Arizona; (vi) SMECO, based in Maryland; (vii) Vectren, based in Indiana; (viii) California ISO, based in
California; and (ix) AGL Resources, based in Georgia.
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critical differences between the core business processes of the two National Grid organizations
stemming from the different regulatory schemes and union rules in each country.
43. Based in part on National Grid’s trust and confidence in Wipro arising out of their
prior relationship on the MySAP and GDFO projects, National Grid reasonably relied on
Wipro’s pre-contract misrepresentations and engaged Wipro as its ODC partner for the blueprint
and design phase. Thereafter, in the spring of 2010, National Grid decided to restructure the
vendors on the Project, removing Deloitte and assigning EY as the Lead Implementation Partner
and Project Manager, and Wipro as the Systems Integrator. National Grid made the decision to
expand Wipro’s role and make Wipro the Systems Integrator based in large part on the same
representations Wipro had made in the RFP Response when it was originally hired to be ODC
partner.
E. The Contracts Between National Grid and Wipro
44. The MSA was the first in a series of contracts that Wipro induced through false
representations and omissions. Pursuant to the MSA and accompanying Schedules, Wipro and
National Grid thereafter entered into numerous “Work Packs” that set forth the specific work and
deliverables to be performed by Wipro in each phase of the Project, including work relating to
design, build, testing and stabilization of the new SAP system. The parties also entered into
certain amendments to the Work Packs, known as “Variations.”
45. As detailed below, Wipro agreed to, among other things: (i) support National
Grid during the business design phase by participating in collaboration hub workshops and
preparing functional design documents (Work Packs 5388 and 5389); (ii) prepare configuration
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documents detailing the system settings and configuration values (Work Packs 5388, 5389,
5491); and (iii) deliver a fully-tested SAP system (Work Packs 5491 and 6107).5
46. In the MSA, Wipro made extensive warranties concerning its ability and intention
to provide National Grid with the necessary and appropriate resources to perform pursuant to
applicable professional standards. Highlighting National Grid’s acute need for appropriately
skilled consultants, Wipro agreed to express warranties in the MSA that are substantially more
stringent and detailed than those found in most ERP-related service agreements.
47. Among other things, Wipro represented and warranted that it would provide
services “to a standard that is at least as high as the then current Good Industry Practice of
performance, quality and timeliness.” (MSA § 2, Clause 4.1(a).) The MSA defined “Good
Industry Practice” as, “in respect of the Services, the exercise of the degree of skill, care,
professional judgment, prudence and foresight which would be expected from the top 25% of
companies who are expert[s] and experienced in conducting the same type of undertaking that
provides the same or similar services as those Services.” (MSA § 1.)
48. Wipro further represented and warranted that it would (i) ensure that its
consultants on the Project were “suitably qualified, skilled, honest, experienced and trained in the
work which they are to perform” (MSA § 5, Clause 27.3(b)); (ii) provide work “fit for its
purpose, free from design, coding and configuration errors,” and in conformance with SAP
specifications (MSA § 4, Clause 23.1); and (iii) perform all testing with “experienced, careful
and competent” personnel to ensure that the SAP system would comply with all specifications
(MSA § 6, Clause 34.1). Importantly, the MSA places the burden upon Wipro to conduct due
diligence and inquire as to the “accuracy and adequacy of any information supplied to it by or on
5
Cited herein are only some of the most critical Work Packs.
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behalf of National Grid” – no such requirement applies to National Grid with regard to
information supplied by Wipro. (MSA § 2, Clause 7.1(a).) Furthermore, Wipro specifically
acknowledged that it was aware that National Grid was relying upon its “expertise as an
experienced provider” of the services it was contracted to provide and further warranted that “all
information, representations and statements [it] communicated (whether in writing or
otherwise) . . . arising out of [its RFP Response] [were] true, complete and accurate in all
respects.” (MSA § 2, Clause 7.2; id. § 4, Clause 23.2(b).)
F. Wipro’s Performance Failures as Systems Integrator
49. Having induced National Grid into retaining it as Systems Integrator, Wipro’s
work on the Project over the following two years was marred by egregious performance failures.
Among other things, Wipro failed to: (i) staff the Project with qualified and experienced
consultants; (ii) properly design the system; (iii) properly build and configure the system;
(iv) adequately test the system; and (v) adequately convert National Grid’s data to the SAP
system. Wipro’s performance failures breached the MSA and numerous Work Packs, and
demonstrated the extent to which many of its pre-contract representations were false.
i. Wipro’s Failure to Staff the Project with Qualified Consultants
50. Underlying Wipro’s failures as Systems Integrator was its failure to meet one of
its core contractual obligations: providing National Grid with appropriately skilled and
experienced consultants. The consultants Wipro assigned to the Project were often incompetent,
inexperienced and/or incapable of managing an SAP implementation of the Project’s size and
scope.
51. Wipro’s consultants lacked the requisite skills, experience and expertise
concerning SAP software, industry standards of care and the U.S. utility industry, including with
respect to the applicable regulatory requirements and union rules. Directly contrary to its
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representations in its RFP Response, Wipro had virtually no experience at the time implementing
an SAP platform for utilities regulated in the U.S.
52. In many instances, Wipro failed to provide any consultants at all, much less those
who were sufficiently skilled and experienced. For example, during crucial Project phases,
Wipro’s team had vacancies in positions as vital as Program Director, Solution Architect and
Track Leads for Finance and HR. Wipro consultants also lacked a basic understanding of critical
Project areas, such as benefits, warehouse and inventory management, business planning or
budgeting consolidations, and accounts payable, requiring National Grid to demand stronger
resources. Wipro’s lack of appropriately skilled personnel became so acute that it had to hire
contractors to fill essential Project team roles.
53. In some instances, Wipro inexplicably reassigned crucial consultants off the
