Estate agents — Commission and fees — Estate agents fail to establish claim against property developers — Judge’s sympathy with agents, but evidence insufficient — Plaintiff estate agents, who had been involved in previous business dealings with the defendants, claimed that it had been agreed at a meeting with them that the plaintiffs would be retained as sole or joint sole agents for the letting and sale of a particular property, that a letting fee had been arranged whether the plaintiffs were responsible for the letting or not and that on the sale of the property following its development and letting the plaintiffs would receive a project management fee; there were certain alternative claims — In correspondence immediately following the meeting the plaintiffs set out what they understood to be the agreed terms of their instructions — Defendants replied, under the heading ‘subject to contract and subject to planning’, to the effect that the contents of the plaintiffs’ letter were confirmed with an amendment to indicate that the agency might be either a sole or a joint sole agency — Subsequent correspondence over a period of years showed increasing concern by the plaintiffs as to whether the defendants were fulfilling their side of what the plaintiffs believed to be the bargain — Eventually the plaintiffs discovered that the subject property had been let without their knowledge by the defendants and the present action was commenced — Defendants denied that any such instructions had been agreed as the plaintiffs claimed
after considering a number of authorities cited to him, decided in favour of
the defendants — The meeting on which the plaintiffs relied did not give rise
to any definite and legally binding agreement — Contrary to the plaintiffs’
submission, the phrases ‘subject to contract’ and ‘subject to planning’, in the
defendants’ letter acknowledging the plaintiffs’ statement of the alleged
terms, governed the commission and fees arrangements as well as the purchase
contract — Further, there was no agreement as to the payment of agency and
project management fees if, as happened, the defendants let the subject
property and there was no sale — There were no grounds for implying a ‘business
efficacy’ term to assist the plaintiffs — The later correspondence reflected
little credit on the defendants, but did not reflect the acceptance of the
obligations which the plaintiffs sought to enforce — ‘Much sympathy’ for the
plaintiffs, but judgment for defendants
The following
cases are referred to in this report.
Bentall,
Horsley & Baldry v Vicary [1931] 1 KB
253
Lamb (WT)
& Sons v Goring Brick Co Ltd [1932] 1 KB
710
Luxor
(Eastbourne) Ltd v Cooper [1941] AC 108;
[1941] 1 All ER 33, HL
The plaintiffs
at the material time were Ronald Preston & Partners, estate agents and
surveyors. The defendants, Markheath Securities plc, were property developers.
The plaintiffs’ claim against the defendants is set out in detail at the
beginning of Nolan J’s judgment. The subject property was Stanmore Hall, a
listed building, and its adjacent land.
Michael Burton
QC and A J Trace (instructed by Tarlo Lyons Randall Rose) appeared on behalf of
the plaintiffs; P Rawls (instructed by T A Steele, solicitors’ department,
Markheath Securities plc) represented the defendants.
Giving
judgment, NOLAN J said: The plaintiffs are estate agents and surveyors. The
defendants are property developers. The plaintiffs’ business was carried on
until March 1 1985 by a firm called Ronald Preston & Partners. The crucial
events in this case happened before that date, and so when I refer to the
plaintiffs I mean Ronald Preston & Partners. The senior partner was Mr
Ronald Preston.
In December
1980 he was engaged in negotiations with the defendants for the purchase by
them of a property known as Stanmore Hall and its adjacent land. Mr Preston’s
role in the transaction was twofold. First, he was acting as agent for the
vendors of the property, a company called Hestia NV. Second, with Hestia’s full
knowledge and approval, he was concerned on his firm’s account to ensure that he
would be retained by the defendants as their agent. It is the latter aspect of
the negotiations with which this case is concerned. The plaintiffs say that at
a meeting that took place on December 11 1980 it was expressly agreed that the
plaintiffs should be retained as sole or joint sole agents for the letting and
sale of the property; that for the letting of the property the plaintiffs would
receive a fee of 10% of the first year’s rent in any event, and whether they
were responsible for the letting or not; and further, that on the sale of the
property which was to follow its development and letting, the plaintiffs were
to receive a project management fee of 3% of the price realised, irrespective
of whether or not project management services were in fact required of the
plaintiffs.
As regards the
project management fee the plaintiffs contend in the alternative that it was an
implied term of the agreement between them and the defendants that the property
would be sold following the development and letting; and that if the defendants
decided not to sell, they were to pay the plaintiffs 3% of the price which the
property would have fetched. In the further alternative the plaintiffs contend
that the defendants warranted that they would sell and pay the plaintiffs the
3% fee and that in the absence of a sale the defendants must pay an equivalent
amount by way of damages for breach of the warranty.
The
defendants, for their part, deny that any contract was made between them and
the plaintiffs on December 11 1980, let alone one incorporating the express or
implied terms or warranty asserted by the plaintiffs. The issue between the
parties arises because the property was let by the defendants in the early
summer of 1985 without the assistance or knowledge of the plaintiffs, and it
has not been sold. The plaintiffs say they are entitled to their commission and
project management fee or damages in lieu. The defendants say that they are
not.
Everything
turns on what was or was not agreed at the meeting on December 11 1980. It is
common ground that the words used at the meeting are substantially reflected in
an exchange of letters which took place between the parties. Those letters have
been supplemented by the evidence of Mr Preston. I have heard no evidence from
Mr Springer, the director of the defendants who dealt with the matter
throughout on their behalf, nor has any other witness been called by the
defendants. I shall come to the evidence of what took place at the meeting as
soon as possible, but the parties agree that the words used have to be
construed in the context of the surrounding circumstances, and so I must deal
briefly with the history of the matter.
