" Paying us You agree to pay us the sum of£1,000,000 as an advance fee ("the Advance Fee"), which will be retained by us whether or not you are successful in the claim. We are responsible for the payment of disbursements as and when they are incurred, during the course of this retainer. We are also responsible for the payment of Counsel's fees up to the due date for the payment of Brief fees for the Trial. You will pay all Brief fees and refreshers for the Trial. If you win your claim, you pay our basic charges from30 September 2009 , our disbursements and a success fee. You are entitled to seek recovery from your opponent of part or all of our basic charges, our disbursements, a success fee and insurance premium as set out in the document "
" You achieve a settlement or any other benefit arising out of the Claim, or if you do not achieve a settlement and you go on to issue proceedings, the court orders in your favour and orders your opponent to pay you costs. "
" If you end this agreement before you win or lose, you pay our basic charges and disbursements. If you go on to win, you also pay a success fee. "
" 14.3 [The Solicitors] can end this agreement if [GEHC] does not meet its responsibilities. If this happens, GEHC will have to pay [the Solicitors'] fees for the work done to the termination date and disbursements. 14.4 [The Solicitors] can end this agreement if [they believe] [GEHC] no longer has a reasonable prospect of success. If this happens, [GEHC] will only have to pay [the Solicitors'] fees and disbursements. "
" (1) A conditional fee agreement which satisfies all of the conditions applicable to it by virtue of this section shall not be unenforceable by reason only of its being a conditional fee agreement; but (subject to subsection (5)) any other conditional fee agreement shall be unenforceable. (2) For the purposes of this section and section 58A— (a) a conditional fee agreement is an agreement with a person providing advocacy or litigation services which provides for his fees and expenses, or any part of them, to be payable only in specified circumstances; and (b) a conditional fee agreement provides for a success fee if it provides for the amount of any fees to which it applies to be increased, in specified circumstances, above the amount which would be payable if it were not payable only in specified circumstances; and (c) references to a success fee, in relation to a conditional fee agreement, are to the amount of the increase. (3) The following conditions are applicable to every conditional fee agreement — (a) it must be in writing; (b) it must not relate to proceedings which cannot be the subject of an enforceable conditional fee agreement; and (c) it must comply with such requirements (if any) as may be prescribed by the Lord Chancellor. (4) The following further conditions are applicable to a conditional fee agreement which provides for a success fee — (a) it must relate to proceedings of a description specified by order made by the Lord Chancellor; (b) it must state the percentage by which the amount of the fees which would be payable if it were not a conditional fee agreement is to be increased; and (c) that percentage must not exceed the percentage specified in relation to the description of proceedings to which the agreement relates by order made by the Lord Chancellor ."
" The CFAs drafted by [the Solicitors], provide for two potentially incompatible outcomes. One, that the Advance Fee will belong to [the Solicitors], win or lose, and two, that it will be set-off against billing. [The Solicitors] assert that this means that any excess, after the matter has been billed, would of course be refunded to GEHC (and that GEHC knew this perfectly well). GEHC assert that this means that, if the matter had settled or folded at an early stage, [the Solicitors] would have retained the Advance Fee, even if it meant retaining more than disbursements including Counsel's fees, plus VAT (if applicable) plus base costs plus 100% "
" Credit will be given for the Advance Fee already paid, which will be set-off against the total amount of our basic charges and the success fee ."
" a conditional fee agreement provides for a success fee if it [the CFA] provides for the amount of any fees to which it [the CFA] applies to be increased, in specified circumstances, above the amount which would be payable if it [sums due under the CFA] were not payable only in specified circumstances ."
" If the contract was unlawful at its formation or if there was an intention to perform the contract unlawfully as at the date of the contract, then the contract will be unenforceable. If at the date of the contract the contract was perfectly lawful and it was intended to perform it lawfully, the effect of some act of illegal performance is not automatically to render the contract unenforceable. If the contract is ultimately performed illegally and the party seeking to enforce takes part in the illegality, that may render the contract unenforceable at his instigation. But not every act of illegality in performance even participated in by the enforcer, will have that effect. If the person seeking to enforce the contract has to rely on his illegal action in order to succeed then the court will not assist him. But if he does not have to do so, then in my view the question is whether the method of performance chosen and the degree of participation in that illegal performance is such as to "turn the contract into an illegal contract" … not every illegality in performance will turn a contract into an illegal contract; on one side of the line appears to be Ashmore Benson Ltd v AV Dawson Ltd and on the other St John Shipping Corporation v Joseph Rank Ltd[1957] 1 QB 267 . In the latter case the court was concerned with a breach of statute, and performance in breach of that statute. The question in relation to performance, it asked itself, was whether the statute intended to prohibit the type of contract sued on, and held on the construction of the relevant statute that it did not. In the former case the citation by Scarman LJ of the dictum of Jenkins LJ suggests that where illegality by virtue of the common law is concerned the question is whether the common law would say that a contract has by its illegal performance been turned into an illegal contract. Of course much may depend on the question whether the party seeking to enforce the contract needs to rely on the illegal performance in order to succeed. "
" There are two general principles. The first is that a contract which is entered into with the object of committing an illegal act is unenforceable … The second principle is that the court will not enforce a contract which is expressly or impliedly prohibited by statute. If the contract is of this class it does not matter what the intent of the parties is; if the statute prohibits the contract, it is unenforceable whether the parties meant to break the law or not. In the latter class, you have to consider not what acts the statute prohibits, but what contracts it prohibits; but you are not concerned at all with the intent of the parties; if the parties enter into a prohibited contract, that contract is unenforceable ." [283] "
" Mr Morgan does not suggest that the statutory framework prevents the formation of a contract of retainer before a sufficient costs estimate has been given. What Mr Morgan submits is that it is unlawful to perform a contract of retainer unless the appropriate costs estimate is given. The correctness of this submission has to be determined as a matter of the true construction of the statutory framework. The fact that statute imposes a requirement to take some step, as here the making of a costs estimate, is not of itself sufficient to render the performance of a contract in disregard of that step unlawful and unenforceable: see for example the St John Shipping case and the Awwad case, which Mr Morgan cited in support of his submissions. What the court has to do is to determine the effect of the requirement as a matter of the true construction of the statutory provision ."