Project and onto engagements for other clients. The revolving door of Wipro consultants
severely disrupted the Project by depriving National Grid of Wipro personnel who had
familiarity with National Grid’s business processes and had prior involvement on the Project,
resulting in incomplete and ineffective training of replacement consultants, delays in project
tasks and inferior work product.
ii. Wipro’s Failures During the Design Phase
54. During the design phase of the Project, Wipro worked on, among other things:
(i) identifying and recording National Grid’s existing business processes, and formulating a
design for future business processes; (ii) identifying, mapping, and preparing functional and
technical specifications for the required interfaces between the SAP system and National Grid’s
other software systems that passed data to, and received data from, the SAP system; (iii) the
functional design of SAP Business Intelligence (“BI”); and (iv) generating other specifications,
business process flows, and related design documents.
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55. Wipro’s work with respect to the design of the system was deficient on almost
every level. For example, Wipro failed to gather and understand sufficient information about
National Grid’s U.S. business requirements to prepare appropriate functional and technical
specifications to support National Grid’s requirements. Contrary to its pre-contract
representations, Wipro’s U.K.-related work was not an applicable or appropriate design template
for the U.S. based utilities USFP. And not only did Wipro fail to successfully leverage its U.K.
experience, but it also failed to understand National Grid’s legacy systems so that it could
effectively leverage those processes that assimilated best with the new SAP system. Ultimately,
the fundamental failures in Wipro’s approach to the design of National Grid’s SAP system were
reflected in a host of design defects that became clear only after the system’s disastrous go-live,
as discussed further below.
iii. Wipro’s Failure to Properly Build and Configure the System
56. Wipro was also responsible for the build and configuration of National Grid’s
system, including the preparation of configuration documents detailing the system settings and
configuration values that would enable the SAP solution to support National Grid’s business
requirements. However, as a result of Wipro’s inability to adequately staff the Project, and its
general lack of knowledge of U.S. utilities and necessary understanding of National Grid’s
business processes, Wipro failed to provide the required deliverables.
57. Rather than build a system that accommodated National Grid’s required business
processes and avoided unnecessary changes, Wipro built an overly complex SAP solution that
was not configured pursuant to industry standards of care for an SAP implementation of the
Project’s size and complexity, and that did not efficiently, or in certain instances did not at all,
address National Grid’s actual and necessary business processes.
19
58. Further, Wipro failed to understand the end-to-end National Grid processes, and
thus failed to advise on the ramifications changes it made in one area of the system might have
on another. Instead, abandoning its contractual responsibilities, Wipro defaulted to the role of
“builder,” and, even there, failed miserably. For example, Wipro’s coding work was deficient
and failed to conform to industry standards of care, including development standards related to
SAP’s programming language known as Advanced Business Application Programming
(“ABAP”). Among other things, Wipro’s coding: (i) lacked modularization such that its code
was not reusable elsewhere in the system, leading to inconsistencies in the code, difficulties in
maintaining the system, coding errors and a lack of traceability; (ii) lacked inline documentation,
reducing transparency and making it difficult to identify and resolve defects in the code; (iii) was
developed with an incorrect technical approach, resulting in increased maintenance expenses;
and (iv) did not account for a variety of different conditions and scenarios, leading to more
defects in the system.
iv. Wipro’s Failure to Adequately Test the System
59. Wipro also failed to adequately test the SAP system prior to system go-live. The
testing phase of any ERP implementation is critical, as it presents the opportunity to identify and
remedy any inherent design, configuration, programming or interface defects before the system
goes live – that is, before such inherent technical defects can cause substantial damage to an
organization or its customers.
60. Wipro was responsible for conducting much of the testing on the SAP system,
including build and unit testing (to determine whether the system configuration accurately met
business requirements), technical coding, preparation of most test plans, cases and scripts, and
configuration and maintenance of testing tools. (Work Packs 5491 and 6107.) Moreover, as
with all Project phases, the MSA required that Wipro perform its testing work with “experienced,
20
careful and competent” personnel to ensure that the SAP system would comply with all
specifications. (MSA § 6, Clause 34.1.) But Wipro failed to do so, and Wipro’s testing of the
SAP system before it went live was deficient. By failing to advise on the industry standard
protocols and instead conducting minimal testing, Wipro ensured artificially positive results that
provided a misleading validation of the SAP system’s ability to accurately process payroll,
procurement and finance transactions, thereby allowing the problems that existed in the system
to go undetected.
v. Wipro Did Not Correctly Convert National Grid’s Data for the SAP System
61. Data conversion is the process by which data is converted from the legacy system
to the SAP system. Data conversion is a critical phase in any ERP project because if the data is
not converted correctly, the new SAP system will process incorrect file information resulting in
processing errors or other incorrect outputs from the SAP system.
62. On the USFP, Wipro failed to fulfill its responsibilities during the data extraction
process, including determining what data needed to be extracted from National Grid’s legacy
systems and converting and loading that data into the new SAP system. As was discovered after
go-live, in many instances Wipro did not convert and load National Grid’s legacy data into the
new SAP system correctly, sometimes loading entire data files that were corrupt. In other
instances, Wipro failed to follow best practices by moving through data conversion phases
without first resolving key errors that arose during prior phases of the conversion process.
Wipro’s data conversion failures led to a number of post-go-live problems for National Grid, and
required that National Grid spend substantial amounts of time and resources on “data cleansing”
after the system went live.
21
G. Wipro’s Performance Failures and Related Misconduct

