Insurance Medical Reporting Ltd & Anor v Your Lawyers Ltd

A contractual obligation to provide information does not necessarily create an obligation to account. Where the obligation is qualified by reasonable endeavours and reasonable requirements, the claimant must identify the information sought, establish that it is reasonably required, prove breach, and specify the acts constituting reasonable endeavours. The parties’ resources and financial circumstances may be relevant. Issues requiring that factual investigation are generally unsuitable for summary determination. The same applies to an implied obligation to provide information about whether fees have fallen due. A claimant cannot obtain an order for a full reconciliation merely by pleading the agreement and seeking an account.

The claimants supplied medico-legal services to the defendant law firm under an agreement containing credit terms and supply terms. They sought an account and supporting information concerning outstanding invoices, relying on an express information clause and, alternatively, an implied term accepted by the defendant.

The defendant disputed the scope and proportionality of the requests. It contended that the information clause was limited to information connected with the services and that any implied obligation extended only to reasonable and proportionate information needed to determine whether particular fees had fallen due. The claimants applied for summary judgment.

1. Summary judgment principles. The court applied the established summary judgment approach. The application could succeed only if the defendant had no real prospect of successfully defending the claim or if there was no other compelling reason for a trial.
2. Express information clause. Even on the claimants’ wider construction, the clause did not create an obligation to account or make the defendant an accounting party. It required reasonable endeavours to provide information reasonably required by the claimants. The appropriate claim therefore required proof that information had been required, that it was reasonably required, that the defendant had not used reasonable endeavours, and what acts would constitute reasonable endeavours.
3. The scope of reasonable endeavours required consideration of the defendant’s resources and financial circumstances. Whether the steps taken were sufficient, and what further steps were required, involved factual investigation unsuitable for summary determination. The meaning of information reasonably required could also require consideration of the defendant’s position, including its resources and financial circumstances.
4. The construction issue could not safely be decided summarily. The factual matrix and the context in which the parties used the word information were insufficiently evidenced, and the defendant’s construction had a real prospect of success.
5. Implied term. The implied obligation, as accepted in the Defence, was likewise an obligation to respond in a qualified way to reasonable and proportionate requests for information. It did not entitle the claimants to a full reconciliation or an account as of right. Whether the requested reconciliation was reasonable, proportionate and necessary, and the time required to provide it, raised factual issues.
6. The evidence did not establish that the defendant had no real prospect of showing that it had responded to reasonable and proportionate requests, or that the proposed order accurately reflected its obligations. Summary judgment was therefore refused on both the express information clause and the implied term.