"327. Whilst I am grateful to RS for the erudite submissions which I understand to be directed to whether, by entering into CFA3, [the Solicitors] contracted out of the right to exercise its rights in the case of a repudiatory breach, in my view those submissions are beside the point. Firstly, I do not find that [the Solicitors] did accept a repudiatory breach by GEHC, they chose to walk away over financial issues. Secondly, it would have been open to [the Solicitors] to invoke the relevant provisions of CFA3 to cease to act and still claim their base costs. Had they successfully argued repudiatory breach by GEHC, they would maintain their right to recover their success fee. Instead, based upon the sequence of events laid out in the documents and in the parties' oral evidence, it was question of the Gray moneys and not the involvement of Bird & Bird (or of Mr de Clare's approach to disclosure), that poisoned the well. "
" 13.1 The Client's responsibilities include giving Rosenblatt full, honest and timely instructions, not asking Rosenblatt to work in an improper or unreasonable way, cooperating fully with Rosenblatt in the preparation of its claim, and paying all amounts due to Rosenblatt within 30 days of receipt of an invoice ."
" 325. However, much more relevant are facts including that RS were (mistakenly) being asked to fund disbursements going forward, including disbursements incurred by Bird & Bird without any prior reference to RS, and the fact that RS were in effect being asked to follow Bird & Bird's instructions. Had RS terminated the retainer because of those issues it would in my view have been reasonable." "327. … Had they successfully argued repudiatory breach by GEHC, they would maintain their right to recover their success fee. Instead, based upon the sequence of events laid out in the documents and in the parties' oral evidence, it was question of the Gray moneys and not the involvement of Bird & Bird (or of Mr de Clare's approach to disclosure), that poisoned the well." and "329. … As to whether CFA3 was wrongfully terminated I find that RS would have been entitled to terminate the retainer by invoking the terms of CFA3, thereby restricting RS to base costs under CFA3. However, in choosing instead to invoke a repudiatory breach that did not (based upon the evidence) constitute its reason for ceasing to act, RS did indeed wrongfully terminate the retainer ."
" If a party's conduct is such as to amount to a threatened - repudiatory breach, his subjective desire to maintain the contract cannot prevent the other party from drawing the consequences of his actions ."
" the test is to ascertain whether the action or actions of the party in default are such as to lead a reasonable person to conclude that he no longer intends to be bound by its provisions ."
" I find that, based upon the evidence that GEHC were advised that CFA2 had come to an end, as such if CFA2 was terminated, it was terminated wrongfully and/or CFA3 was entered into as a result of that misrepresentation that CFA2 had ended, and is therefore tainted. "
" The Supreme Court has regularly explained that, unless a critical finding of fact has no basis in the evidence, or is based on a demonstrable misunderstanding of relevant evidence, or a failure to consider such evidence, an appellate court will interfere with the findings of fact made by a trial judge only if it is satisfied that his decision cannot reasonably be explained or justified: see Henderson v Foxworth Investments Limited [2014] UK SC 41 , Lord Reid at paragraph 67; Volcafe Ltd v Cia Sud Americana de Vapores SA[2018] UKSC 61 , Lord Sumption. This applies equally to findings of primary fact and any inferences to be drawn from them: see Staechelin v ACLBDD Holdings & Others[2019] All ER 429 ."
" If the reviewing court finds that the judge's recollection of the evidence is at fault on any material point, then (unless the error could not be due to the delay in the delivery of judgment), it will order a retrial if, having regard to the diminished importance in those circumstances of the special advantage of the trial judge in the interpretation of evidence, it cannot be satisfied that the judge came to the right conclusion ."
" the most that can be derived from that evidence is that ABC explains why it was impractical to email the timesheets or the bill and the timesheets; but the Master unjustifiably extrapolates that to an incorrect conclusion that ABC's evidence was that the Bill was never sent by email ."
" I recall printing off the stack of time reports of our pre21 December 2012 costs for a second time and giving them to Perry during the meetings I had with him to discuss costs when he came to London in January 2013. At these meetings, Perry and I also discussed the terms of our a new cfa, how Mr Gray's cost assessment would work and what proportion of GEHC's cost liability to Rosenblatt they could expect to recover from Mr Gray. I assumed Perry would not have brought the time report with him on his flight and therefore wanted it physically there to show what work had to be done for the assessment - using the time print to show how him how we would go through the time records and how certain features get discounted etc. I recall Perry shaking his head in a 'goodness this is a big and painstaking procedure' kind of way and me explaining that because it is such a big job most parties settle, but probably not Mr Gray ."
" A. I don't, but [ABC] says it's - that was the case, and I don't recall it but ABC says it's the case, so… Q. So you accept it? A. You know, you don't make something up that's that detailed, so I accept it Q. So on that basis we would withdraw, wouldn't we, in your paragraph 25 where you said, "
" But as the judgments in In Re Romer & Haslam show, for this entitlement to remuneration to arise a very clear intention had to be manifested by the solicitor when he sent in his bill to the client that it was intended to be a complete bill to date, which the solicitor wanted to have finally settled and that the solicitor was not, in sending in that bill, merely either telling his client how matters were going on or only seeking a payment on account towards whatever the final bill might be. "