SAJJAD SOOFI and RUMELLA SOOFI AGAINST JEFFREY MARTIN DYKES

Factual and Procedural Background

The Plaintiff, as assignees of Company A (in administration), brought a claim against the Defendant for professional negligence arising from his role as solicitor advising Company A on its purchase of a petrol station. The claim alleged that the Defendant breached his contractual and professional duties by failing to advise Company A to secure a warranty from the seller regarding the accuracy and completeness of financial information provided. The Plaintiffs contended that this failure led to an overestimation of the business value by £385,000. The Defendant was absolved by the Lord Ordinary in an interlocutor dated 2 August 2019, and the Plaintiffs appealed that decision. This reclaiming motion follows a prior decision on the relevancy of the claim dated 22 June 2017.

Legal Issues Presented

1. Whether the Defendant breached his contractual and/or professional duty to advise Company A to obtain a warranty from the seller regarding financial information.
2. Whether the alleged breach caused loss to Company A due to inaccurate financial information.
3. Whether the Lord Ordinary erred in his evaluation of evidence and expert testimony concerning liability, causation, and loss.
4. Whether the Defendant’s conduct met the standard of care required of a solicitor in the circumstances.

Arguments of the Parties

Appellant's Arguments

• The Lord Ordinary erred in rejecting the evidence of the Plaintiffs’ expert accountant, who stated that the discrepancy between the seller’s accounts and VAT returns was due to non-vatable goods, and that the seller admitted the accounts were false.
• The Lord Ordinary failed to give appropriate weight to the Plaintiffs’ expert valuer’s opinion that false accounts would negatively affect goodwill.
• The Defendant’s counsel made an erroneous assertion regarding the completion of a part of the missives, though this was held to have no impact on the decision.
• The Lord Ordinary gave insufficient weight to the Plaintiffs’ expert on solicitors’ practice, who opined that the Defendant was negligent; the Defendant’s expert did not produce a report but was preferred due to familiarity with the case files.
• The Plaintiffs raised an unsubstantiated allegation that an email from the Defendant to the first Plaintiff, used in evidence, was fabricated.

Respondent's Arguments

• The Defendant’s evidence, contemporaneous documents, and expert testimony were preferred by the Lord Ordinary.
• The Defendant had properly advised the first Plaintiff, explaining the contractual changes thoroughly, including deletion of terms that would have required the seller to warrant financial information.
• The seller would not have agreed to provide a warranty, and Company A would have proceeded with the purchase regardless.
• The financial information provided was not proven inaccurate; it was more likely the VAT returns were incorrect.
• The alleged email’s existence was not substantiated, and the court found no reason to believe it was fabricated.

Table of Precedents Cited

No precedents were cited in the provided opinion.

Court's Reasoning and Analysis

The court carefully reviewed the evidence and expert testimony, preferring the Defendant’s account and contemporaneous documents over that of the Plaintiffs. The Lord Ordinary found that the Defendant had meticulously explained the contractual terms and changes to the first Plaintiff, including the deletion of provisions that would have required the seller to warrant financial information. The court accepted that the seller would not have agreed to such a warranty and that Company A would have proceeded with the purchase regardless. The court was not persuaded that the financial information was inaccurate, finding it more likely that the VAT returns were incorrect. The court also rejected the allegation of a fabricated email due to lack of evidence. The expert testimony supporting negligence was found insufficient, especially since the Defendant’s explanation, if accepted, negated the claim. The court concluded that the Plaintiffs failed to establish liability, causation, or loss, and thus the reclaiming motion must fail.

Holding and Implications

DISMISSED

The court upheld the Lord Ordinary’s interlocutor absolving the Defendant of professional negligence. The Plaintiffs’ appeal was rejected on all grounds. The decision confirms that the Defendant’s conduct met the requisite standard of care and that the Plaintiffs failed to prove the necessary elements of their claim, including breach, causation, and loss. No new precedent was established; the ruling directly affects only the parties involved.