Enterprise Software Disputes in Brazil — São Paulo Court of Appeals

Enterprise Software
Disputes in Brazil

Key appellate decisions on
enterprise software · January–April 2026

This report reviews appellate decisions issued by the São Paulo Court of Appeals — probably Brazil’s most relevant state appellate court for commercial and technology disputes, given the economic importance of the State of São Paulo and the concentration of complex business litigation before its courts. The decisions were issued in the first four months of 2026 and involve enterprise software disputes — including ERP, CRM, HCM, software licensing, implementation, customization, technical failures, testing, go-live, and post-implementation performance.

The cases were selected for their thematic relevance and quality of reasoning, not for their outcome. The report covers both sides of the contractual relationship: some decisions favored customers, while others favored software vendors and implementation providers. The central message is practical: in Brazilian technology disputes, the party that documents scope, responsibilities, testing, acceptance, changes, failures, and project governance is usually in the stronger litigation position.

Authors: Adriano Dib | Antonio Marzagão Barbuto Neto · Advocacia Adriano Dib, São Paulo, May 2026.

15Decisions reviewed

3Thematic sections

8Trends identified

8Court chambers

Where the project becomes litigation

Advocacia Adriano Dib

Av. Brig. Faria Lima, 4055, 1º andar
São Paulo — SP
+55 11 3044-2050
www.adrianodib.com.br

Publication by Advocacia Adriano Dib for informational purposes only. It does not constitute legal advice. Covers appellate decisions published in the TJSP Official Electronic Gazette between January 1, 2026 and April 30, 2026. Published every four months.

Contents

1 Consumer Protection Code characterization, legal qualification, and civil-law proportionality control 7 cases

2 Expert evidence and breach of contract — what persuades the Court 4 cases

3 Go-live, testing, and contributory fault — how risk is allocated 4 cases

Executive Summary

The first four months of 2026 produced fifteen relevant decisions from the São Paulo Court of Appeals involving enterprise software contracts. Taken together, these cases form a useful litigation map for ERP, CRM, HCM, software licensing, implementation, customization, technical failure, testing, go-live, and post-implementation disputes in Brazil. Eight patterns emerge from the set.

1. ERP as a business input may exclude the Consumer Protection Code — but not civil-law control

Software integrated into the customer’s economic activity tends to be characterized as a business input, which may exclude the Brazilian Consumer Protection Code when the customer is not treated as an end user. Even so, lock-in, minimum-term or notice-period clauses may remain subject to judicial review under objective good faith, proportionality, and contractual balance.

2. Administrative software may trigger the Consumer Protection Code — input or facilitator, the distinction matters

Software that is not directly integrated into the production chain — accounting, scheduling or HR software, for example — may be treated as a facilitator. In those cases, the customer may be characterized as an end user, opening the door to protection under the Consumer Protection Code without proof of specific technical vulnerability.

3. Documentary evidence may replace expert evidence — if robust

Formal expert evidence may be unnecessary when the documents are sufficient to reconstruct the project. E-mails, schedules, notices, and technically precise testimony may support a finding of failure or breach.

4. System screenshots may not be enough — formal acceptance matters

Screenshots and time records may show implementation effort, but not necessarily functional delivery. A signed acceptance term, an independent technical report, or equivalent evidence tends to carry greater weight in proving actual functionality.

5. The contracted methodology may define the scope of the obligation

When the vendor offers a preconfigured, non-customized implementation model and the contract clearly says so, the scope of the obligation tends to be read according to what was agreed. In those cases, the customer’s lack of protagonism may affect the allocation of responsibility.

Executive Summary (continued)

6. A duty to manage the project may limit generic contributory-fault defenses

Project organization, schedule and documentation tend to weigh against the service provider when it was responsible for managing the implementation. A contributory-fault defense usually requires concrete evidence that the customer hindered or prevented performance.

