Holman Fenwick Willan LLP v Wahid Samady

A contractual payment plan may replace and extinguish underlying solicitors’ bills where it creates a genuine compromise, fixes an overall sum, materially reduces the invoiced amounts and imposes new liabilities. Enforcement is then founded on the contract, rather than the bills, so the statutory protections governing recovery and assessment of solicitors’ bills do not necessarily apply. A promise may operate both as an indemnity and as a guarantee when its wording and commercial context impose primary, joint and several liability. Accrued payment obligations survive later termination for repudiatory breach, and an acceleration clause may make the balance immediately due. On a summary judgment appeal, a bare assertion of loss unsupported by contemporaneous or corroborative evidence will not ordinarily establish a real prospect of defending the claim.

Holman Fenwick Willan LLP sought recovery of sums under a July 2020 payment plan signed by Wahid Samady personally and on behalf of three companies. The plan consolidated outstanding fees owed to HFW and an associated entity, MEA LLP, and provided for accelerated payment of the balance if instalments were missed.

A Master granted summary judgment for £417,000 plus interest. Mr Samady appealed, arguing that the July Letter was only a guarantee, that HFW could not recover sums relating to MEA LLP, and that the Solicitors Act 1974, alleged disclosure failures and repudiatory breach provided triable defences.

1. Appeal dismissed. The July Letter was construed contextually. It created primary liability as well as guarantee obligations. The original invoices had been subsumed and extinguished by a new payment plan imposing joint and several liability for an overall compromised sum. The word guarantee therefore did not prevent the arrangement from operating as an indemnity in part or in substance.
2. The claim was brought under the July Letter, not under the invoices. The fact that some underlying liabilities related to MEA LLP did not provide a defence. The evidence supported the Master’s conclusion that HFW and the associated entities were acting together, with an inference of subsequent apportionment or discharge.
3. The Solicitors Act 1974 did not provide a defence. The agreement was a genuine contractual compromise, not an attempt to circumvent the statutory regime. Its substantial reductions, overall payment structure, inclusion of third-party obligors and additional obligations meant that no part of the payment plan remained referable to particular bills. This conclusion applied whether the promise was characterised as an indemnity or a guarantee.
4. No implied term required HFW to exercise reasonable skill and care in the disclosure work for the benefit of Mr Samady and the other companies. HFW’s relevant duty was owed under the original retainer to the Tolworth Towers company. In any event, the alleged £90,000 loss was unsupported by sufficient particularity or corroborating evidence and disclosed no real prospect of success.
5. Even assuming an implied term, breach, repudiation and acceptance, the missed instalment triggered the acceleration clause before any alleged acceptance of repudiatory breach. Accrued payment rights survived termination. There was no total failure of consideration. Summary judgment was therefore appropriate.

The judgment records an appeal from summary judgment granted by Master Cook. The High Court dismissed the appeal and upheld the order for £417,000 plus interest.