Inflict Massive Damages on National Grid
63. Immediately following go-live and for months thereafter, National Grid was
crippled by post-go-live problems caused by inherent design, configuration and testing failures in
the SAP system built by Wipro – defects that Wipro should have identified had it, among other
things, conducted appropriate testing. Specifically, inherent technical defects in the new SAP
system rendered National Grid unable to operate its core functions relating to payroll, supply
chain and procurement, accounts payable, and financial close and reporting. Wipro’s failures
caused National Grid to suffer hundreds of millions of dollars in damages.
i. Payroll
64. The first series of payrolls processed after go-live were plagued by errors. As an
initial matter, payroll programs that took a few hours to run on National Grid’s legacy payroll
systems took weeks to run on the new SAP system (in part due to the flawed design of National
Grid’s SAP in-house cash module). And, as a result of system defects, employees could not
access payroll-related web portals at peak times. Employees attempting to log into these portals
– the primary gateways for payroll entry and time approval – were met with error messages.
65. The payroll system itself was riddled with defects, as payroll amounts were
wrong, causing harm to National Grid and its employees. National Grid was not able to pay its
employees on time and in accurate amounts, as employees were underpaid, overpaid or not paid
at all. National Grid’s union workforce was overpaid by approximately $8 million, a loss that
National Grid ultimately had to absorb. The system was incorrectly computing essential
information, including tax, benefit and pension deductions, union dues, and 401(k) and
garnishment withholdings, some of which deduct amounts from employees’ pay pursuant to
court-ordered obligations.
22
66. There were also significant issues with the live checks and direct deposits that
were issued to employees. For example, live checks were incorrectly mailed by overnight mail,
costing exorbitant amounts in overnight shipping expenses. On the other hand, paychecks that
should have been deposited into live checking accounts were deposited into employees’
previously replaced or closed checking or savings accounts. In addition, many employees
received checks that either did not belong to them or were made in the wrong amount.
67. In addition, the defective SAP system could not process employees’ Form W-2s.
National Grid was forced to request a 30-day extension from the IRS for W-2 filings in order to
generate W-2s for numerous employees. National Grid was also forced to outsource the
production and delivery of such statements.
68. Wipro’s flawed build and configuration with respect to role-to-position mapping
and organizational hierarchy prevented National Grid users from being able to access the new
SAP system. For example, at the time of go-live, National Grid supervisors did not have the
ability to delete payroll or to run reports, and approvals for purchases of materials, sick, vacation
and/or overtime pay were being incorrectly sent to managers for approval related to employees
that they did not know or supervise.
69. In the face of these payroll issues, National Grid was forced to engage numerous
vendors to identify the root causes of the problems, respond to the overwhelming employee
payroll inquiries and help to develop a remediation plan. It took over two years to stabilize the
system and remediate the SAP system’s inherent payroll-related design, configuration and
programming defects.
23
ii. Supply Chain and Procurement
70. System defects also permeated the supply chain and procurement applications of
the new SAP system. Within weeks after go-live, the SAP system could not properly run
National Grid’s business processes for paying vendors. By January 2013, the backlog of unpaid
invoices exceeded 15,000, caused in part by data corruption that generated inaccurate vendor
invoices.
71. Unable to obtain the supplies it needed to service its customers and run its
operations, National Grid had to prematurely pay vendors, in estimated amounts, to ensure that
they would continue to supply National Grid with required materials. These pre-payments
resulted in reconciliation problems when National Grid had to subsequently determine amounts
that were advanced to vendors in excess of what was actually owed. In other instances, National
Grid unknowingly paid vendors for the same invoice multiple times, which took extensive
research and effort to uncover and correct.
72. National Grid also faced critical issues with respect to its ability to pay the
vendors who supplied its warehouses. Months after go-live, National Grid’s ability to process
pay cycles to make payments to vendors, as well as its ability to reconcile cashed checks, were
crippled by SAP system errors.
73. Moreover, after go-live, the SAP system was unable to detect whether or not a
check sent to a vendor or customer had been cashed. As a result, a cash reconciliation team had
to be formed to contact banks to determine whether checks were actually cashed or not. This
encashment problem forced National Grid to write-off approximately $3 million on
approximately 40,000 checks that were cashed or voided in error.
24
iii. Financial Close and Reporting
74. As a public utility, National Grid’s financial statements are subject to intense
scrutiny by various regulators. As a result, National Grid’s financial close processes – its ability
to generate timely and accurate financial statements within a reasonable period of time after the
month has ended – are central to its viability as an ongoing concern. In addition, like any
organization, National Grid depends on timely and accurate financial statements to appropriately
service its customers, manage its workforce, make informed decisions about its operations, and
fund those operations through borrowing and other financial transactions. Some of the debt and
other financial instruments on which National Grid relies to fund its operations explicitly require
timely and accurate financial statements.
75. Following go-live, National Grid experienced extreme delays in its financial close
and reporting processes, which jeopardized its ability to carry out each of the functions discussed
above. For months, neither National Grid nor its auditors could rely on the integrity of the data
generated by its new SAP accounting management systems. National Grid was therefore forced
to repeatedly delay issuing critical financial and regulatory reports (both state and federal)
regarding its financial status, drawing penalties from its regulators and jeopardizing its relations
with lenders.
76. The financial close delays after go-live were stunning: whereas National Grid
typically performed its monthly financial close in 4 working days, the first financial close after
go-live took 43 working days. These delays were caused by (among other things): (i) the
instability and defects in the SAP system; (ii) inaccurate data conversion and lack of data
capacity; (iii) defective application interfaces; and (iv) the cascading effects of the payroll and
supply chain issues described above.
25
77. Nor could National Grid take advantage of certain attributes of the SAP solution
that are designed to enhance an organization’s financial close and reporting capabilities. The
system’s flawed mapping and related design defects prevented National Grid from benefitting
from the SAP FERC module, which addresses unique accounting requirements set by FERC for
public utilities like National Grid. For more than a year after go-live, National Grid was unable
to use the SAP FERC module to process the extensive financial reports it must regularly provide
to FERC, and the company was forced to seek numerous extensions from its regulators. FERC
also denied National Grid the ability to engage in short-term borrowing from banks due to the
company’s inability to file FERC financial reports. The problems with the SAP FERC module
should have been readily evident during testing, but Wipro never tested the module and none of
the problems were discovered until after go-live.
H. Stabilization and Remediation
78. To deal with the numerous post-go-live problems, National Grid launched the
USFP Stabilization Program and was forced to engage hundreds of third-party vendors to fix the
system problems caused by and/or missed as a product of Wipro’s performance and testing
failures. Specifically, teams were assembled in major areas affected by the SAP implementation
to address specific system issues.
79. The first priority of the company’s stabilization efforts was to ensure that it was
compliant with its obligations, including: (i) paying employees accurately and timely; (ii) paying
outside vendors accurately and timely; and (iii) providing legal, regulatory and other reports to
external stakeholders that were accurate and timely.
80. To address the numerous payroll issues, among other things, a Payroll
Improvement Team consisting of internal personnel and vendor partner experts was quickly
deployed and had to work seven days a week in order to respond to employee issues and
26
questions. The Transaction Delivery Center, which provided employee services, also had to
remain open seven days a week with extended hours from early November 2012 through mid-
February 2013. Additionally, payroll clinics in 53 field locations across National Grid’s U.S.
footprint had to be established, and significant additional time entry training was provided to
employees.
81. National Grid also implemented several programs to assist employees who were
affected by the payroll issues and were not receiving paychecks. A cash advance debit card
program of up to $2,000 per employee was made available to all affected employees. Those
employees whose court-mandated payments were affected or who had urgent issues were
provided with immediate financial assistance. A large portion of the money that was distributed
through this program resulted in overpayments to employees that were never recouped.
82. Another stabilization priority was to enable National Grid to be self-sufficient in
operating the new SAP system, while being able to realize the benefits it was supposed to
deliver, without significant reliance on external support. By September 2013, the continuing
efforts to stabilize the new SAP system cost approximately $30 million per month, totaling over
$300 million. As of August 2013, there were still approximately 321 external resources
contracted, and full SAP stabilization was not achieved until approximately September 2014.
I. Wipro Admits its Performance Failures on USFP
83. National Grid leads were dismayed by Wipro’s slow and poor performance
following the disastrous go-live. Wipro consultants themselves even acknowledged that that they
could not fix crucial issues with the new system. As a result of Wipro’s shortcoming in BI
reporting, finance, and payroll, National Grid was forced to turn to other vendor consultants from
SAP and Deloitte (who returned to the Project after go-live to identify and fix problems) to
27
resolve system defects. In many instances, functional and technical specifications had to be re-
written and SAP modules had to be re-built.
84. As the post-go-live problems intensified, key Wipro consultants, who worked on
National Grid’s system pre-go-live and who had gained institutional knowledge about National
Grid’s business processes, were taken off the Project to work for other clients. When National
Grid leadership demanded that Wipro bring certain of such consultants back, Wipro
acknowledged that it made significant errors, and further admitted that Wipro’s USFP
consultants lacked the requisite experience and expertise required to successfully implement the
Project. Nevertheless, despite Wipro’s incompetence following go-live, National Grid was
required to keep Wipro in place since Wipro alone had full access to the SAP system and was
integral to maintenance of the system moving forward.
85. After go-live, National Grid was also forced to undergo significant re-testing of
its system. Even after National Grid was crippled by its defect-riddled SAP system, and after
certain remediations were complete, Wipro’s tests were still reporting that the system was
operating smoothly. However, when other consultants tested the same processes, they were
finding significantly different results and numerous defects. For example, when Deloitte re-
tested Wipro’s test scripts, it uncovered twice the number of defects in the areas of procurement
and supply chain. Nor were these additional defects minor: for example, when re-testing certain
test scripts, Deloitte uncovered an $8,000 receipt that was recorded in the system as an
$880 million receipt – an error that Wipro somehow never detected. Deloitte continued to re-test
Wipro’s test scripts through several other system releases that were necessary to fix the system
issues. With each additional release, Deloitte’s results were the same: it uncovered many
28
system defects that Wipro failed to uncover, even though Wipro had reported all of its original
test results as “passing” or “adequate.”
J. National Grid’s Damages
86. National Grid suffered significant damages as a result of Wipro’s misconduct,
including hundreds of millions of dollars in vendor fees paid post-go-live (of which
approximately $69 million were paid to Wipro).
CAUSES OF ACTION
FIRST CAUSE OF ACTION

