NVA Management Ltd v Martins

An agreement expressed to acknowledge completed services cannot be construed as covering future services where the surrounding circumstances do not support that construction. If no services had been provided when the document was signed, the agreement lacked consideration and was unenforceable. A claim for commission requires proof of an agreement at the alleged rate. A quantum meruit claim requires proof both of the services provided and of a reliable basis for valuing them. Services supplied gratuitously as goodwill do not attract reasonable remuneration.

NVA Management Ltd claimed payment from a professional footballer under a signed letter providing for £299,167 plus VAT for image-rights advice. It also claimed 20 per cent commissions on sponsorship receipts and, alternatively, reasonable remuneration on a quantum meruit basis.

The defendant denied agreeing to the alleged arrangements. The central issues were the proper construction and enforceability of the letter, whether a commission agreement existed, and whether NVA had established an entitlement to reasonable remuneration for image-rights assistance, sponsorship-related work, or lifestyle-management services.

1. The image-rights claim. The letter stated that the defendant had received NVA’s services and was to pay on signature. On its natural reading it concerned past services, or an agreement compromising a claim for past services. The evidence established that NVA had performed no services for the defendant before he signed it. The surrounding circumstances did not justify construing the letter as an agreement for future services. It therefore lacked consideration and was unenforceable.
2. The alternative allegation of an oral agreement to pay £299,167 for image-rights advice was rejected. The court found the claimant’s evidence unreliable and accepted the defendant’s account of the circumstances in which the documents were signed.
3. Commission claims. The defendant’s payment of invoices calculated at 20 per cent did not establish an agreement to pay commission at that rate. The court accepted that he paid in the expectation of promised commercial benefits and because he did not wish to jeopardise them. The claims based on an alleged 20 per cent commission agreement therefore failed.
4. Quantum meruit. NVA had to prove what work it had done and what reasonable sum the work was worth. It failed to provide reliable evidence of either in relation to the image-rights transaction and sponsorship receipts. The image-rights assistance was unsolicited, its alleged benefit was unproved, and the claimed fee had no reliable valuation basis.
5. The defendant had benefited from limited lifestyle-management services, but those services were provided as goodwill rather than for remuneration. They could not support a quantum meruit claim. The claims were dismissed.

not stated in the judgment.