7. Partial delivery may amount to total breach when the performance is indivisible

A system that never goes into operation — because of missing features, critical failures or missed deadlines — may be considered useless to the creditor when the economic utility depended on full delivery. In that scenario, full restitution, rather than proportional restitution, may be ordered.

8. Technical documentation and execution records may determine the outcome

In technology projects, records of configuration, migration, training, support tickets, deliveries, and validations may be decisive in reconstructing performance and allocating responsibility.

Section 1 · 7 Cases

The Consumer Protection Code and
legal characterization

When the Brazilian Consumer Protection Code applies — and when it does not — to enterprise software contracts. The distinction between business input and facilitator defines the legal regime, evidentiary rules, and the scope of penalties.

Appeal No. 1010619-97.2022.8.26.0196 · 11th Private Law Chamber · Reporting Judge Benedito Antonio Okino · Mar. 5, 2026

Appeal granted · The Consumer Protection Code applied

Facts

A credit cooperative hired a vendor to develop a banking-access app for its members. It alleged defective services and unjustified contract termination. The trial court excluded the Consumer Protection Code for lack of technical vulnerability. The appellate court reversed.

The Consumer Protection Code applied in the case — app treated as an administrative facilitator

The Court held that the app was not integrated into the cooperative’s production chain and was not transformed into a product or service supplied to third parties. It was treated as an administrative facilitator. The cooperative was characterized as the end user, and the Consumer Protection Code applied directly, without the need to prove concrete vulnerability.

Termination before completion was treated as breach

According to the decision, the vendor terminated the contract before completing the app, without a sufficient technical justification. On that record, the Court found breach and ordered restitution of the amounts paid.

For vendors developing internal or administrative apps, the precedent indicates that the Consumer Protection Code may apply even in business contracts when the software is not treated as part of the production chain. If that characterization prevails, the contractual regime and allocation of the burden of proof may change significantly.

Appeal No. 1114424-19.2022.8.26.0100 · 28th Private Law Chamber · Reporting Judge Cesar Luiz de Almeida · Mar. 18, 2026

Appeal granted · The Consumer Protection Code applied

Facts

A medical clinic licensed management software for finance, scheduling, and electronic medical records. It alleged defective performance and sought termination with restitution. The trial court excluded the Consumer Protection Code. The appellate court reversed.

The Consumer Protection Code applied in the case — medical software treated as a facilitator

The Court held that the system was not integrated into the medical activity itself — it was neither a diagnostic nor a treatment tool — and worked as an administrative facilitator. The Consumer Protection Code applied because the customer was characterized as the end user of the software. There was no need to apply the mitigated end-user theory, which may also trigger protection under the Consumer Protection Code even where the software is a business input, but requires proof of customer vulnerability (technical, legal, or economic).

Failure to respond was treated as breach of ancillary duties

According to the decision, the vendor failed to respond to the customer’s requests during the pre-development phase, preventing validation of the prototype — a contractual prerequisite for starting development. The Court treated that omission as a breach of the duties of loyalty, trust, and good faith.

Result obligation recognized in the case — 80% restitution

The contract provided for stages with specific deliverables: a result obligation, not merely best efforts. Because the vendor breached, the exceptio was applied against it. Restitution was set at 80%, not 100%, because the prototype, although insufficient for validation, represented minimal performance.

The decision indicates that the pre-development phase — requirements gathering, prototype validation, and scope alignment — may be treated as seriously as final delivery. Failure to answer customer questions at that stage may justify termination for vendor breach, depending on the evidence.

Interlocutory Appeal No. 2001530-70.2026.8.26.0000 · 14th Private Law Chamber · Reporting Judge Thiago de Siqueira · Feb. 4, 2026

Interlocutory appeal denied · The Consumer Protection Code excluded

Facts

A meat-processing company hired an ERP system to integrate and automate its entire production chain — from slaughter control to billing. In the dispute, it tried to invoke the Consumer Protection Code to obtain more flexible evidentiary rules. The Court rejected the argument.

