Seladore Legal Limited v PGMBM Law Limited [2026] EWHC 1305 (Ch)

[2026] EWHC 1305 (Ch)Case No BL-2025-000571
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
Business List (ChD)
Venue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NLDate 1 June 2026
Before
MASTER PESTER
Between
SELADORE LEGAL LIMITEDClaimantPGMBM LAW LIMITEDDefendant
JAMIE CARPENTER KC (instructed by Seladore Legal Limited) for ClaimantMARK FRISTON (instructed by PGMBM Law Limited) for DefendantHearing Hearing date: 29 January 2026
APPROVED JUDGMENTThis judgment was handed down remotely by circulation to the parties or their representatives by email. The date and time for hand-down is deemed to be 2pm on 1 June 2026.

Master Pester :

[1]This is the Claimant’s application, dated 6 August (amended on 21 August) 2025 for strike out and/or summary judgment of certain paragraphs of the Defendant’s Amended Defence and Counterclaim (“the Application”).[2]The Claimant (“Seladore”) and the Defendant (“PGMBM”) are both law firms. Seladore and PGMBM entered into two retainers (“the Retainers”). The Retainers are discounted conditional fee agreements, or CFAs, that is, agreements whereby PGMBM agreed to pay Seladore at hourly rates below its standard rates in any event but in the event of “Success” (as defined), PGMBM would pay Seladore its full standard rate together with an uplift on those rates. The Retainers were both signed on 10 May 2023.[3]Between 12 May 2023 and 2 October 2024, Seladore issued PGMBM with 20 interim invoices, under the Retainers, pursuant to the discounted fee rates, in the total amount of £978,411.03, including VAT. PGMBM has in fact paid in full 15 of 20 of the interim invoices, in the total amount of £886,048.23, including VAT. On 1 April 2025, Seladore issued and duly delivered to PGMBM a Final Statute Bill relating to each of the two retainers in the total sum of £3,095,874.63 (“the Bills”). The balance of the Bills which is outstanding and is claimed by Seladore in these proceedings is £2,209,826.40.[4]PGMBM’s submits that the Retainers are unenforceable because of an alleged breach of s. 58(4)(b) of the Courts and Legal Services Act 1990 (“the 1990 Act”), on the ground that the Retainers do not state the percentage by which fees are increased in the event of success. PGMBM counterclaims for the amounts already paid to Seladore in respect of the interim invoices in the sum of £886,048.23. PGMBM is also raising the issue as to whether the condition of “Success” has been satisfied.[5]Seladore seeks judgment on the issue of enforceability. It accepts that the issue as to whether the condition of “Success” has been met is a matter for trial. The legal test[6]In addition to the parties’ statements of case, the parties have filed witness statements, two from Simon John Bushell (Senior Partner at Seladore) in support of the Application and one from Edmund Guy Fleming Robson (a Partner at PGMBM) in opposition. Although the Application is expressed as being for “strike out and/or summary judgment”, Seladore’s counsel indicated that the matter was most conveniently considered under the rubric of summary judgment. I therefore need to consider whether PGMBM has a real as opposed to fanciful prospect of defending the issue or claim.[7]The principles to be applied are conveniently set out in the decision of Lewison J (as he then was) in Easyair Ltd v Opal Telecom Ltd [2009] EWHC 339 (Ch), at [15]. Seladore emphasises in particular the seventh principle, namely that:
“…it is not uncommon for an application under CPR Part 24 to give rise to a short point of law or construction and, if the court is satisfied that it has before it all the evidence necessary for a proper determination of the question and that the parties have had an adequate opportunity to address it in argument, it should grasp the nettle and decide it. The reason is quite simple: if the respondent’s case is bad in law, he will in truth have no real prospect of succeeding on his claim or successfully defending the claim against him, as the case may be. Similarly, if the applicant’s case is bad in law, the sooner that is determined, the better. If it is possible to show by evidence that although material in the form of documents or oral evidence that would put the documents in another light is not currently before the court, such material is likely to exist and can be expected to be available at trial, it would be wrong to give summary judgment because there would be a real, as opposed to a fanciful, prospect of success. However, it is not enough simply to argue that the case should be allowed to go to trial because something may turn up which would have a bearing on the question of construction: ICI Chemical & Polymers Ltd v TTE Training Ltd [2007] EWCA Civ 725.”