(Fraudulent Inducement)
87. National Grid incorporates by reference all of the preceding paragraphs as if fully
set forth herein.
88. As set forth above, Wipro made numerous pre-contract misrepresentations of
material facts, and failed to disclose material facts to National Grid regarding, among other
things, Wipro’s purported abilities, skills, experience, expertise, consultants, qualifications,
credentials and ability to perform and provide services in connection with the USFP. Such
representations were false, and Wipro knew, or recklessly disregarded, that such statements were
false at the time they were made.
89. Specifically, in its February 17, 2010 response to National Grid’s RFP, Wipro
misrepresented its skills and experience in order to induce National Grid into hiring Wipro as its
ODC partner on the Project. Wipro also misrepresented its experience with U.S. utility
companies and its ability to leverage work, knowledge, and best practices it had acquired from
MySAP and GDFO. In truth, Wipro had limited, or virtually no, experience implementing an
SAP platform for a regulated utility company in the United States.
29
90. Moreover, Wipro’s pre-contractual representations concerning Wipro’s alleged
ability and intent to furnish National Grid with appropriately experienced and skilled consultants
were materially false and misleading. Wipro induced National Grid to hire Wipro by specifically
representing that it had the ability and intent to assign competent resources experienced with the
U.S. utilities industry to the Project. In fact, however, Wipro had neither the ability nor the
intent to assign such personnel to the Project.
91. Wipro made these pre-contractual representations and concealed these material
facts in order to induce National Grid to hire Wipro.
92. National Grid reasonably relied upon Wipro’s misrepresentations in its response
to National Grid’s RFP, which led National Grid to hire Wipro as ODC partner and later give
Wipro a much larger role on the Project as Systems Integrator. Had National Grid known the
truth, it would not have hired Wipro in the first place.
93. As a direct and proximate result of Wipro’s fraud and deceit, National Grid
sustained damages in an amount to be determined by the trier of fact.
WHEREFORE, National Grid prays for relief as set forth below.
SECOND CAUSE OF ACTION

