Quantum Advisory Ltd v Quantum Actuarial LLP

Quantum Advisory Ltd v Quantum Actuarial LLP

The Services Agreement was novated to New Quad by conduct and mutual understanding; direct client engagements were administrative and did not alter the fee division. The restraint of trade doctrine does not apply to the covenants, and if it did, the restraints are reasonable. The Introducer’s Agreement is not void for uncertainty, as the Q List was agreed and acted upon, and estoppel by convention applies. No account is ordered as there is no evidence of non-compliance.

Parties
Claimant: Quantum Advisory Limited; Defendant: Quantum Actuarial LLP
Jurisdiction
England and Wales
Judgment Date
05 May 2020
Procedural Posture
Commercial / Final Judgment
Outcome
Claim allowed in all respects except for account; counterclaim dismissed.
Legal Topics
Novation, Restraint of Trade, Contractual Interpretation, Unjust Enrichment, Void for Uncertainty, Account of Profits
Contract Law Commercial Law Novation Restraint of Trade Contractual Interpretation Unjust Enrichment Void for Uncertainty Account of Profits

Case Brief

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Parties

Quantum Advisory Limited

Claimant

Quantum Actuarial LLP

Defendant

Procedural Posture

Commercial / Final Judgment

Legal Issues

  1. 1 Was the Services Agreement novated from Old Quad to New Quad?
  2. 2 Are direct client engagements outside the scope of the Services Agreement?
  3. 3 Are covenants in clause 2.2 of the Services Agreement unenforceable as unreasonable restraint of trade?

Ratio Decidendi

The Services Agreement was novated to New Quad by conduct and mutual understanding; direct client engagements were administrative and did not alter the fee division. The restraint of trade doctrine does not apply to the covenants, and if it did, the restraints are reasonable. The Introducer’s Agreement is not void for uncertainty, as the Q List was agreed and acted upon, and estoppel by convention applies. No account is ordered as there is no evidence of non-compliance.

Court Disposition

Claim allowed in all respects except for account; 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.