Summary of Opinion — Judge Tait

Factual and Procedural Background

This is a professional negligence action brought by the Pursuer against her former solicitors (the Defenders), a partnership, concerning conveyancing for the purchase in 2012 of commercial premises described in the opinion as the subjects. The purchase price was £250,000, partly funded by borrowing from Company A. At settlement (on or about 31 August 2012) there was no local authority notice of acceptance of completion certificate for the larger development of which the subjects formed part. The Pursuer alleged she was not adequately advised about the deletion of provision in the missives requiring production of completion certificates (Clause 17.3) or otherwise protected against the omission, and that as a result she suffered loss (loss of profits claimed at £1,537,000 and inconvenience claimed at £60,000). The Defenders were also instructed to represent Company A in obtaining security for the loan. A proof hearing took evidence from multiple lay and expert witnesses. Judge Tait delivered opinion on 3 March 2026, sustaining the Defenders' pleas-in-law, granting decree of absolvitor and reserving expenses.

Legal Issues Presented

1. Whether Attorney Soper (acting for the Defenders) advised the Pursuer of: (a) the terms of the seller's qualified acceptance deleting Clause 17.3; (b) the absence of a completion certificate at settlement; and (c) the attendant risks and available alternative protections.
2. Whether, notwithstanding any such advice, the Pursuer gave clear and informed instructions to proceed to conclude missives de plano.
3. Whether the Defenders breached any duty to Company A by drawing down loan funds without advising Company A that the promised undertaking for a completion certificate would not be forthcoming.
4. Whether any breach (if established) caused the losses claimed by the Pursuer and whether those losses fall within the scope of the Defenders' duty.

Arguments of the Parties

Pursuer's Arguments

• The Defenders failed to advise the Pursuer adequately about the deletion of Clause 17.3 and the absence of a completion certificate, and failed to procure enforceable protection (such as an undertaking) before settlement.
• Had proper advice been given, the Pursuer would not have proceeded; she thus claims loss of profits and damages for inconvenience.
• The Defenders also failed to inform Company A that the anticipated undertaking would not be provided.

Defenders' Arguments

• Attorney Soper met the Pursuer, explained that no completion certificate would be available at settlement and explained the implications (relying on architect's and engineer's letters, surveyor reports and local authority inspections); the Pursuer gave clear, informed instructions to proceed.
• Any loss suffered by the Pursuer resulted from defective building works requiring remedial works, not from the temporary absence of a completion certificate; those losses were outside the scope of the Defenders' professional duty.
• The Pursuer's quantum evidence (business projections) was speculative and unreliable.

Table of Precedents Cited

Court's Reasoning and Analysis

The court undertook a credibility assessment of key witnesses and a focused legal analysis:

• Credibility: The Pursuer was found to be an unreliable witness on key points (limited recollection, inconsistent answers). Attorney Soper was found credible and reliable; the court accepted his evidence that he had met the Pursuer, had gone through the qualified acceptance, had explained that no completion certificate would be available at settlement and had advised on the implications (relying on architect/engineer letters, re‑inspection report and local authority inspections).
• Breach: The court accepted the expert opinion that a solicitor in Attorney Soper's position had a duty either to insist on retention of Clause 17.3 or to procure alternative enforceable protection unless given clear, informed instructions not to do so. The court found that clear and informed instructions were given by the Pursuer to proceed without insisting on such protection; accordingly, the Defenders did not breach their duty to the Pursuer.
• Causation and scope: Even accepting, arguendo, a breach, the court analysed causation and scope of duty using the authorities cited (Hughes-Holland, MBS, Meadows). The court found that the losses actually suffered derived from defective workmanship requiring remedial works, not from the temporary absence of the local authority's acceptance of the completion certificate. The purpose of the Defenders' duty was to guard against the risks of delay in obtaining a completion certificate (and resultant statutory prohibition on occupation), not to accept responsibility for the quality of the building works. The court concluded there was insufficient nexus between any alleged breach and the losses claimed by the Pursuer; the losses did not fall within the scope of the Defenders' duty.
• Quantum (alternate reasoning): The court, assuming it were wrong on breach and causation, evaluated the Pursuer's quantum evidence. It found the business projections speculative and inadequately supported; the expert loss calculation was a preliminary estimate dependent on the Pursuer's optimistic plan. The court assessed a modest award for inconvenience at £5,000 but found the major profit claim unproven on the balance of probabilities.

Holding and Implications

DECREE OF ABSOLVITOR

Holding: The court sustained the Defenders' fourth and fifth pleas-in-law, repelled the Pursuer's pleas-in-law and granted decree of absolvitor in favour of the Defenders.

Implications: The Pursuer's claim for damages was dismissed and the Defenders were absolved of liability. Questions of expenses were reserved. The court did not adopt a novel rule of law; the decision turned on findings of fact (credibility, scope of duty and causation) and the application of established authorities concerning standard and scope of professional duty.