Judicial Opinion — Structured and Anonymized Summary

Factual and Procedural Background

This opinion (delivered by Judge [Last Name]) concerns an action raised by the Pursuer, a practising solicitor operating under the trading name Firm A, against Company A (the defender), arising from ongoing complaint proceedings before The Tribunal. The Tribunal proceedings concern an allegation of professional misconduct founded on a letter the Pursuer sent to Client on 22 January 2020.

The Pursuer seeks a declarator that Client breached a contract for legal services concluded on 21 June 2019 and implicitly withdrew instructions on 8 January 2020, thereby terminating the solicitor-client relationship as at that date. The Pursuer amended his case on the morning of debate to adopt that formulation.

The factual narrative as averred by the Pursuer (only): between 2012 and 2018 Client was a client of Solicitor C. In March 2019 the Pursuer established Firm A and registered Solicitor C there. In June 2019 the Pursuer and Solicitor C met with Client and, according to the Pursuer, Client agreed to withdraw an earlier complaint against Solicitor C. The Pursuer says he agreed to act for Client pro bono in civil proceedings. Substantial work followed, but by late 2019 Client allegedly ceased to respond. The Pursuer avers that Client contacted Company A on 8 January 2020 and that Company A and Client did not notify the Pursuer of those communications; the Pursuer says he did not become aware of that contact until 22 August 2023.

The letter of 22 January 2020 from the Pursuer to Client (set out in the pleadings) warned of a potential conflict and invited Client to respond within seven days; that letter is the subject-matter of the complaint before The Tribunal.

Procedurally, the relationship between the Pursuer and Client had previously been the subject of three interlocutors in this court (decrees in absence and a decree dated 26 February 2024 declaring the contract frustrated and the solicitor-client relationship terminated as at 8 January 2020). Company A was not a party to those prior proceedings. In the present action the Pursuer sues Company A seeking a declarator as to the contractual breach and termination date. Company A seeks dismissal on grounds that the action is unnecessary and the Pursuer's averments are irrelevant.

Legal Issues Presented

1. Whether the Pursuer's pleaded case — that Client breached the contract on 8 January 2020 and implicitly withdrew instructions so as to terminate the solicitor-client relationship as at that date — is legally relevant (i.e. capable of supporting the declarator sought) given the Pursuer's own averment that he did not learn of Client's actions until 2023.
2. Whether the action is necessary or would have any practical effect, especially in light of (a) prior decrees in absence obtained by the Pursuer against Client to which Company A was not a party and (b) the ongoing complaint proceedings before The Tribunal.
3. Whether, as a matter of procedure and judicial economy, the relevant issues can or should instead be determined in the ongoing disciplinary proceedings before The Tribunal.

Arguments of the Parties

Defender's (Company A's) Arguments — advanced by Attorney Breen

• The action is unnecessary because the subject-matter (the letter of 22 January 2020) was admitted and Company A is entitled to pursue complaint proceedings regardless of whether Client was formally a client: a solicitor's letter to a non-client can still give rise to a complaint (relying on a cited authority and statutory provision).
• Prior decrees in absence obtained by the Pursuer against Client do not bind Company A and do not alter the admitted fact that the Pursuer wrote the letter; they do not give rise to res judicata between the Pursuer and Company A.
• The Pursuer's pleaded basis for the declarator is legally irrelevant because the purported repudiation by Client on 8 January 2020 was not known to, and therefore not accepted by, the Pursuer until 2023; an unaccepted repudiation has no legal effect.
• Even if the Pursuer's averments were proven, the declarator would have no practical effect on the ongoing disciplinary proceedings and so the action should be dismissed as having no useful result.

Pursuer's Arguments

• The purpose of the action was to determine the extent of the solicitor-client relationship in January 2020 because that factual-legal question is relevant to the assessment of professional misconduct in the ongoing complaint before The Tribunal; it is not merely academic.
• The prior interlocutor of 26 February 2024 could not bind Company A (it was not a party), which justified bringing the present action against Company A to obtain a declarator with effect vis-à-vis Company A (see the Pursuer's Article 20 averments).
• The Pursuer relied on the established test for professional misconduct requiring consideration of the "whole circumstances" (a cited authority) and submitted that the question of Client's status in January 2020 was material to those circumstances.
• The Pursuer sought decree de plano, or failing that, permission to proceed to proof before answer.

Defender's Reply at Debate

• Company A noted that, if the extent of the solicitor-client relationship were relevant to Company A's case in the disciplinary proceedings, that issue could be raised and determined within those proceedings before The Tribunal; Company A offered to deal with the matter there.

Table of Precedents Cited

Court's Reasoning and Analysis

The court structured its analysis by first addressing the legal relevance of the Pursuer's case because irrelevance would render the action unnecessary. The core of the Pursuer's pleaded case (Article 20 of condescendence) was that Client breached the contract on 8 January 2020 by contacting Company A and thereby implicitly withdrew instructions so that the solicitor-client relationship ended that day. The court identified that the particular act relied upon as breach was Client's contact with Company A on 8 January 2020.

The decisive factual point was that the Pursuer himself averred he did not become aware of Client's contacting Company A until 22 August 2023. On those averments, as at 8 January 2020 the Pursuer neither knew about nor accepted any repudiation. The court applied the well-established contract principle that an unaccepted repudiation has no legal effect (summarised from the cited authority): a repudiation not communicated and not accepted confers no legal consequences. Because, on the Pursuer's own case, the repudiation was neither communicated nor accepted until much later, the alleged breach could not have had the legal effect the Pursuer sought (termination effective 8 January 2020).

The court noted the Pursuer did not advance any substantive counter to this point in writing or orally. Consequently, even if the Pursuer proved all averments, he would not be entitled to the declarator sought. The court therefore concluded the Pursuer's case was legally irrelevant and dismissed it on that basis.

The court further addressed necessity. Even if the Pursuer's declarator were granted, the court was not persuaded it would have any practical effect on the complaint proceedings since, on the Pursuer's own averments, the Pursuer was unaware of Client's conduct when the contested letter was drafted and sent. The court also observed that prior decrees in absence obtained by the Pursuer against Client did not bind Company A (as Company A had not been a party), so res judicata could not be invoked to bind Company A. The court accepted that matters relevant to professional misconduct might be considered in The Tribunal, and Company A could raise the extent of any solicitor-client relationship in those proceedings.

Holding and Implications

Holding: The court sustained Company A's second plea-in-law (challenge to relevancy) and dismissed the action. The court reserved all questions of expenses for the time being.

Implications:

• The direct effect is that the Pursuer's declarator against Company A is dismissed and no declarator is pronounced in favor of the Pursuer in this action.
• The dismissal was grounded on legal irrelevancy (unaccepted repudiation) and the lack of any practical effect the declarator would have on the ongoing disciplinary proceedings. The court did not reach any novel legal principle and did not set new precedent.
• The court indicated that issues concerning the extent of the solicitor-client relationship, insofar as they are relevant to Company A's consideration of professional misconduct, can be addressed within The Tribunal proceedings; the court did not prohibit Company A from litigating those points in the disciplinary context.
• Questions of expenses were reserved; no final decision on costs was recorded in the opinion.

Note on anonymization: all personal names and firm names appearing in the original opinion have been replaced with consistent placeholders (e.g., "Pursuer", "Company A", "Client", "Solicitor C", "Firm A", "Firm B", "Agency A", "The Tribunal", "Judge [Last Name]", "Attorney Breen") to protect personally identifiable information while preserving the legal content and reasoning present in the original text.