[8]PGMBM does not take issue with the legal test to be applied. It did, however, suggest that some of the material relied upon by Seladore regarding the process of negotiating the Retainers and the suggested level of expertise of PGMBM raised disputed issues of fact which meant that the matter was not suitable for summary judgment. Background[9]PGMBM is a claimant law firm. It conducts major group litigation. PGMBM is acting for over 600,000 claimants in litigation arising out of the collapse of the Fundão tailings dam in Brazil on 5 November 2015. This litigation is referred to as “the Main Claim” in the statements of case. PGMBM is also acting in the NOx emissions litigation. On the evidence, it appears that PGMBM accepts that it is experienced in the use of CFAs with its own clients, although it disputes that it has any particular expertise in relation to CFAs generally. That is the way that PGMBM’s witness, Mr Robson, describes things. The Retainers[10]The Retainers involve two separate workstreams. One relates to a proposed claim by PGMBM against the defendants in the Main Claim based on an equitable lien, where the defendants in the Main Claim were seeking to settle claims directly with the claimants, which would have the effect of cutting PGMBM out of the any settlement and jeopardising its receipt of costs (“the Lien Retainer”). The second workstream was general litigation support in relation to the Main Claim (“the Litigation Support Retainer”).[11]The material parts of the Retainers are almost identical. The key terms of the Retainer appear at clauses 5 and 6 of the Lien Retainer, as follows:(1) At clause 5.3 is a table, with four columns, the first listing the Fee-earner Grade (which contains 10 separate grades, ranging from Senior Partner, to Partner, to Trainee and Research Assistant/Paralegal), and then columns setting out the relevant figure for Standard Fee Rate, the Discounted Fee Rate, and the Uplifted Fee Rate for each grade.(2) Clause 5.4 provides that the rates will be reviewed on 1 January each year and that solicitors may progress through the pricing bands at various stages in the year. Seladore agreed that it would inform and discuss with PGMBM any new hourly rates before including them in any bill to which the new rates would otherwise apply.(3) Clause6.1 provides that the parties have agreed that “our fees in respect of this engagement will be subject to a conditional fee agreement”.(4) Clause6.2 provides that PGMBM will, in the first instance, pay for the hours worked at the Discounted Fee Rates.(5) Clause6.3 then provides that:
“If a Success (as defined below) is achieved, you will be liable to pay us at the Uplifted Fee Rates. You will pay us the difference between the amount calculated using those Uplifted Fee Rates and any payments already made at the Discounted Fee Rates. The Uplifted Fee Rates represent 170% of the standard fee rates set out above (subject to rounding) and reflect an agreed risk assessment given the possibility that there may be no Success.”
(emphasis in the original) (6) Clause 6.4 defines “Success”. As indicated above, there is a dispute in these proceedings as to the precise meaning of that term, but that is not relevant to the enforceability issue.[12]The Litigation Support Retainer is in (very slightly) different terms:(1) It provided for lower discounted rates than the Lien Retainer. Clause 6.2 records that those discounted fee rates are 50% of PGMBM’s own hourly rates.(2) Clause 6.3 contains the wording “The Uplifted Fee Rates represent 170% of our Standard Fee Rates (subject to rounding) …”[13]Neither side suggests that the minor differences in wording between the two Retainers has any impact on the question of enforceability. I therefore concentrate in this judgment on the Lien Retainer. The statutory framework for CFAs[14]The 1990 Act, s. 58 contains provisions regarding conditional fee agreements. In summary, they are as follows:(1) By s. 58(1) a CFA which satisfies all the conditions in s. 58 “shall not be unenforceable by reason of it only being a conditional fee agreement”.(2) By section 58(2)(a) a CFA is defined as “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.” Section 58(2)(b) provides that “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.”(3) S.58(3) requires a CFA to be in writing, only to relate to certain proceedings, and comply with the requirements laid down in secondary legislation. None of those conditions are relevant to the issue I must decide.(4) S. 58(4) contains provisions which only apply to a CFA which provides for a success fee. By s. 58(4)(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”.[15]Both parties relied on Hollins v Russell [2003] 1 WLR 2487, where the Court of Appeal heard six joined appeals, when considering the enforceability of the CFAs or in some cases whether the receiving party was obliged to disclose the CFA to the paying party. All of these cases raised (or in the disclosure cases may have raised) the issue of failure to comply with the applicable conditions in s. 58(3) and (4). After surveying the historical context of the legislation, its declared statutory objectives, the extensions to the CFA regime and the purposes of the regime in s. 58 and the new regulations, the Court of Appeal indicated that Parliament could not have intended to render unenforceable a CFA which adequately meets the requirements which were designed to safeguard the administration of justice, protect the client, and acknowledge the legitimate interest of the other party to the litigation: see [105].[16]The Court of Appeal went on to say that the question of “satisfying” something inevitably raises questions of degree. In deciding whether the statutory conditions have been sufficiently complied with, Costs Judges should ask themselves:
“Has the particular departure from a regulation pursuant to s. 58(3)(c) of the 1990 Act or a requirement in section 58, either on its own or in conjunction with any other such departure in this case, had a materially adverse effect either upon the protection afforded to the client or upon the proper administration of justice?”