ERP integrated into production may be treated as a business input — the Consumer Protection Code excluded

The Court held that the software was inserted into the customer’s economic activity and functioned as a business input. The Consumer Protection Code was therefore excluded. The decision reinforces that, in B2B technology contracts, the application of the Consumer Protection Code tends to depend on the role the system plays in the customer’s operation and on any proof of technical, legal, or economic vulnerability.

The precedent suggests that characterizing software as a business input may make direct application of the Consumer Protection Code harder, but it does not end the analysis. Even in business relationships, the mitigated end-user theory may be invoked if the customer is vulnerable, and the contract remains subject to civil-law controls, especially objective good faith, balance, and proportionality.

Appeal No. 1098316-33.2021.8.26.0100 · 31st Private Law Chamber · Reporting Judge Antonio Rigolin · Feb. 20, 2026

Appeal denied · The Consumer Protection Code excluded

Facts

An e-commerce company hired an ERP system for order management, inventory control, and marketplace integration. It alleged breach and invoked the Consumer Protection Code to seek full restitution. The Court rejected Consumer Protection Code treatment.

Software integrated into e-commerce may be treated as an operational input

The Court held that the ERP was central to the commercial operation: it processed orders, controlled inventory, and connected the company to sales channels. It therefore rejected end-user treatment and characterized the system as an operational input incorporated into the service provided to consumers. The mitigated end-user theory was also rejected because the company had a structured operation and an internal technical team, without proof of concrete vulnerability.

Interest: in the case, 1% per month from service of process

With the Consumer Protection Code excluded, the Court set default interest at 1% per month from service of process, not from the harmful event. The distinction may matter in damages calculations.

For e-commerce contracts, the precedent suggests that ERP may be treated as an operational input when integrated into the value chain delivered to third parties. In that scenario, Consumer Protection Code arguments tend to face greater resistance, especially when the company has its own technical structure and does not prove concrete vulnerability.

Appeal No. 1030650-10.2023.8.26.0001 · 35th Private Law Chamber · Reporting Judge Afonso Celso da Silva · Apr. 13, 2026

Appeal denied · Vendor prevailed · Preconfigured model

Facts

The customer sought termination, restitution, and damages against an ERP vendor, alleging defective services, abusive recommendation of additional licenses, and a 180-day notice clause. The contract adopted a preconfigured, non-customized implementation model in which the customer was responsible for configuration and data import. The customer did not request expert evidence. The claim was dismissed and the appeal denied.

The contracted methodology may define the scope of the obligation

The implementation model was expressly described in the contract: a preconfigured process, without process review, with the customer responsible for data import and configuration. There was no proof of defective consent, a promise inconsistent with the contract, or an offer of customized implementation.

No expert evidence, no proof of technical failure

The customer did not request expert evidence. Generic allegations — items not performed, training materials that were not sufficiently didactic — without concrete proof did not overcome the presumption of regular performance, especially in light of meeting records, alignment records, and validation documents produced by the vendor.

The 180-day notice period was upheld in the case

The Court held that, in an ongoing technology contract involving staff allocation, infrastructure, and support planning, the extended notice period was compatible with the nature of the service. Even assuming the Consumer Protection Code under the mitigated end-user theory, the lack of proof of concrete excessive burden led the Court to uphold the agreed clause.

A mirror image of Cases 5, 10 and 11 — this time favorable to the vendor. What changed was not only the contract, but the evidentiary record: the vendor documented meetings, alignments, and validation terms, and the customer produced no technical counterevidence. For customers, challenging a contracted model without addressing its documented premises tends to be a weak litigation strategy.

