The ruling serves as a helpful reminder that parties must enter into well-drafted contracts in proper legal form.
By Daniel Smith
In Philip Barton v. Timothy Gwyn-Jones & Others  EWCA Civ 1999, the Court of Appeal recently allowed a claim for a success fee payable to an agent for finding a buyer for a property, even though the contract only specified a success fee if the agent achieved an agreed higher price.
The Court of Appeal identified a liability in unjust enrichment based on quantum meruit for the value of the agent’s services, bypassing the need to identify (or imply) a contractual term, and instead basing the liability on the commercial factual background.
The case demonstrates that, without an agreed allocation of risk of a particular event, the courts may be willing to fill in the gaps. Contracting parties should ensure their drafting caters for all eventualities (always consider: what if something else happens?), and parties in dispute should consider whether this decision allows them to go outside the contract to claim a remedy when the contract doesn’t answer the “what if …?” question. Continue Reading