The Winros Partnership v Global Energy Horizons Corporation

A solicitor’s entitlement to payment after ending an entire retainer depends on the contract and the applicable common-law default. Where a conditional fee agreement allocates the risks of termination, a solicitor cannot use unjust enrichment to obtain payment inconsistent with that allocation. Acceptance of the client’s repudiatory breach gives rise to damages for future loss, but does not revive a contractual termination mechanism or create an alternative restitutionary claim. Detailed assessment under section 70 of the Solicitors Act 1974 reviews the bill and is not an enforcement process. General restitutionary claims should ordinarily be determined in separate proceedings, with any assessment stayed if necessary.

Global Energy instructed Rosenblatt under three conditional fee agreements. The relevant agreement, CFA-3, was an entire conditional fee retainer. Rosenblatt could terminate under clause 14.3 if the client failed to meet its responsibilities and thereby recover fees for work done to termination and disbursements. Instead, Rosenblatt accepted Global Energy’s repudiatory breach and brought a damages claim.

Global Energy sought detailed assessment of Rosenblatt’s bills. The Senior Costs Judge held that Rosenblatt was not entitled to deliver the 2016 bill and assessed it at nil. Rosenblatt appealed, contending that it had a restitutionary quantum meruit claim based on total failure of basis and that the bill could be assessed other than at nil. The central issues were whether there had been a total failure of basis and whether detailed assessment was an appropriate forum for resolving that claim.

1. Appeal dismissed. CFA-3 was an entire contract. The parties’ contractual allocation of the consequences of performance, non-performance and termination governed Rosenblatt’s entitlement to payment.
2. The common-law rule is that a solicitor who ends an entire retainer for good cause or on reasonable grounds may recover for work done before termination, subject to the retainer’s terms. Express contractual provisions displace that default. Clause 14.3 would have entitled Rosenblatt to fees and disbursements had it been invoked, but Rosenblatt did not rely on it. No obligation to pay under that clause accrued.
3. Acceptance of Global Energy’s repudiatory breach terminated CFA-3 and left Rosenblatt with a claim in damages for future loss. It also prevented Rosenblatt from subsequently invoking clause 14.3. The accepted repudiation did not create a restitutionary route duplicating the contractual allocation.
4. There was no total failure of basis. CFA-3 was a detailed contingent-fee agreement which anticipated several termination risks. Permitting a restitutionary quantum meruit would disturb the contractual allocation of risk. The existence of a damages remedy did not justify an alternative claim in unjust enrichment.
5. Detailed assessment under section 70 of the Solicitors Act 1974 enables review of a solicitor’s bill; it does not enforce a solicitor’s asserted debt. A wholly restitutionary claim is therefore unsuitable for determination within the assessment. The appeal against the nil assessment was dismissed.

• Chancery Appeals (ChD) — The appeal from the Senior Courts Costs Office was dismissed. The court had earlier dealt with a separate abuse-of-process limb in [2025] EWHC 2044 (Ch), granting permission but dismissing that appeal.
• Senior Courts Costs Office — Senior Costs Judge Gordon-Saker upheld Objection 1 and assessed Rosenblatt’s 2016 bill at nil.