(Breach of Contract)
set forth herein.
95. The MSA and related Work Packs are valid, enforceable contracts.
96. National Grid has performed, or has substantially performed, any and all
necessary conditions precedent, dependent obligations, and/or dependent covenants owed under
the MSA and related Work Packs. National Grid is, and has been, entitled to Wipro’s
performance of its obligations under these contracts.
30
97. Wipro unilaterally and materially breached its contractual obligations to National
Grid, including the express terms and covenants and/or implied covenants set forth or implied
within the MSA and related Work Packs, as described above.
98. Wipro’s breaches of contract include, among other things: (i) failure to prepare
adequate and appropriate blueprint and design documents, including functional and technical
specifications pursuant to industry standards of care; (ii) failure to perform appropriate
configuration and programming pursuant to industry standards of care; (iii) failure to apply and
adhere to acceptable industry testing practices and adequately detect and forewarn of problems
with the system to ensure the system’s functionality and stability; and (iv) failure to advise that
the system was not ready to go live.
99. Because Wipro’s breach of its obligations arose from its gross negligence and/or
willful misconduct, National Grid is entitled to indirect, consequential and other damages in
addition to contract damages.
100. As a direct result of Wipro’s breach of the MSA and Work Packs, National Grid
sustained damages in an amount to be determined by the trier of fact.
THIRD CAUSE OF ACTION

