Singh & Ors v Ingram

Factual and Procedural Background

This appeal concerns the retrospective effect of a Conditional Fee Agreement ("CFA") entered into on 24 March 2015 between the respondent and his solicitors, Company B. The respondent, acting as liquidator of Company A, initiated proceedings against the appellants, who were former directors and others involved in Company A's management. The trial judge found against the appellants, making adverse findings about their conduct and ordered them to pay the respondent’s costs on an indemnity basis. The assessment of costs was contentious, particularly whether the CFA had retrospective effect. The Costs Judge and a subsequent judge both held that the CFA was retrospective. The appellants, unsuccessful defendants in the original proceedings, now appeal that conclusion.

Legal Issues Presented

1. Whether the Conditional Fee Agreement signed on 24 March 2015 had retrospective effect covering work done prior to its execution.
2. Whether the terms of the CFA were sufficiently clear and unambiguous to establish retrospectivity.
3. Whether the definition of "the Claim" in the CFA was descriptive only or fixed the period of chargeable work.
4. Whether the factual matrix and parties’ knowledge affect the interpretation of the CFA's retrospectivity.
5. Whether any alleged breach of solicitors’ regulatory duties by failing to explain the retrospective effect impacts the CFA’s validity or interpretation.

Arguments of the Parties

The opinion does not contain a detailed account of the parties' legal arguments.

Table of Precedents Cited

Court's Reasoning and Analysis

The court began by applying established principles of contractual interpretation, focusing on the objective meaning of the CFA’s language in its factual and contractual context. The CFA was examined primarily through clauses 2 and 4.1 and the definition of "the Claim," which included reference to the period since 30 March 2012, predating the CFA’s execution.

The court found the CFA plainly retrospective because it covered all work done and to be done on the Claim without temporal distinction. The absence of explicit use of the word "retrospective" did not preclude such an interpretation, as no particular form of words is required to establish retrospectivity under the law.

The court rejected the appellants’ argument that the definition of "the Claim" was merely descriptive and did not fix the period of chargeable work. Instead, the definition was understood to encompass work done since March 2012, thus supporting retrospectivity.

The court also dismissed the argument that the CFA’s terms had to be "pieced together" from definitions to establish retrospectivity, holding that the use of defined terms in commercial contracts is standard and legitimate.

Regarding the factual matrix, the court acknowledged prior retainer agreements and an oral understanding but found these did not override the express terms of the CFA. The court emphasized that subjective knowledge or lack of advice about retrospectivity does not alter the contract’s meaning.

Alleged breaches of solicitors’ regulatory duties by failing to advise the respondent about the retrospective effect were found irrelevant to the CFA’s construction. The court noted that such breaches, even if established, do not affect the contract’s enforceability and relate to disciplinary matters rather than contractual validity.

Holding and Implications

The court DISMISSED the appeal, affirming the lower courts’ decisions that the Conditional Fee Agreement was retrospective in effect.

The direct consequence is that the CFA covers work done by the solicitors prior to its execution date, obliging the respondent to pay fees accordingly. No new legal precedents were established; the decision confirms the application of established principles of contract interpretation and the permissibility of retrospective CFAs under current law.