Signet Partners Ltd v Signet Research & Advisory SA & Ors

A contractual entitlement to commission depends on the proper construction of the agreement and the defined route by which business was introduced. Where an agreement is exceptionally favourable to its proferens, ambiguous provisions should be construed strictly and contra proferentem. Administrative notification of a contact to the contracting party does not, without more, mean that the contact was introduced to that party by the notifying agent. A person is not a contractual sub-agent where the parties contemplated a tripartite agreement but never finalised it. An oral assurance that advances would not be recouped defeated a later claim to deduct them from commission.

The claimant, formerly Signet Partners Ltd, claimed continuing fees and damages under an Introducer Agreement with Signet Research and Advisory SA. The principal dispute concerned investments obtained through Vilien Stanisic and his contacts, which the claimant had reported in its lists but had not itself materially developed. The court also determined whether other Signet companies were parties to the agreement and whether advances paid at the start of the relationship were recoupable. The central issues were the construction of the agreement, the status of Stanisic, the scope of the fee and non-circumvention provisions, and the effect of the parties’ oral arrangements.

1. Construction. The Introducer Agreement was construed contra proferentem because it was exceptionally favourable to the claimant. Applying the approach in L. Schuler AG v Wickman Machine Tool Sales Ltd [1974] AC 235, an unusually unreasonable construction requires sufficiently clear language. The agreement was between Signet Research and Advisory SA and Signet Partners Ltd alone. The wider definition of “Signet” did not make every group company a contracting party.
2. Vilien Stanisic. Stanisic was introduced to the Signet group by Jacob Schmidt and Signet, rather than by the claimant. He was not a sub-agent because the contemplated tripartite agreement was never concluded. Nor was he an “Intermediary” within the agreement, which referred to consultants or advisers introducing Signet funds to potential investors. His later direct relationship with Signet therefore did not breach the relevant provisions.
3. Stanisic’s contacts. The phrase “introduced to Signet” referred to investors or intermediaries introduced to Signet funds, not merely contacts whose details were transmitted administratively to Signet or BDO. The claimant therefore had no right under clauses 2.3, 4.1, 4.3 or 5.3 to fees or protection in respect of Stanisic’s contacts. The court declined to speculate about restitutionary or other damages because no breach giving rise to damages had been established.
4. Advances. The £15,000 quarterly payments were not contractually recoupable. Although the claimant’s contemporaneous email referred to deduction, the subsequent discussion at the Sofra restaurant clarified that repayment was not intended. Signet was therefore not entitled to deduct £123,623 from fees.
5. The claimant received a declaration and an order for accounts in respect of qualifying claimant-introduced clients other than Stanisic’s clients. Signet Research and Advisory SA was ordered to pay the deducted £123,623, with interest.