Fenchurch Advisory Partners Llp v AA Ltd [2023] EWHC 108 (Comm) (24 January 2023)

Fenchurch Advisory Partners Llp v AA Ltd [2023] EWHC 108 (Comm) (24 January 2023)

No binding contract was concluded between Fenchurch and AA for Project Zodiac, as material terms remained unresolved and the engagement letter was never signed. However, Fenchurch is entitled to restitution for the value of services provided, as AA accepted and benefited from those services in circumstances where it...

Source-derived case information.

Citation
[2023] EWHC 108 (Comm)
Parties
Claimant: Fenchurch Advisory Partners LLP; Defendant: AA Limited (formerly AA PLC)
Jurisdiction
England and Wales
Judgment Date
24 January 2023
Procedural Posture
Commercial Claim for Fees (contract/restitution) / High Court Trial Judgment
Outcome
Claim for contractual fees dismissed; claim in restitution succeeds in part.
Legal Topics
Contract Formation, Implied Contract, Restitution for Unjust Enrichment, Success Fee Triggers, Quantum Meruit, Engagement Letters in Financial Services
Contract Law Restitution Commercial Law Contract Formation Implied Contract Restitution for Unjust Enrichment Success Fee Triggers Quantum Meruit +1 more

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Parties

Fenchurch Advisory Partners LLP

Claimant

AA Limited (formerly AA PLC)

Defendant

Procedural Posture

Commercial Claim for Fees (contract/restitution) / High Court Trial Judgment

Legal Issues

  1. 1 Was a binding contract concluded between Fenchurch and AA for Project Zodiac?
  2. 2 If so, was the success fee payable triggered?
  3. 3 If not, is there an implied contract or restitutionary entitlement, and if so, to what sum?

Ratio Decidendi

No binding contract was concluded between Fenchurch and AA for Project Zodiac, as material terms remained unresolved and the engagement letter was never signed. However, Fenchurch is entitled to restitution for the value of services provided, as AA accepted and benefited from those services in circumstances where it would be unjust for AA to retain the benefit without payment. The quantum is to be assessed on a reasonable fee basis.

Court Disposition

Claim for contractual fees dismissed; claim in restitution succeeds in part.

Orders

  • AA to pay Fenchurch a reasonable fee for services provided, quantum to be assessed.
  • All other claims dismissed.