Fladgate LLP –v- Lee Harrison [2012] EWHC 67 (QB)

Posted on Monday, February 6th, 2012

D, the managing director of Ypres Rose Developments Limited (‘YRD’), instructed C to act in re-structuring the company which involved a transfer of shares and debt. C sent two client care letters to D, neither of which D signed. C rendered invoices totalling £63,332.06 which D disputed on the grounds that the parties had agreed that the invoices would be re-addressed to YRD following a change in the law on 1st October 2008, prior to which date it had been illegal for a company to provide financial assistance in the acquisition of its own shares; that there was no retainer; that the work did not fall within the scope of any alleged retainer; that the invoices were invalid for want of particularity. The Judge found, as a matter of fact, there had been no agreement to re-address the invoices. As regards the retainer, certain matters had to be set out in writing under the 2007 Code but not every breach would render a retainer unenforceable. The giving of instructions constituted the retainer. There was no written retainer but general principles of contract law applied. D had instructed C to act. C had carried out the work and was entitled to be paid. Furthermore, changes to the retainer did not have to be in writing. The nature of the transaction changed part way through and D changed his instructions and C carried out those instructions. The basic transaction remained the same. The particularity point was raised very late in the day and the Judge did not allow D to pursue it. D disputed the reasonableness of the Bills but had not applied for a detailed assessment. In broad terms the Judge found the work done and the apportionment between D and YRD to be reasonable. Judgment for C.

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