Quantum Advisory Ltd v Quantum Actuarial LLP [2020] EWHC 1072 (Comm) (05 May 2020)

Quantum Advisory Ltd v Quantum Actuarial LLP [2020] EWHC 1072 (Comm) (05 May 2020)

The Services Agreement was validly novated to New Quad by conduct and mutual understanding; direct client engagements did not remove clients from the scope of the Agreement as both parties treated such clients as legacy clients; the covenants were not an unreasonable restraint of trade; and the Introducer's Agreement was not void for uncertainty. The LLP's counterclaims for restitution failed.

Citation
[2020] EWHC 1072 (Comm)
Parties
Claimant: Quantum Advisory Limited; Defendant: Quantum Actuarial LLP
Jurisdiction
England and Wales
Judgment Date
05 May 2020
Procedural Posture
Commercial Contract Dispute / High Court Judgment
Outcome
Claim allowed; counterclaim dismissed.
Legal Topics
Novation, Restraint of Trade, Unjust Enrichment, Interpretation of Contracts, Assignment of Contracts
Contract Law Commercial Law Novation Restraint of Trade Unjust Enrichment Interpretation of Contracts Assignment of Contracts

Case Brief

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Parties

Quantum Advisory Limited

Claimant

Quantum Actuarial LLP

Defendant

Procedural Posture

Commercial Contract Dispute / High Court Judgment

Legal Issues

  1. 1 Whether the Services Agreement was novated from Old Quad to New Quad
  2. 2 Whether direct client engagements by the LLP remove those clients from the scope of the Services Agreement
  3. 3 Whether covenants in the Services Agreement are unenforceable as unreasonable restraint of trade

Ratio Decidendi

The Services Agreement was validly novated to New Quad by conduct and mutual understanding; direct client engagements did not remove clients from the scope of the Agreement as both parties treated such clients as legacy clients; the covenants were not an unreasonable restraint of trade; and the Introducer's Agreement was not void for uncertainty. The LLP's counterclaims for restitution failed.

Court Disposition

Claim allowed; counterclaim dismissed.

Orders

  • Declaration that the Services Agreement remains in force between New Quad and the LLP
  • Injunction restraining the LLP from acting in breach of the Services Agreement