At [107].[17]If the answer to that question was “yes”, the conditions have not been satisfied. If the answer is “no”, then the departure is immaterial and (assuming that there is no other reason to conclude otherwise) the conditions have been satisfied: again at [107].[18]Finally, the Court of Appeal indicated that sufficiency or materiality would depend on the facts of each case: at [109].[19]The Court of Appeal went on to consider the extent to which the “materiality test” might apply to alleged breaches of both primary and second legislation. It explicitly considered the application of the test in the context of s. 58(4)(b), which requires that a CFA providing for a success fee “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.” One of the cases which the Court of Appeal was considering, Tichband v Hurdman, involved a CFA where the space in which the success fee was to be written in the CFA itself had been left blank. However, the accompanying risk assessment showed that the success fee was to be 45%, including 5% to compensate the solicitors for the postponement of payment to the end of the case. The paying party said that this was a breach of s. 58(4)(b) of the 1990 Act. As I read the Court of Appeal’s decision, this was seen by the Court to be a breach, but held to be “obviously” not a material one: see at [108], and [131] – [134].[20]Part of PGMBM’s defence is that the materiality test has no application to a situation where the retainer failed to state the percentage increase, because it is said that “the test has no practical application as the breach is inherently material”. This does not appear to be right. The test of materiality can apply. It is always going to be a factual matter and as such a question of degree. For example, if the CFA itself fails to state the increase, but it is clear from the surrounding extraneous material (a letter, a risk assessment), then although there is a breach of the legislation it might not (depending of course on all the circumstances) be material. That seems to me plainly consistent with the Court of Appeal’s approach in Tichband v Hurdman.[21]In this context, PGBMB relied on a different decision of the Court of Appeal, Jones v Caradon Catnic Limited [2005] EWCA Civ 1821. There the Court of Appeal considered the position where a collective conditional fee agreement had provided for a success fee of 120% (in excess of the prescribed maximum of 100%). Elsewhere in the agreement, there was a provision that said that the success fee ought to be restricted to 100%. Brooke LJ said that there was a plain breach of the 1990 Act (and the accompanying Order): at [22]. Was it a material breach as explained by Hollins v Russell? Construing the CFA as a whole, the court held that there was no question that the client would ever have to pay a success fee of more than 100%. For that reason, “this was not a case in which our attention should be devoted to consumer protection or client protection”. Rather, it was a case in which the issue was “whether the breach was material or not, to the administration of justice”: at [29].[22]The Court of Appeal then held that the breach of s. 58(4) of the 1990 Act was material and therefore the CFA was unenforceable. Brooke LJ said that the breach was material in that it was “on any showing, a more serious breach compared with the trivial breaches set out in the two cases to which I have referred” (these were references to two of the cases in Hollins v Russell): at [32]. Laws LJ agreed. He said he could not characterise the breach as a “marginal” failure to respect the statute. To disregard the 100% limit was inimical to the administration of justice “even if in the result it could be shown that no one would be the loser”: at [35].[23]I do not however read anything in Jones v Caradon Catnic as establishing the proposition that any breach of s. 58(4), regardless of seriousness, is inevitably material. That would be inconsistent with the reasoning in Hollins v Russell.[24]I was also referred to two further cases where the enforceability of a CFA was challenged, on the ground of an alleged failure to state the percentage increase. Neither of these decisions is binding upon me. In Pirta v Shahi (unreported) 2 July 2015, Birmingham County Court, the agreement set out a range rather than a figure (namely, 12.5 – 100% of the firm’s basic charges). This was held by the District Judge to be unenforceable. This is unsurprising because by stating the percentage in a range in this way the client was left completely in the dark as to what rate he would have to pay. The CFA stated that the success fee varied in light of the risks associated with the case, but failed to state what the risks were and how the success fee would vary in light of those risks: see at [31]. In Corsi v Progressive Financial Services Limited t/a Welcome Financial Services [2012] EWCA Civ 1044, Sullivan LJ refused to give permission to appeal against a finding that a CFA which stated the percentage increase for only part of the claim was unenforceable.