Fenchurch Advisory Partners LLP v AA Limited

Fenchurch Advisory Partners LLP v AA Limited

No binding contract was formed as essential terms (including indemnity and other legal terms) remained outstanding and the parties objectively intended to be bound only upon signature of an engagement letter. Fenchurch is entitled to restitution for unjust enrichment, as AA received a valuable benefit from its services and it would be unjust for AA to retain that benefit without payment. The value of the benefit is the agreed progress payment (£350,000) plus expenses, as the success fee was contingent on a transaction that did not occur and the 'public offer' trigger was not engaged.

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 / Restitution / Judgment After Trial
Outcome
Judgment for Claimant (Fenchurch) for restitutionary quantum meruit only; no contractual entitlement to success fee.
Legal Topics
Contract Formation, Implied Contract, Restitution for Services Rendered, Quantum Meruit, Authority of Agents, Interpretation of Contractual Triggers
Contract Law Restitution / Unjust Enrichment Commercial Law Contract Formation Implied Contract Restitution for Services Rendered Quantum Meruit Authority of Agents +1 more

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Parties

Fenchurch Advisory Partners LLP

Claimant

AA Limited (formerly AA PLC)

Defendant

Procedural Posture

Commercial Claim for Fees / Restitution / Judgment After Trial

Legal Issues

  1. 1 Was a binding contract formed between Fenchurch and AA?
  2. 2 If not, is Fenchurch entitled to payment under an implied contract or in restitution?
  3. 3 Was the 'public offer' trigger for a success fee engaged?

Ratio Decidendi

No binding contract was formed as essential terms (including indemnity and other legal terms) remained outstanding and the parties objectively intended to be bound only upon signature of an engagement letter. Fenchurch is entitled to restitution for unjust enrichment, as AA received a valuable benefit from its services and it would be unjust for AA to retain that benefit without payment. The value of the benefit is the agreed progress payment (£350,000) plus expenses, as the success fee was contingent on a transaction that did not occur and the 'public offer' trigger was not engaged.

Court Disposition

Judgment for Claimant (Fenchurch) for restitutionary quantum meruit only; no contractual entitlement to success fee.

Orders

  • AA to pay Fenchurch £350,000 plus expenses of £16,276.06 (excluding VAT) for unjust enrichment.
  • Further submissions invited on VAT, interest, and costs.