Appeal No. 1004271-55.2019.8.26.0071 · 29th Private Law Chamber · Reporting Judge Mário Daccache · Apr. 22, 2026

Appeal denied · Vendor prevailed · Favorable technical evidence

Facts

Two construction companies contracted for licensing, implementation, support, and training for two ERP systems, paying BRL 259,337.52. They alleged that the systems never went live and attributed the failure to the vendor. They sought termination, full restitution, and damages for loss of chance equal to 20% of the amount paid. Expert evidence showed a different picture: partial implementation of the first system with 94% of activities completed, installation of the second within the contracted scope, training performed, and multiple support tickets handled. The pending stages — configuration, data migration, and training replication — were contractually assigned to the customers. The claim was dismissed and the appeal denied.

The Consumer Protection Code excluded in the case — business input, no vulnerability shown

The Court held that the software contracted to structure internal management was integrated into the customers’ economic activity. The mitigated end-user theory was also rejected: the contract was B2B, the customers actively participated in the implementation, and no special vulnerability was shown.

Expert evidence gave weight to customer-side stages that were not completed

The expert report was detailed. There was no system installed on the customers’ hardware at the time of inspection because the customers themselves stated there was nothing to inspect. The technical conclusion emphasized that configuration, data migration, and replication of training — contractually assigned to the customers — had not been completed.

Lack of technical proof weakens failure allegations

The later purchase of additional modules was interpreted as an indication that, during implementation, the customers realized that the off-the-shelf system — without any promise of prior fit — did not fully meet their specific needs. For the Court, that looked more like inadequate sizing by the customers than breach attributable to the vendor.

Loss-of-chance damages were rejected in the case

Because vendor breach was not proven, the Court rejected damages for loss of chance. That claim requires a causal link between wrongful conduct and the lost opportunity; without wrongful conduct, the theory failed. This is a new angle in the report and may become relevant in technology disputes.

A vendor that documents deliveries, records support tickets, proves training, and identifies the other party’s obligations in the schedule tends to arrive in litigation in a stronger defensive position — even if the project never went live. Documentation was decisive in this case.

Section 1 · Continued

Minimum term, notice period, and actual utility of software

This new precedent refines the reading of business technology contracts: excluding the Consumer Protection Code does not immunize lock-in clauses from proportionality review.

Appeal No. 0015269-02.2025.8.26.0100 · 33rd Private Law Chamber · Reporting Judge Carmen Lucia da Silva · Apr. 27, 2026 · Registered Apr. 30, 2026

Appeal denied · Vendor liable · Minimum term reduced

Facts

A telecommunications company contracted a technology solution from a software vendor for timekeeping, with geolocation, facial recognition, and integration with the customer’s enterprise management system. After recurring failures, the customer requested cancellation without observing the 180-day minimum term. The vendor defended the clause and monthly charges based merely on platform availability. The trial court reduced the period to 30 days and ordered refund of amounts paid after that period. The São Paulo Court of Appeals affirmed.

The Consumer Protection Code excluded, but civil-law control maintained

The relationship was characterized as a business relationship and the Consumer Protection Code was excluded. That did not prevent review of the clause. Based on Articles 421, 421-A and 422 of the Brazilian Civil Code, the Court stated that contractual freedom must observe social function, objective good faith, reasonableness, and contractual balance.

Abstract validity did not exclude concrete proportionality

The decision recognized that a 180-day clause may be valid in the abstract, but found it excessive in the specific case. The decisive point was the lack of proof of major structural investments justifying such an extended period in a software licensing and technical support contract.

Technical availability was not equated with actual utility

The argument that fees were due merely because the system was technically available was rejected. For the Court, consideration required a valid contractual bond and actual utility of the service; mere technical accessibility was not enough when repeated failures and practical inability to use the platform after cancellation had been shown.

A mirror image of Case 12. In one case, the 180-day notice period was upheld; here, it was reduced to 30 days. The difference appears to lie in proof of the economic rationale for the clause and the concrete utility of the service. The practical message is important: even in B2B software contracts, and even when the Consumer Protection Code is excluded, exit clauses may remain subject to a proportionality test.