[25]I do not derive a great deal of assistance from either of those cases, even if they were binding on me. They were each concerned with the terms of the specific agreements at issue.[26]Lastly, enforceability of a CFA is to be determined at the time it was entered into. In this context, I was referred to Garrett v Halton Borough Council [2007] 1 WLR 554, another decision of the Court of Appeal. The Court of Appeal in Garrett v Halton indicated, at [9], that the judgment in Hollins v Russell has been “subjected to the kind of microscopic textual analysis to which Greek and Latin texts have been subjected by classical scholars for centuries”. It was then stressed that the conditions stated in s. 58(1) and (3) and the requirements prescribed in the 2000 Regulations were for the protection of solicitors’ clients and reflected an approach of punishing solicitors “pour encourager les autres”: at [30]. The only mitigation of this strict approach is that “the breach must be material in the sense described at para. 107 …” of Hollins v Russell. Therefore “… literal but trivial and immaterial departures from the statutory requirements did not amount to a failure to satisfy the statutory conditions”: at [31]. Moreover, “The importance of Hollins v Russell is that it dealt a fatal blow to challenges that were being made by defendants’ insurers to the enforceability of CFAs on the ground of minor technical breaches of the statutory requirements. The court explained that Parliament did not intend that such breaches should render CFAs unenforceable. The breaches had to be material in the sense that they had a materially adverse effect on the protection afforded to the client or on the proper administration of justice …” (at [38])[27]I have those principles well in mind.

Discussion and analysis

[28]A few points are worth making at the outset. First, viewed purely as a matter of contractual construction, the terms of the Retainer are clear. PGMBM’s witness does not say that he or his firm did not understand or were confused as to what they were being charged. Second, the Retainers need to be considered as a whole, without reading individual clauses in isolation.[29]Counsel for Seladore began by stressing, by reference to the witness statement of Mr Bushell, “the degree of expertise” enjoyed by PGMBM in negotiating and using CFAs, and the fact that PGMBM’s business model was predominantly built around conducting major group litigation under conditional or contingency fee arrangements. It was also said that PGMBM’s personnel “… were highly experienced in negotiating and implementing contingent retainers”.[30]I need to be cautious in accepting these factual points, as this is a summary judgment application. The resolution of factual disputes is a matter for trial. However, I can note that the Retainers were entered into between two commercial entities on a similar playing field. There is force in Seladore’s description of PGMBM as being “about as far removed from the position of the little old lady” as possible. However, for the purposes of the analysis which follows, nothing turns on the precise level of expertise or knowledge of CFAs which PGMBM did or did not possess.[31]Similarly, Seladore has put in evidence material relating to the negotiation of the Retainers, including the exchange of various emails. Seladore relies on this to demonstrate that PGMBM understood how the uplifted fee was calculated, and that PGMBM had access to and deployed specialist legal advice on the enforceability of the Retainers. For example, Seladore pointed out that PGMBM sought and obtained a legal opinion from Dr Mark Friston (Counsel instructed for PGMBM at the hearing before me) on the enforceability of the agreement at an early stage in the negotiations between the parties. That opinion was disclosed to Seladore and privilege over it by PGMBM was waived. However, the form of agreement on which Dr Friston was asked to advised was not a CFA at all, but a contentious business agreement, and Dr Friston did not advise on the issue raised on the Application.[32]Again, I need to approach this evidence cautiously. It will rarely, if ever, be appropriate on a summary judgment application for the court to spend time trying to determine the factual matrix. Mr Bushell states that Seladore “will rely on the negotiation of the Retainers … and [PGMBM’s] expertise in relation to matters of costs and contingent retainers”. I consider it best to disregard this attempt to introduce such material on the Application. In fact, it is not necessary for me to consider the factual matrix, as the terms of the Retainers are clear. I will focus solely on the question of compliance with the 1990 Act by reference to the terms of the Retainers as executed. This is a question of statutory construction.[33]PGMBM’s pleaded position is as follows:(1) The Retainers are subject to the provisions of s. 58(4) of the 1990 Act.