TMC LEGAL | WINROS PARTNERSHIP V GLOBAL ENERGY HORIZONS CORPORATION [2025] EWHC 3362 (Ch)

Описание: Where a conditional fee agreement contains express provisions entitling a solicitor to fees upon termination for client default, the solicitor cannot bypass those provisions by accepting repudiation and then claiming a restitutionary quantum meruit for work done. | CFA Termination Repudiation | Winros v Global Energy [2025] EWHC 3362 (Ch)

Where a conditional fee agreement contains express termination provisions, a solicitor who accepts repudiatory breach instead of invoking those provisions cannot, on the facts of this CFA, recover by way of restitutionary quantum meruit. The High Court confirms that contractual risk allocation precludes restitutionary remedies.

🔑 KEY POINTS
• Express CFA termination clauses constitute agreed risk allocation between solicitor and client
• Solicitors cannot circumvent contractual provisions via unjust enrichment claims
• Detailed assessment under s70 Solicitors Act 1974 is not the forum for generalised restitutionary claims
• The "Obligation Rule" from Dargamo prevents restitution where contracts expressly address consequences
• Entire contract principles apply to solicitor-client retainers

📋 CASE SUMMARY
Case: The Winros Partnership v Global Energy Horizons Corporation [2025] EWHC 3362 (Ch)
Court: High Court (Chancery Division)
Judge: Mr Justice Marcus Smith
Appeal from: Senior Costs Judge Gordon-Saker (SCCO)
Outcome: Appeal dismissed, bill assessed at nil

⚖️ WHY THIS MATTERS
This decision reinforces the primacy of contractual risk allocation in conditional fee agreements. Solicitors must carefully consider which termination mechanism to invoke when client relationships break down. Accepting repudiatory breach rather than using express contractual termination provisions may forfeit entitlement to recover fees under the contract or by restitution, leaving only a claim in damages.

🎯 WHAT THE COURT DECIDED
1. CFA-3's clause 14.3 expressly allocated risk for client default, providing for normal fees but no success fee
2. By accepting repudiation instead of invoking clause 14.3, the solicitor elected a different remedial path
3. No "total failure of basis" existed because the contract addressed termination consequences
4. The common law damages remedy is a "last resort" for cases not anticipated by express terms
5. Detailed assessment under s70 Solicitors Act 1974 cannot determine freestanding unjust enrichment claims

📚 TOPICS COVERED
• Conditional fee agreement termination
• Repudiatory breach acceptance
• Quantum meruit claims
• Unjust enrichment and failure of basis
• Obligation Rule (Dargamo)
• Entire contracts
• Section 70 Solicitors Act 1974
• Solicitor-client costs assessment
• Contractual risk allocation in CFAs

👨‍⚖️ JUDGES
Mr Justice Marcus Smith
Senior Costs Judge Gordon-Saker (first instance)

💼 USEFUL FOR
Costs Lawyers | Costs Draftsmen | Solicitors | Legal Costs Practitioners | Law Firm Partners | Litigation Solicitors | Professional Negligence Specialists

🔗 LINKS
📖 Read full analysis: https://www.tmclegal.co.uk/cfa-termin...
⚖️ Judgment on BAILII: Not yet indexed (2025 case)

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📚 RELATED CASES
• Dargamo Holdings Ltd v Avonwick Holdings Ltd [2021] EWCA Civ 1149
• Barton v Morris [2023] UKSC 3
• Jones v Richard Slade and Co Ltd [2022] EWHC 1968 (QB)

⚠️ DISCLAIMER
Educational purposes only. Not legal advice. Contact a qualified professional for specific guidance.

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