(Breach of Express and Implied Warranties)
set forth herein.
102. Among other things, Wipro’s utter lack of competence breached the MSA’s
express warranty that Wipro would exercise “the degree of skill, care, professional judgment,
prudence and foresight which would be expected from the top 25% of companies who are
31
expert[s] and experienced in conducting the same type of undertaking that provides the same or
similar services as those Services.” (MSA § 1; id. at § 2, Clause 4.1(a).)
103. Wipro also breached the MSA’s express warranty that it would provide
consultants that were “suitably qualified, skilled, honest, experienced and trained in the work
which they are to perform.” (MSA § 5, Clause 27.3(b).) Despite this warranty, Wipro assigned
consultants to the Project that completely lacked the requisite knowledge and skills to
successfully perform the required services or deliver an SAP system capable of meeting National
Grid’s business requirements.
104. Wipro also materially breached other express and implied warranties contained
within the MSA and Work Packs relating to the quality, performance, cost, design, integration,
testing and/or consulting services it contracted to provide National Grid.
105. As a direct consequence of Wipro’s breaches of express and implied warranties,
National Grid sustained damages in an amount to be determined by the trier of fact.
FOURTH CAUSE OF ACTION

(Negligent Misrepresentation)
set forth herein.
107. In order to induce National Grid to enter into the MSA and related Work Packs,
Wipro made numerous false and misleading representations about its ability, skills, experience
and expertise to perform the services requested by National Grid.
108. Wipro made these representations without reasonable grounds for believing they
were true and in a manner not warranted by the information in Wipro’s possession. For example,
Wipro had no reasonable grounds for claiming that it had significant experience with U.S. utility
32
companies such that it could handle an implementation of National Grid’s complexity and
magnitude.
109. Wipro’s negligent misrepresentations were made with the intent that National
Grid rely on them. Indeed, based upon Wipro’s prior work and knowledge that National Grid
trusted Wipro’s abilities, as evidenced by National Grid’s agreement to allow Wipro sole access
to its system and maintenance of the system, Wipro and National Grid had a special relationship
of trust. Further, Wipro alone had knowledge of the fact that its consultants did not have the
requisite experience or expertise to provide the promised services. Aware of National Grid’s
trust in its relationship with Wipro, Wipro made these misrepresentations to induce National
Grid to enter into the MSA and related Work Packs. National Grid reasonably relied on Wipro’s
misrepresentations when it, among other things, entered into the MSA and Work Packs, did not
terminate the MSA and Work Packs, and continued to pay Wipro during the terms of the MSA
and Work Packs.
110. National Grid’s reliance on Wipro’s negligent misrepresentations caused National
Grid to sustain damages in an amount to be determined by the trier of fact.
FIFTH CAUSE OF ACTION