(2) Contrary to s. 58(4)(b) of the 1990 Act, neither of the Retainers “state[s] 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.”(3) Not only is the percentage not stated, but it is not capable of being ascertained as a single figure, because the amount by which fees are increased above those which would be payable if those fees were not payable only in specified circumstances are not proportionally the same for each fee earner.(4) The requirement to state the requisite percentage is a mandatory requirement contained in primary legislation (that is, s. 58(4)(b)), and therefore the test of materiality does not apply. In any event, and without prejudice to that contention, the breach - namely, the failure to state the “requisite percentage” - was a material breach, for the following reasons:a. PGMBM was entitled to be told that figure.b. It had the potential to have an adverse effect on the administration of justice “as it may have led to unnecessary disputes”.c. It had the potential “to obfuscate the amount by which [the Claimant’s] fees were to be increased in the event of success and as such was adverse to the protection afforded to [the Claimant]” (presumably what is meant is “protection afforded to the Defendant”, rather than the Claimant)[34]The parties agree that the Retainers are subject to the provisions of s. 58(4) of the 1990 Act. The parties also agree that, viewed purely as a matter of contractual construction, the terms of the Retainers are clear. The question is whether these comply with the provisions of the 1990 Act.[35]It is important to be clear precisely what PGMBM is saying. In submissions, PGMBM stressed that, if one focusses on the Uplifted Fee Rates, there is at the very least “an element that is an impermissible and unregulated success fee”. I have difficulty understanding this reference to an “impermissible success fee”. A success fee cannot exceed 100%. That is clear. But I do not see anywhere in the legislation a provision automatically invalidating any particular percentage, provided that it does not exceed the statutory maximum. PGMBM says that there are only two ways of interpreting the Uplifted Fee Rates. The first is that they are not governed by any percentage increase and they are merely “freestanding rates” payable on success. The second is that they are governed by a percentage increase - namely, 70% - but that they have been rounded up (usually by 50p an hour).[36]As to the first point, the suggestion that the Retainers failed to state the increase at all, I do not accept PGMBM’s submissions. My conclusion on the points raised is as follows:(1) The requirement in s. 58(4)(b) is that a CFA “must state the percentage by which the amounts of the fees which would be payable if it were not a conditional fee agreement is to be increased”. This requirement was satisfied. When the Retainers state that the Uplifted Fee Rates “represent 170% of the standard fee rates set out above …” this is functionally identical (as Counsel for Seladore put it) to stating that the fees will be increased by 70% of the normal fees. To hold otherwise would be empty formalism.(2) There is a need to read the relevant provisions as a whole – clause 6.3 must be read together with the figures in the table at clause 5.3. The provision that the Uplifted Fee Rates “represent 170% of the standard fee rates (subject to rounding)” makes it clear to the client how the Uplifted Fee Rates have been calculated, and how much more than normal fees the client has to pay in the event of success, avoids subsequent disputes between the client and solicitors, and demonstrates compliance with the separate requirement that the success fee should not exceed 100%.[37]The other question is whether the addition of the words “subject to rounding” makes a difference to the outcome, turning what would otherwise be valid Retainers into unenforceable agreements. PGMBM complains that when one looks at the Uplifted Fee Rates in the table one does not find the single percentage increase required by the 1990 Act. Instead one finds a schedule of rounded hourly rates, each embodying a different (and, PGMBM would say, unstated) effective uplift. By way of example, PGMBM points out that the Senior Partner’s Standard Rate is £875 per hour and the Uplifted Fee Rate is £1,488 per hour, which is 50p per hour more than a simple 70% increase on £875 (which would be £1,487.50).[38]In relation to the Uplifted Fee Rates, it is possible to identify precisely the percentage increase. Of the 10 grades of lawyer, only one (the “Of Counsel” rate) is precisely 70.00%. In relation to the other grades the amount of the increase varies. This is set out in the evidence, and ranges from 70.06% (in relation to the Senior Partner) to 70.21% (in relation to the Research Assistant/Paralegal). The mean figure is 70.09%. The submission therefore amounts to saying that the success fee in this case is different for each fee earner, when calculated to two decimal places. PGMBM says that the words “subject to rounding” is the problem. The uplift is not based on a single stated percentage and is a “stark departure” from what the 1990 Act allows.