Section 2 · 4 Cases

Expert evidence and
breach of contract

What the Court requires to find breach — with or without expert evidence. Four cases provide a complete evidence map for software contracts: when the expert report is decisive, when it is unnecessary, when it is frustrated, and when it exonerates.

Appeal No. 1011869-88.2021.8.26.0011 · 14th Private Law Chamber · Reporting Judge Thiago de Siqueira · Feb. 26, 2026

Appeal denied · Vendor liable · Expert evidence decisive to finding serious breach

Facts

A transportation company contracted for ERP implementation. After years of attempts, the system never went live. The customer sued for termination with full restitution. The vendor alleged that the failure resulted from the customer’s lack of cooperation.

Expert evidence was decisive to finding serious breach

According to the decision, the expert report was determinative: essential features were not implemented, critical integrations failed, and the system had errors that made use impossible. The vendor did not prove, with sufficient documentation, that it had completed the contractual stages.

Customer fault not proven — full restitution ordered

The allegation of customer non-cooperation was not supported by sufficient evidence. Without proof of obstruction, breach was attributed exclusively to the vendor and full restitution was ordered.

The expert report was the center of the decision. When the system does not work and expert evidence confirms material failures, liability becomes more likely. The defense tends to be stronger when it objectively documents what was delivered — and what depended on the other party.

Appeal No. 1009264-15.2023.8.26.0100 · 25th Private Law Chamber · Reporting Judge Luciane Jabur Mouchaloite Figueiredo · Apr. 16, 2026

Appeal denied · Vendor liable · Testing phase · No expert evidence

Facts

A retail company contracted for licensing, implementation, and maintenance of an ERP system, paying BRL 66,874.00 upfront. After years of negotiations, the system never went into actual operation and remained stalled in the testing phase. The customer had to keep parallel systems and hire third parties. The trial court terminated the contract for exclusive vendor fault, ordered full restitution, and rejected moral damages. The vendor appealed.

Burden of proof: functional delivery may fall on the vendor

The Court assigned to the customer the burden of proving the contract, payment, and lack of actual operation. The vendor had to show that the software had in fact been delivered in usable condition. Although the decision can be read under the general rule of Article 373 of the Brazilian Code of Civil Procedure, its outcome resembles dynamic allocation of the burden of proof: in ERP projects, the vendor is usually better positioned to produce technical evidence of delivery, testing, acceptance, and operation.

System screens were treated as unilateral and insufficient evidence

Screenshots and time records were considered able to show the existence of a graphical interface, but not functionality, data integration, or correct process execution. Without a signed acceptance term or technical report, the defense evidence did not prevail.

System still in testing was deemed useless — total breach

The obligation was treated as a result obligation: delivering an operational solution, not merely hours of effort. A system that remained in testing for years was considered useless to the creditor, amounting to total breach under Article 395, sole paragraph, of the Brazilian Civil Code. Hours worked did not justify retention of the amounts paid.

The case suggests that, even without expert evidence, lack of consistent technical documentation may weigh against the vendor. When the system remains in testing and there is no objective proof of functional delivery, acceptance, or actual operation, the Court may consider the customer’s documentary record sufficient to find breach.

Appeal No. 1007003-37.2021.8.26.0011 · 32nd Private Law Chamber · Reporting Judge Kenarik Boujikian · Apr. 8, 2026

Appeal denied · Vendor liable · Expert examination frustrated

Facts

A hospital hired an ERP system for clinical and administrative management. The system presented serious failures from the first months of use. The customer sued for termination, restitution, and damages. The vendor obstructed expert examination by deleting critical server data after the lawsuit was filed.

Deletion of data after filing — relevant procedural consequences

Removal of digital evidence after the proceeding began was treated as a breach of the duty to preserve evidence. The Court applied a rebuttable presumption that the customer’s factual allegations were true, and the vendor produced no counterevidence capable of overcoming it.

A frustrated expert examination did not benefit the party that caused it

The inability to conduct a full expert examination was attributed to the vendor’s conduct. In that context, the burden of proof was redistributed: the party that impaired the evidence bore the procedural consequences.