(Violation of GBL Section 349)
set forth herein.
112. New York General Business Law (“GBL”) Section 349 prohibits deceptive acts
and practices in the conduct of any business, trade, or commerce or in the furnishing of any
service in this state.
33
113. Wipro violated GBL Section 349 by engaging in deceptive acts and practices in
the conduct of its businesses, including making false representations to National Grid that each
possessed the ability, skills, experience, expertise, resources, qualifications, credentials and
ability to perform and provide services in connection with the design, build and implementation
of the SAP software system, when Wipro knew or should have known that they did not have the
requisite skills, resources, expertise and experience needed.
114. National Grid has suffered actual injury by virtue of Wipro’s unlawful, unfair and
fraudulent acts.
JURY DEMAND
National Grid hereby demands a trial by jury on all issues so triable.
PRAYER FOR RELIEF
WHEREFORE, National Grid respectfully requests that this Court enter judgment
against Wipro, and provide the following relief:
(a) Rescission of the MSA and related Work Packs;
(b) Actual, indirect, economic, consequential and compensatory damages
against Wipro in an amount to be determined at trial;
(c) Restitution of all amounts paid by National Grid to Wipro;
(d) Punitive and/or exemplary damages;
(e) Reasonable and necessary attorney’s fees;
(f) Pre- and post-judgment interest at the maximum rate allowed by law;
(g) All costs of suit; and
34
(h) All such further relief, both general and special, at law or in equity, to
which National Grid may show itself justly to be entitled or as this Court
may deem appropriate.
Dated: November 30, 2017

New York, New York
KASOWITZ BENSON TORRES LLP
By: /s/ Mark P. Ressler

Mark P. Ressler
([email protected])
Kim Conroy
([email protected])
Trevor J. Welch
([email protected])
Gavin D. Schryver
([email protected])
1633 Broadway
New York, New York 10019
Tel. (212) 506-1700
Attorneys for National Grid USA Service Company, Inc.
35
Case 1:17-cv-06997-CBA-RER Document 1-1 Filed 11/30/17 Page 1 of 2 PageID #: 36
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I. (a) PLAINTIFFS DEFENDANTS

NATIONAL GRID USA SERVICE COMPANY, INC. WIPRO LIMITED
(b) County of Residence of First Listed Plaintiff Middlesex County, MA County of Residence of First Listed Defendant Bangalore, India
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of Business In This State
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CERTIFICATION OF ARBITRATION ELIGIBILITY
Local Arbitration Rule 83.10 provides that with certain exceptions, actions seeking money damages only in an amount not in excess of $150,000,
exclusive of interest and costs, are eligible for compulsory arbitration. The amount of damages is presumed to be below the threshold amount unless a
certification to the contrary is filed.
I, __________________________________________,
Mark P. Ressler counsel for____________________________,
NATIONAL GRID USA SERVICE COMPANY, INC. do hereby certify that the above captioned civil action
is ineligible for compulsory arbitration for the following reason(s):
monetary damages sought are in excess of $150,000, exclusive of interest and costs,
the complaint seeks injunctive relief,
the matter is otherwise ineligible for the following reason
DISCLOSURE STATEMENT - FEDERAL RULES CIVIL PROCEDURE 7.1

Identify any parent corporation and any publicly held corporation that owns 10% or more or its stocks:
Please see the Rule 7.1 Corporate Disclosure Statement on Behalf of National Grid USA Service
Company, Inc., filed concurrently herewith.
RELATED CASE STATEMENT (Section VIII on the Front of this Form)

Please list all cases that are arguably related pursuant to Division of Business Rule 50.3.1 in Section VIII on the front of this form. Rule 50.3.1 (a) provides that “A civil case is “related”
to another civil case for purposes of this guideline when, because of the similarity of facts and legal issues or because the cases arise from the same transactions or events, a
substantial saving of judicial resources is likely to result from assigning both cases to the same judge and magistrate judge.” Rule 50.3.1 (b) provides that “ A civil case shall not be
deemed “related” to another civil case merely because the civil case: (A) involves identical legal issues, or (B) involves the same parties.” Rule 50.3.1 (c) further provides that
“Presumptively, and subject to the power of a judge to determine otherwise pursuant to paragraph (d), civil cases shall not be deemed to be “related” unless both cases are still
pending before the court.”
NY-E DIVISION OF BUSINESS RULE 50.1(d)(2)
1.) Is the civil action being filed in the Eastern District removed from a New York State Court located in Nassau or Suffolk
County? Yes X No
2.) If you answered “no” above:

a) Did the events or omissions giving rise to the claim or claims, or a substantial part thereof, occur in Nassau or Suffolk
County? Yes No
b) Did the events or omissions giving rise to the claim or claims, or a substantial part thereof, occur in the Eastern
District? Yes No
c) If this is a Fair Debt Collection Practice Act case, specify the County in which the offending communication was
received:______________________________.
If your answer to question 2 (b) is “No,” does the defendant (or a majority of the defendants, if there is more than one) reside in Nassau or
Suffolk County, or, in an interpleader action, does the claimant (or a majority of the claimants, if there is more than one) reside in Nassau or
Suffolk County?___________________________________
(Note: A corporation shall be considered a resident of the County in which it has the most significant contacts).
BAR ADMISSION
I am currently admitted in the Eastern District of New York and currently a member in good standing of the bar of this court.
Yes No
Are you currently the subject of any disciplinary action (s) in this or any other state or federal court?
Yes (If yes, please explain No
I certify the accuracy of all information provided above.