[39]However, PGMBM’s own evidence shows that it is able to identify precisely the increase in terms of pounds and pence. The effect of a 70% increase will always be to round up, as opposed to rounding down. This is because a 70% uplift will inevitably generate a figure with fifty pence when applied to a figure ending in a “5” (which is the case for all the grades, apart from the Of Counsel rate, where the Standard Fee Rate is £740). There is inevitably going to be a degree of rounding involved once one comes to the billing phase. If the words “subject to rounding” had been omitted, a 70% increase on the Standard Fee Rates would still lead to an element of rounding when one came to assessment.[40]I do not think that the addition of the words “subject to rounding” has the effect of rendering the Retainers unenforceable. PGMBM says that the uplift is not fixed by reference to a percentage but by figures in a table. That is not right as a matter of contractual construction because the figures in the table need to be read as subject to what is said in clause 6.4. I do not see any requirement under the 1990 Act for there to be a single identical rate for each grade of fee earner in any given retainer. My conclusion is that there has been literal compliance with the requirement of s. 58(4)(b) of the 1990 Act.[41]Even if that conclusion wrong, it does not seem to me that there is any material breach of the legislation. One needs to be clear exactly what the departure from the requirements of the 1990 Act is. The Retainers do state the percentage increase. It seems to me that, on PGMBM’s case, the departure is the failure in the Retainers to state in relation to each individual fee earner precisely what the increase is taking into effect the rounding element. PGMBM complains that it is being charged “impermissible elements”, namely, 50p per hour for each and every hour. If one uses the totals at the end of Mr Bushell’s spreadsheet, with a total of £2,076,044 being charged, Seladore has charged £1,678 more than it would have charged had the percentage increase been exactly 70.00% in relation to every fee earner (without rounding). On the figures here the excess, if that is what it is, even if not de minimis, is not material.[42]I have already explained why I take the view that, contrary to PGMBM’s primary case, the test of materiality does apply to alleged breaches of s. 58(4)(b). Hollins v Russell calls for such a result. But PGMBM submitted that even if it was wrong, nevertheless the breach in this case was material, for the following reasons (not all of which appear to form part of the pleaded Amended Defence):(1) It was said that the failure in this case could have led to an easily avoidable dispute about the indemnity principle, which would have a materially adverse effect on the proper administration of justice, and that one cannot tell what is the base rate and what is the uplift. This is not right. The table indicates what the position is. In any event, the mere ability to raise bad or weak points does not endanger the administration of justice.(2) PGMBM says that Seladore’s true fees have been “obscured”. Again, this is not a good point. One arrives at the Uplifted Fee Rates by multiplying the base fee by 70%, together with the express reference to rounding. The inclusion of the table provides additional clarity.(3) PGMBM submitted that there was a potential dispute about whether the fees that are payable upon success are (i) the Standard Fee Rates plus 70% or (ii) the Uplifted Fee Rates. Again, when the Retainers are read as a whole, and not taking clause 6.3 in isolation, I do not consider that there is any basis for such a dispute.[43]The Retainers spelt out the position with sufficient clarity so that PGMBM would have no doubt what it was required to pay. This was something which the Court of Appeal in Hollins v Russell considered of paramount importance. There were no breaches here which had a materially adverse effect on the protection afforded to PGMBM or on the proper administration of justice. Conclusion[44]For the reasons set out in this judgment, there was literal compliance with the 1990 Act, and therefore no breach. If I am wrong on that, then the breach was not material. The Application therefore succeeds. PGMBM’s Counsel indicated that it was accepted that if the Application succeeds on the enforceability issue, then that aspect of the Counterclaim “falls away”, but there are still arguments as to the fees reasonably charged by Seladore more generally. I will hear from Counsel as to which precise paragraphs of the Defence and Counterclaim fall to be struck out and to what other consequential matters need to determined in light of this judgment.