Deleting evidence after a lawsuit is filed is high-risk conduct — and in this case it was decisive for liability. A vendor that preserves system data during the contract and after potential litigation tends to be in a much more defensible position, regardless of the merits.

Appeal No. 1011961-48.2024.8.26.0011 · 30th Private Law Chamber · Reporting Judge Carlos Russo · Apr. 1, 2026

Appeal denied · Vendor liable · Programming error · Lost profits

Facts

Two car dealerships sued a software vendor alleging a configuration failure in the ERP system. Expert evidence confirmed the error: a poorly written SQL script by the vendor, instead of cancelling a single work order, cancelled all of them — deleting three years of purchase and sale records. The system was restored the next day, but without integration with the manufacturer’s system because the scenario of “uncancelling the cancelled” had not been contemplated. Manual data re-entry was limited to a single user by the manufacturer. The claim was partially granted, with lost profits to be determined in liquidation. The appeal was denied.

Technical failure proven by expert evidence — liability recognized

The failure was undisputed; the contested issue was the extent of responsibility. The Court held that the poorly written script was a service defect and that restoration of the system the next day did not, by itself, eliminate the damages caused in the interim.

Lost profits to be liquidated — revenue allegedly lost during the period

With records cancelled and integration with the manufacturer compromised, the dealerships alleged that normal billing was impossible during the restoration period. The Court sent lost-profits calculation to liquidation, and appellate attorneys’ fees of 5% were imposed due to the unsuccessful appeal.

This is the only case in the report involving a technical failure in an already operational system, rather than implementation. The precedent shows that a programming error during maintenance may generate significant damages, potentially greater than those arising from a failed implementation. Mass data-manipulation scripts tend to require prior validation in a homologation environment, with tested backups.

Section 3 · 4 Cases

Go-live, testing, and
contributory fault

How risk is allocated between vendor and customer when the project reaches the critical stage — and who is responsible for the schedule. Four different outcomes form a complete spectrum of liability: from 70/30 to 50/50, from exclusive vendor fault to exclusive customer fault.

Appeal No. 1073441-57.2020.8.26.0100 · 13th Private Law Chamber · Reporting Judge Ana de Lourdes Coutinho Silva da Fonseca · Feb. 19, 2026

Appeal partially granted · Contributory fault 70/30 · Hospital ERP

Facts

A hospital contracted for full ERP implementation. Go-live was attempted without adequate validation of critical modules, causing serious failures in hospital operations. The customer sought termination with full restitution. The vendor alleged exclusive customer fault for authorizing an early go-live.

Contributory fault recognized — 70% vendor, 30% customer

The Court held that the vendor had a duty to recommend postponement of go-live in light of failures identified during testing. The customer, in turn, authorized operation within a timeframe it had itself pressed for. The 70/30 allocation reflected the vendor’s leading role in the schedule and the customer’s share of responsibility for the go-live decision.

The precedent indicates that a vendor assumes significant risk when it allows go-live despite known failures without formally recommending postponement. The duty to warn the customer — and document that warning — may be treated as part of the obligation to manage the project. The absence of that record affected the allocation of responsibility.

Appeal No. 1018945-36.2021.8.26.0196 · 26th Private Law Chamber · Reporting Judge Carlos Alberto Garbi · Mar. 3, 2026

Appeal partially granted · Contributory fault 50/50 · Wholesale company

Facts

A wholesale company contracted an ERP system to integrate commercial and logistics operations. The project was marked by delays on both sides: the vendor failed to complete technical stages, and the customer failed to provide team members and data on time. Go-live failed. Each side blamed the other.

Bilateral cooperation was required — breach attributed to both parties

The Court found reciprocal breach: the vendor did not complete essential integrations; the customer did not fulfill prerequisites for data migration and team availability. Equal allocation of fault (50/50) resulted in termination with restitution of 50% of the amounts paid and unenforceability of the remaining installments.

