Ram Narayanasamy v Mr Rahman Karim
| Jurisdiction | England & Wales |
| Judge | Master Leonard |
| Judgment Date | 29 May 2020 |
| Neutral Citation | [2020] EWHC B22 (Costs) |
| Date | 29 May 2020 |
| Docket Number | Case No: SC-2019-APP-000099 |
| Court | Senior Court Costs Office |
[2020] EWHC B22 (Costs)
IN THE HIGH COURT OF JUSTICE
SENIOR COURTS COSTS OFFICE
Thomas More Building
Royal Courts of Justice
Strand, London WC2A 2LL
Master Leonard
Case No: SC-2019-APP-000099
Martin Young (instructed by Dotcom Solicitors Limited) for the Claimant
Kamar Uddin (instructed by Cambridge Solicitors LLP) for the Defendant
Hearing date: 3 March 2020
Approved Judgment
I direct that pursuant to CPR PD 39A para 6.1 no official shorthand note shall be taken of this Judgment and that copies of this version as handed down may be treated as authentic.
In November 2009 the Claimant, at the time one of two partners trading as Dotcom solicitors, entered into a contract of retainer with the Defendants. The terms and enforceability of the retainer are in issue, but for the purposes of this decision I refer to the retainer documents upon which the Claimant relies. They are a letter of retainer and a Conditional Fee Agreement (“CFA”) dated 25 November 2009. There is also some conflict in the parties' evidence as to exactly when some or all of the retainer documents were signed, but it is not necessary, for present purposes, to address that.
The retainer concerned a partnership dispute between the Defendants and Mr Gulam Khan. Mr Khan had issued proceedings against the Defendants to dissolve a partnership and to recover £50,000.
Relevant passages from the retainer letter include these:
“Mr Ram Narayanasamy, a solicitor/partner of this firm will carry out most of the work in this matter… We will send a final bill after completion of the work i.e. on receipt of damages and costs from your opponent… You may terminate your instructions to us in writing at any time subject to the Conditional Fee Agreement…”
The CFA provided for a 100% success fee. Under “What is covered by this agreement” it said:
“Your partnership action against Mr Gulam Khan… Any appeal by your opponent… Any appeal you make against an interim order… Any proceedings you take to enforce the judgment, order or agreement… Negotiations about and/or a court assessment of the costs of the claim”.
The Claimant subsequently became a sole practitioner trading under the name of Dotcom solicitors and made arrangements for the practice to be taken over by a limited company, Dotcom Solicitors Limited (“Dotcom”).
Dotcom was registered on 5 November 2012 and obtained SRA approval on 1 April 2013. The Claimant was at the time sole director and shareholder According to the Claimant's evidence, on 5 April 2013 Dotcom sent a letter to each of the Defendants (the following words are extracted from the letter addressed to the first Defendant but there are no material differences):
“We are writing to tell you that, on 1 st April 2013, the business of Dotcom Solicitors was converted to a Limited Company… You are unlikely to notice any change in the way we work. The same people will still be acting for you… All that is changing is that the company name is now Dotcom Solicitors Limited, but a limited company is just a different way of structuring the business and it won't affect you… On the reverse of this letter you will find further information…”
The reverse of each letter was headed “The effect of changing to a Limited Company” and, insofar as relevant, read:
“Unless you inform us otherwise upon receipt of this letter, we will assume that you agree to your contract(s) being transferred to Dotcom Solicitors Limited with effect from 1 st April 2013… Unless we inform you otherwise your contract has, or your contracts have, been assigned by Dotcom solicitors to Dotcom Solicitors Limited on 1 st April 2013 and this letter is our formal notice of the assignment(s)… Your continued instructions will also be taken as your consent to the transfer of any confidential information to Dotcom Solicitors Limited, together with your files and any property or monies held on your behalf… The terms of your contract(s) will not change except that your contractual relationship will be with Dotcom Solicitors Limited… Dotcom Solicitors has assigned to Dotcom Solicitors Limited its right to be paid for work done prior to 1 st April 2013. Future invoices will be issued by the company”.
In the meantime, the proceedings brought by Mr Khan had gone to a four-day trial. The Defendants had applied to stay the proceedings on the basis that the relevant partnership deed contained an arbitration clause. Mr Khan had denied the existence of such a clause and asserted that a partnership deed relied upon by the Defendant, apparently signed by him and containing the arbitration clause, was a forgery.
The matter went to trial and on 26 April 2012 the court found that the partnership deed was genuine and had been signed by Mr Khan. Mr Khan was ordered to pay the Defendants' costs. It would appear that the action did continue for a time, but was discontinued by Mr Khan by the beginning of 2013. It would also appear that the Defendants attempted unsuccessfully to join Mr Khan's wife to the proceedings and were ordered to pay her costs of the application: correspondence in relation to her claimed costs appears to have continued into late July 2013.
Mr Khan did not pay the Defendant's costs as ordered. Dotcom obtained a Default Costs Certificate against him and attempted enforcement. The Defendants say that after the trial the Claimant asked the Defendants about any assets held by Mr Khan and that they gave him a list of properties owned by him in order to help them recover costs, although he did not ask for their assistance in the enforcement process.
The Claimant says that he had been given details of Mr Khan's assets prior to the signing of the retainer, and that he took on the enforcement proceedings with the Defendants' knowledge, but was unable to continue for lack of instructions: the Defendants fell silent and failed to respond to calls from his office.
A letter dated 11 January 2013 from the first Defendant to the Claimant provides information on a number of properties owned by Mr Khan or members of his family and reads:
“I hope I don't have to further instruct you to take whatever the fair & appropriate actions to save our interest & recover all costs, because you do know my financial situations… I appreciate all your hard work and hoping to obtain all the positive result…”
Nothing was recovered from Mr Khan. Such attempts to enforce as were made, including obtaining a final charging order on 17 June 2013, proved ineffective in that respect.
On 14 January 2014 Dotcom sent a bill to the Defendants totalling £223,226.75. A brief narrative on the bill read:
“Taking instruction from you on the basis of Conditional Fee Agreement dated 25 November 2009 and preparing for the whole case and eventually succeeding in your initial application… Thereafter we are instructed to continue with the enforcement of the judgment sum and obtaining the Final Charging Order was obtained 17 th June 2013… Thereafter we have no instructions in this matter despite various assurances on the costs outstanding”.
The Defendants denied any liability to pay that bill. Some attempts at pursuing the claimed debt were evidently made by Dotcom: a Statutory Demand was served on each Defendant in April 2017. Nothing seems to have come of that.
On 10 February 2018, the Senior Courts Costs Office sealed a CPR Part 8 Claim Form issued by Dotcom and seeking an order, as against the Defendants, for the detailed assessment of its 14 January 2014 bill. On 21 June 2019 I dismissed that claim, along with an application by the Claimant to be joined as a claimant.
The claim failed because Dotcom was unable to show that there had been any agreement between Dotcom and the Claimant with the effect of transferring to Dotcom...
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