/s/ Mark P. Ressler
Signature: ____________________________________________________
AO 440 (Rev. 06/12) Summons in a Civil Action
UNITED STATES DISTRICT COURT

for the
Eastern District
__________ of of
District New York
__________
)
)
NATIONAL GRID USA SERVICE COMPANY, INC. )
)
Plaintiff(s) )
)
v. Civil Action No. 1:17-cv-6997
)
)
)
WIPRO LIMITED )
)
Defendant(s) )
SUMMONS IN A CIVIL ACTION
To: (Defendant’s name and address)

Wipro Limited
Doddakannelli Sarjapur Road
Bangalore, Karnataka
560 035 India
A lawsuit has been filed against you.
Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:
Mark P. Ressler
1633 Broadway
New York, New York 10019
If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.
CLERK OF COURT
Date: 11/30/2017
Signature of Clerk or Deputy Clerk
AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)
Civil Action No.
PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))
This summons for (name of individual and title, if any)

was received by me on (date) .
I personally served the summons on the individual at (place)

on (date) ; or
I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or
I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or
I returned the summons unexecuted because ; or
Other (specify):
.
My fees are $ for travel and $ for services, for a total of $ 0.00 .
I declare under penalty of perjury that this information is true.
Date:
Server’s signature
Printed name and title
Server’s address
Additional information regarding attempted service, etc:

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Case 1:17-cv-06997-CBA-RER Document 1 Filed 11/30/17 Page 1 of 35 PageID #: 1

UNITED STATES DISTRICT COURT

NATIONAL GRID USA SERVICE

WIPRO LIMITED, JURY TRIAL DEMANDED

against Defendant Wipro Limited (“Wipro”), alleges as follows:

2. In 2008, National Grid commenced a strategic initiative, known as the U.S.

integrate and automate a company’s core business functions.

3. National Grid engaged several vendors to work on USFP. Deloitte Consulting

aspects of the Project.

6. Wipro’s representations were knowingly or recklessly false when made. As

the U.S.-based USFP.

role on USFP, making Wipro the Systems Integrator.

through every Project phase.

respect to the applicable regulatory requirements and union rules.

specifications to support National Grid’s requirements.

programming errors led to crippling post-go-live problems.

Wipro engaged in truncated testing that produced artificially positive results.

its inventory record-keeping was in shambles.

ability to enter into routine, short-term borrowing arrangements by federal regulators.

to be fully stabilized. In many instances, functional and technical specifications had to be

$12 million settlement to its employees.

18. Compounding the post-go-live problems was Wipro’s failure to adhere to

stabilization and remediation work.

business located at 40 Sylvan Road, Waltham, Massachusetts 02451. It is a U.S. subsidiary of

Bangalore, India. It is a global information technology, consulting and outsourcing company.

JURISDICTION AND VENUE

A. National Grid’s Global Operations

employ approximately 10,000 and 17,000 people, respectively.

25. National Grid U.K. owns a high-voltage electricity transmission system in

networks deliver gas to approximately 11 million consumers, or approximately one quarter of

Massachusetts Electric Company, New England Power Company, Narragansett Electric

B. The Different Regulatory Schemes in the U.S. and U.K.

applicable standards are fixed by law.

environmental impacts. Federal regulation is handled primarily by the Federal Energy

C. National Grid’s Decision to Implement SAP Software

became the third-largest electric and gas utility in the U.S.

platforms, often with limited or decreasing vendor support.

limitations on its back-office financial management and accounting operations, including:

consolidation and reporting, leading to inefficiencies and manual errors.

generate substantially enhanced operational efficiencies and data reporting accuracy.

D. Wipro Misrepresents its Skills and Experience to National Grid

Project Manager and Systems Integrator.

37. In addition to Deloitte, National Grid considered options to engage an off-shore

U.S. utilities-related SAP implementations in particular – to deliver a successful Project. Wipro

successfully implement the new SAP system.

Response that, among other things:

E. The Contracts Between National Grid and Wipro

certain amendments to the Work Packs, known as “Variations.”

provides the same or similar services as those Services.” (MSA § 1.)

information supplied by Wipro. (MSA § 2, Clause 7.1(a).) Furthermore, Wipro specifically

information, representations and statements [it] communicated (whether in writing or

respects.” (MSA § 2, Clause 7.2; id. § 4, Clause 23.2(b).)

F. Wipro’s Performance Failures as Systems Integrator

i. Wipro’s Failure to Staff the Project with Qualified Consultants

an SAP platform for utilities regulated in the U.S.

contractors to fill essential Project team roles.

resulting in incomplete and ineffective training of replacement consultants, delays in project

tasks and inferior work product.

ii. Wipro’s Failures During the Design Phase