Summary of Opinion — The Court (Judge Lake)

Factual and Procedural Background

This opinion, delivered by Judge Lake on 19 December 2025, concerns a claim by Company A (the Plaintiff) for payment of invoices for legal services rendered in connection with litigation in the Court. Company B (the Defendant) did not dispute that the services were provided but contended that when agreeing terms of engagement with Company A they acted only as agents for an identified client (Company C) and thus incurred no personal liability to pay the invoices.

The parties agreed to a preliminary proof limited to the question whether the terms of engagement imposed liability on Company B to pay Company A's fees or whether liability rested only with the ultimate client. The parties produced a joint bundle of documents and agreed those productions could be admitted in evidence without oral testimony; accordingly no oral evidence was led and the hearing proceeded on submissions and the agreed documents.

The communications forming the contract were by email. Relevant emails show an initial approach by Company B in December 2021, disclosure by Company B that Company C was their client and provision of identity documents for Know Your Client ("KYC")/anti-money laundering purposes, an exchange in which Company A proposed engaging Company B "as the client" for expedition, Company B's acceptance of the engagement letter addressed to them, and later correspondence about invoicing and re-issuing invoices to Company C. Company A issued a summary account, Company B queried the addressee and asserted they were instructing agents, and subsequent exchanges attempted to address the billing without conclusively resolving the parties' positions.

Legal Issues Presented

1. Whether the terms of engagement and the exchange of emails resulted in Company B contracting in their personal capacity and thereby incurring liability to pay Company A's fees; or whether Company B contracted as agent for a disclosed principal (Company C), in which case liability rests with Company C.
2. What principles of contract construction and agency apply to determine the capacity in which Company B entered into the contract (i.e., whether extrinsic evidence and the factual matrix may be used to ascertain whether Company B intended to incur personal liability).

Arguments of the Parties

Plaintiff's Arguments

• There are established presumptions: (a) an agent acting within authority on behalf of a disclosed principal typically creates a contract between the principal and the other party; and (b) a person who signs a written contract in their own name without qualification is presumed to have intended to be personally bound. But, in each case, the question is resolved by construction of the contract.
• The wording of the engagement (addressed to Company B and referring to "the Client") plainly imposed liability on the named client (Company B) and did not indicate that obligations were to be undertaken only on behalf of another party.
• Contextual factors — including that KYC checks were done by reference to Company B and that novation discussions proceeded on the common understanding Company B was obliged to pay — support the conclusion that Company B intended to contract as principal.

Defendant's Arguments

• The correspondence shows Company B was acting as instructing agent for a disclosed principal (Company C); the natural inference is that Company B did not incur personal liability.
• The initial inquiry came from one legal firm to another to carry out work for a client, and Company B expressly identified Company C and provided details and the identity of the individual from whom they took instructions for KYC purposes.
• The proposal to engage Company B as the client was done for expediency to simplify regulatory compliance and did not signify an agreement by Company B to assume personal liability for fees owed by Company C.
• Where identity or capacity of a contracting party is in dispute, extrinsic evidence may be admitted and the exercise of determining capacity remains objective; Company B relied on authorities supporting these propositions.

Table of Precedents Cited

Court's Reasoning and Analysis

The court began by identifying the legal principles: (a) there is a presumption that an agent signing in his own name is personally liable unless the document or surrounding circumstances indicate otherwise; (b) determining the capacity in which a signatory acted is an objective exercise that may require consideration of the communications comprising the agreement and may admit extrinsic evidence where identity or capacity is in dispute. The court expressly adopted the approach articulated by Judge Millet in The Starsin as the correct method for deciding identity/capacity issues.

Applying those principles to the agreed documentary record, the court analysed the sequence of emails chronologically:

• The initial email approach (20 December 2021) from Company B was equivocal as to whether Company B sought to instruct Company A on its own account or on behalf of a client.
• The email of 22 December 2021 identified Company C as the client, named the individual from whom instructions were taken (Person A), and provided documents for KYC purposes. The court considered this disclosure significant: it evidenced that the work was being instructed for the benefit of a disclosed principal and rebutted any prima facie inference that Company B intended to assume personal liability.
• Subsequent emails (22–23 December 2021) in which Company A proposed engaging Company B "as the client" and Company B accepted that arrangement were found to have been adopted for expediency to expedite compliance with KYC/anti-money-laundering requirements. The court considered that expediency rationale, and the parties' shared understanding that regulatory requirements could not actually be avoided, indicated no intention to alter the underlying capacity in which Company B acted.
• The engagement letter and standard terms addressed to Company B, if viewed in isolation, might suggest Company B was the contracting client. However, the court emphasised that those documents could not be read in isolation; the prior emails formed part of the factual matrix or, alternatively, admissible extrinsic evidence demonstrating that the parties understood Company B to be acting as instructing agent for Company C.
• Later correspondence and the rendering and re-issuing of invoices after formation of the contract (including accounts addressed to Company B and later reissued to Company C) were sent after the contract had been made and did not, objectively viewed, change the capacity in which Company B had entered into the contract.
• The court found that considerations of "commercial common sense" did not add decisive weight on the particular facts: the competing commercial rationales relied upon by each party did not permit an inference that Company B had assumed the risk of payment.

On that basis, the court concluded that Company B had instructed Company A on behalf of a disclosed principal (Company C), and that there was nothing in the subsequent exchange of emails or the engagement letter that demonstrated an intention by Company B to interpose its own credit and accept personal liability for fees.

Holding and Implications

Holding: The court sustained the Defendant's first plea in law and dismissed the action. In short, the Defendant (Company B) did not incur personal liability for the Plaintiff's (Company A's) fees as a result of the exchange of emails and the engagement documents.

Implications:

• The direct consequence is that Company B is not liable to pay the invoices in question; liability (if any) remains with the disclosed principal (Company C) as understood by the parties in the relevant communications.
• The decision turned on application of established principles concerning agency, signatures, and contractual construction to the specific factual matrix presented; the court did not purport to establish a new general rule of law.