The precedent reinforces that ERP projects may involve two-way obligations. A vendor that documents each delivery and each customer failure tends to build a more defensible position than an equal split of fault. In many cases, a 50/50 allocation reflects insufficient documentation on both sides.

Appeal No. 1003581-94.2021.8.26.0011 · 35th Private Law Chamber · Reporting Judge Melo Colombi · Mar. 11, 2026

Appeal denied · Exceptio bars termination · Energy sector

Facts

An energy distributor contracted a technical and commercial management system. After go-live failures, the customer tried to terminate the contract and withhold payments. The vendor invoked the exceptio non adimpleti contractus, arguing that the customer had not complied with its obligations to provide data and integrate legacy systems.

Exceptio accepted due to customer breach

The Court held that the customer had breached essential contractual obligations required for the project to move forward — especially data migration and availability of technical infrastructure. On that record, the vendor was not required to proceed, and the customer could not invoke vendor breach to terminate.

The exceptio non adimpleti contractus can be a relevant vendor defense, but it tends to depend on clearly described customer obligations and well-documented nonperformance. Without that evidence, the argument loses force.

Appeal No. 1002743-64.2017.8.26.0100 · 14th Private Law Chamber · Reporting Judge César Zalaf · Apr. 22, 2026

Appeal denied · Exclusive vendor fault · Duty to manage the project

Facts

An e-commerce company hired a vendor to develop an online store on an e-commerce platform. The contractual deadline was 90 days. After the deadline, essential features had not been implemented, making the delivery useless for the contract’s purpose. The vendor alleged contributory fault by the customer for lack of cooperation. The Court rejected the defense.

Duty to organize and manage the project was assigned to the vendor

The Court assigned to the service provider responsibility for the schedule, documentation, and management of the project. Contributory fault was rejected because there was no concrete proof of active obstruction by the customer, only an allegation of lack of cooperation. The Court found that the customer had complied with its cooperation duties and that the failures were attributable to the vendor.

Essential features not implemented — performance deemed useless

Partial delivery without essential features was considered unfit for the contracted purpose. Termination was declared for vendor fault, with full restitution of paid installments and unenforceability of the final installments.

Actual damages — project-related expenses recognized

Amounts paid to the e-commerce platform during the project period were recognized as actual damages, with causation established. The vendor’s bad-faith litigation — based on a document with dates plainly incompatible with the chronology of facts — was recognized and the fine upheld.

This is a doctrinally important case in this edition. The Court developed, in that context, the duty to organize and manage the project as a vendor obligation — not merely bilateral cooperation. For development projects, documenting completion of each stage and any obstacles created by the other party tends to be the best defense against exclusive-fault allegations.

Final remarks

The fifteen decisions reviewed in this edition confirm a clear trend: the São Paulo Court of Appeals has a firm approach to enterprise software contracts — and that approach favors the party that documents.

Characterizing the relationship as consumer or business is not a formality; it defines the evidentiary regime, burden allocation, and scope of penalties. Expert evidence is not the only path to a finding of breach, but any documentation replacing it must be robust and consistent. Contributory fault is not an inevitable outcome in complex projects; it is often the result of poor records of each party’s responsibilities.

For customers and vendors alike, the message is similar: the contract begins before signature, and the dispute begins before litigation. In technology projects, the way scope, responsibilities, testing, acceptance, changes, and problems are documented during performance may be decisive to the outcome.

For a deeper discussion of these issues, see our webinar on enterprise technology disputes, available on the firm’s website.

Advocacia Adriano Dib

Av. Brig. Faria Lima, 4055, 1º andar
São Paulo — SP
+55 11 3044-2050
www.adrianodib.com.br

This material is produced by Advocacia Adriano Dib for informational purposes only and does not constitute legal advice. It includes appellate decisions published in the TJSP Official Electronic Gazette between January 1, 2026 and April 30, 2026. Published every four months.