Barton v Gwyn-Jones & Ors

The appellant claimed an introduction fee of £1.2m said to be payable if he introduced a purchaser who bought Nash House for £6.5m. The High Court found an oral agreement existed but that the sale completed at £6m, and dismissed the contractual claim and an alternative unjust enrichment claim, applying [2011] EWCA Civ 930. The appellant appealed the rejection of restitution/quantum meruit and the valuation. The Court of Appeal allowed the appeal, holding the contract was silent as to a lesser price and did not preclude restitution or an implied-term claim; it assessed reasonable remuneration as 7.25% of the sale price (£435,000).

1. Disposition: Appeal allowed; appellant entitled to remuneration of £435,000 (7.25% of the £6m sale price).
2. Construction and effect of the Agreement (paras [20]–[34], [56]–[63]): the oral agreement, objectively construed, provided that £1.2m would be payable if the introducer procured a purchaser at £6.5m, but it was not an "if and only if" term that precluded any payment where completion occurred at a lower price. The judge's factual findings that the parties had not addressed what would happen at a lower price meant there was no contractual allocation of the risk that would bar restitution.
3. Unjust enrichment/quantum meruit (paras [15], [31]–[39], [73]–[77]): where the contract is silent on a contingency, a claimant may recover by way of unjust enrichment or, alternatively, by quantum meruit based on an implied term; the court may award reasonable remuneration for an accepted and beneficial service. The court distinguished Macdonald Dickens & Macklin v Costello ([2011] EWCA Civ 930) on the facts because that case bore on enforcing parties' express allocation of risk, which is absent here.
4. Valuation of the benefit (paras [42]–[53]): applying the objective market-value approach explained in Benedetti v Sawiris, the agreed figure of £1.2m was rejected as unreliable evidence of market value because it reflected extraneous considerations. In the absence of better evidence, the judge sensibly relied on comparable introducer agreements entered into by the vendor and fixed an objective value of 7.25% of the sale price, amounting to £435,000.
5. Implied term (paras [39]–[43], [75]): the court accepted that an implied term for reasonable remuneration could have been recognised; whether analysed as restitution or quantum meruit, the outcome on the facts was the same.
6. Practical guidance: where parties negotiate an express event-based fee but remain silent as to lesser outcomes, courts will not automatically allow the express term to exclude a recovery by way of restitution or implied-term remuneration; assessment follows objective market-value principles.

• High Court (Chancery Division): HHJ Pearce, [2018] EWHC 2426 (Ch) — dismissed appellant's claims in contract and unjust enrichment; indicated a notional valuation of benefit.
• Court of Appeal (Civil Division): Asplin LJ (majority), Males LJ, Davis LJ — allowed appeal, held contract did not preclude restitution or implied-term remuneration, fixed payment at £435,000.