AMP Advisory & Management Partners AG v Force India Formula One Team Ltd

An informal conversation may create a contract, but the court must objectively assess whether the parties intended legal relations and agreed sufficiently complete terms. The whole course of negotiations, including a draft agreement requiring signature and subsequent requests for signature, may show that no contract arose until execution. A quantum meruit may nevertheless be awarded where services were requested or accepted in the knowledge that they were not free, the claimant did not assume the risk of receiving nothing, and it would be unjust not to pay. The valuation is the objective market value of the services actually provided, not the commission that would have been payable for services which the claimant did not perform.

AMP claimed commission from Force India in connection with a sponsorship agreement between Force India and BWT AG. It alleged an oral agreement made between Mr Ramos and Dr Mallya, alternatively a contract on the terms of a draft Mandate Agreement, and alternatively restitution for services provided in securing the sponsorship.

The court considered whether any binding contract was formed, whether communications by Force India’s commercial director had contractual effect, whether the claimant introduced the sponsorship opportunity or materially contributed to the transaction, and whether a quantum meruit was justified and properly valued.

1. Contractual formation. The court applied the objective approach identified in Blue v Ashley [2017] EWHC 1928 (Comm), including the relevance of the parties’ subjective understanding in an oral agreement. An informal social setting did not prevent contractual formation, but the setting, the limited information supplied, the parties’ relationship and the subsequent communications were relevant.
2. No binding oral contract was formed at the lunch on 20 February 2017. The words indicating that Force India was open to paying an introduction fee were not intended to be legally binding. The repeated circulation and pursuit of a signed mandate supported that conclusion.
3. The messages relied upon concerning payment of 15%, approval of the livery, and agreement with BWT did not create a contract on the Mandate Agreement. Applying RTS Flexible Systems Ltd v Molkerei Alois Muller GmbH and Co KG [2010] UKSC 14, any waiver of the signature requirement had to be unequivocal. The communications, viewed in their full context, showed no such waiver. The issue of Mr Curnow’s actual or ostensible authority therefore did not arise, although the court indicated that the claimant had not established authority or a basis for relying on apparent authority without enquiry.
4. Unjust enrichment. The court adopted the structured approach in Benedetti v Sawiris [2013] UKSC 50 and Investment Trust Companies v Revenue and Customs Commissioners [2017] UKSC 29. The claimant did not introduce BWT to Force India; Mr Wolff did so. The claimant nevertheless provided intermediary and other services which Force India requested or accepted, knowing they were not intended to be free. The enrichment was therefore unjust.
5. The court applied the principles in MSM Consulting Ltd v United Republic of Tanzania [2009] EWHC 121 (QB) and Benourad v Compass Group Plc [2010] EWHC 1882 (QB). The objective value of the services had to reflect the services actually performed, the urgent commercial context and the market value to a reasonable person in Force India’s position. It was not the contractual percentage commission for an effective introduction. The court assessed the quantum meruit at £150,000.

First instance decision in the High Court (Commercial Court). No appellate history was stated in the judgment.