Knight & Anor v AAA (Euro) Ltd & Anor

Whether additional work by a professional contractor is gratuitous depends on an objective assessment of what was said and done in the surrounding circumstances. Uncommunicated subjective intentions do not determine the issue. Where an existing contractor is asked to perform different work for a company’s benefit, a reasonable fee may be inferred even though no price was agreed, unless the circumstances objectively indicate a favour or gratuitous service.

Limited work is not necessarily worthless, and a court may award a reasonable sum for it. An appellate court will rarely interfere with factual findings based on the trial judge’s assessment of witness credibility.

The claimants, professional design consultants, appealed from an order of the Chancery Division dated 12 June 2001 dismissing claims against companies associated with the first defendant.

One claim concerned design and related work for publicity at a charity event sponsored by the defendants’ telecommunications business. The other concerned work connected with a proposed conversion of premises at 24 Great Marlborough Street. The appeal raised questions about whether the work was undertaken for payment, which company had instructed or benefited from it, the value of the work, and whether the trial judge’s credibility-based findings could be disturbed.

1. BBC charity event—appeal allowed. The question whether additional work was to be paid for was to be determined objectively from the words and conduct of the parties, viewed in their surrounding circumstances at the time of the request or performance. The parties’ uncommunicated subjective intentions were irrelevant.
2. The claimants were already working professionally for one of the defendants’ companies when they were asked to assist with different publicity work. The work benefited the telecommunications companies and the claimants were not asked to perform it for nothing. The reasonable inference was that they were entitled to a reasonable fee. The work was therefore not gratuitous merely because it related to a charitable event.
3. The work performed was limited but had value. It included attendance at meetings, assistance with the publicity arrangements, measurements and related work concerning the banners. The appropriate award was £500.
4. The work had been requested either by the first defendant or by Mr Zadan, the managing director of the third defendant. Since it was connected with an event sponsored by the third defendant, the reasonable inference was that the third defendant should pay the claimants’ reasonable charges.
5. Great Marlborough Street—appeal dismissed. The trial judge’s conclusions depended substantially on his assessment of the witnesses. This court would interfere with such findings only very rarely and had no basis for doing so. The findings that the work was speculative, that there was no intention to create legal relations involving payment, and that no agreed or ascertainable finder’s fee existed were upheld. There was also no convincing basis for holding either company liable for any sum.
6. The appeal was accordingly allowed only in relation to the charity event. Judgment was entered for the claimants for £500. The respondents were ordered to pay the claimants’ costs below on the small-claims basis and the costs of the appeal.

• Court of Appeal (Civil Division): [2002] EWCA Civ 758. Appeal allowed concerning the BBC charity event, with judgment for £500; appeal dismissed concerning 24 Great Marlborough Street.
• Chancery Division: Order of His Honour Judge Tetlow dated 12 June 2001 dismissed the claimants’ action against the defendant companies.