Hestia NV was
a company formed by a Mr Watts and a Mr Stanton in 1980. Mr Stanton had the
conduct of its affairs. Mr Watts and Mr Stanton had bought Stanmore Hall in
1977 for £160,000, and Hestia NV was formed to take the property over. Stanmore
Hall is a listed building standing in a conservation area. Subject to all of
the necessary consents, it was suitable to be redeveloped for office use.
Messrs Stanton and Watts were dealers not developers. They had need of Mr
Preston’s expertise in making plans for the development of the property. The
terms on which he was finally engaged for this purpose are set out in a letter
written to him by Mr Stanton on June 26 1978. In that letter, the material part
reads:
1 That you are appointed project managers for
the development of the hall and upper part of the site. Your fee will be 5% of
the net profit working from a base of £160,000. It is intended that the hall
and permitted parts of the site be developed as 25,000 to 30,000 sq ft of
offices and subsequently let, with the resulting investment being sold to an
institution or investor. As project managers it is understood that you will be
undertaking all appropriate work to bring the stated venture to a successful
conclusion, including any surveys, feasibility studies, specification writing,
planning applications, site and building supervision, marketing, and financial
counselling.
2 Your firm is to receive in addition to the
project management fee a commission of 2 1/2% on the eventual sale price of the
completed project upon completion by a purchaser. On a letting you are to
receive 10% of the first year’s rent received from a lessee.
3 As a token of appreciation of your current
activity and assistance, it is agreed that should the hall be sold prior to the
commencement of this project, you are to receive a fee of 2% of the sale price
notwithstanding that the sale may be effected by another agency.
Between 1978
and 1980 Mr Preston did a great deal of work falling within the scope of
project management as described by Mr Stanton in his letter. By 1980 it had
become clear that the planning authorities would grant permission only if the
property were to be developed by a recognised development company such as the
defendants. Accordingly, Mr Preston was instructed by Hestia to negotiate the
sale. The price ultimately paid by the defendants was £550,000, and the
plaintiffs were paid a sum of £33,000 by Hestia for their services. That was
much less than the plaintiffs could have hoped to earn if the development had
been completed and the property then sold by Hestia, as contemplated in Mr
Stanton’s letter of June 26 1978. Hence Mr Preston’s concern that his firm
should be retained by the defendants on similar terms.
Mr Stanton,
for his part, was well content that this object should be pursued. He trusted
Mr Preston to get the best obtainable terms for Hestia, and it was in Hestia’s
interests that the plaintiffs should be taken over by the purchasers, because
that would remove any danger of the plaintiffs’ maintaining that Hestia had
broken its contract with them by selling out prematurely.
Mr Stanton,
whose evidence I accept both in this respect and generally, said that he was
accordingly pleased when he was subsequently told, both by Mr Preston and by Mr
Springer, that the plaintiffs and the defendants had come to an arrangement. He
did not know, however, what the terms of the arrangement were, nor according to
the evidence before me could Mr Springer have known of the terms of the arrangement
between the plaintiffs and Hestia.
I come now to
the correspondence which followed the meeting of December 11 1980. On that day
Mr Preston wrote to Mr Springer saying:
Following our
meeting this morning I confirm that I am approaching my clients with your
amended offer of £550,000 subject to contract, and subject to planning consent
for a development of approximately 35,000 sq ft of offices and I hope to give
you their firm response within a day or two. In the meantime may I confirm the
general basis on which it was agreed my firm would be retained as your agents
in handling the development: (1) It was agreed that Ronald Preston and Partners
would be sole
and then in
manuscript has been added ‘or joint sole’
agents, in
connection with the letting of the final development, and the fees will be paid
in accordance with the normal scale, ie 10% of the first year’s rent plus VAT.
(2) Following completion of the development the investment is to be sold and my
firm will be paid a 3% project management fee based upon the price realised for
the property. (3) We agreed that although we could not specifically cover the
point of remuneration following a particularly successful development, we
agreed that if the final results were very satisfactory from your company’s
point of view you would be prepared to consider in principle payment of a bonus
commission. For the sake of the records we agreed that a reasonable developer’s
profit would be 20 to 25%, and if figures beyond this level are achieved this
additional arrangement would be discussed further.
Mr Springer
replied on December 15 in these terms, under the heading ‘Subject to contract
and subject to planning’:
I acknowledge
receipt of your letter of 11th inst, the contents of which have been duly noted
and are confirmed with the exception of point 1, which should read ‘sole agents
or joint sole agents’, but the fee will be the same.
On December 17
Mr Preston wrote again to Mr Springer saying:
I acknowledge
with thanks your letter of December 15 and would only add the point agreed at
our meeting this morning which was that in the event of your company reselling
the site, you would impose the condition upon any purchasers that my firm would
be retained on a similar basis to that already agreed.
The next
letter of significance was written by the defendants on February 1 1982. In
that letter Mr Springer wrote to Mr Preston:
Further to
our recent discussions regarding our arrangements for the above I would confirm
that we will have to re-open the question of fees as this is not the same
scheme where we were able to give you such a generous fee. In the meantime we
are still waiting to hear from the local authority regarding the planning
aspect, and as soon as we have further information I will contact you again.
That letter
reflects the fact that it had by then become clear that planning permission was
to be granted for only 30,000 sq ft and not 35,000 sq ft.
Mr Preston
replied on February 4 1982:
Thank you for
your letter of February 1. I appreciate that it may be necessary to re-open the
discussion on fees in this matter, and may I suggest that we await the outcome
of the planning applications and see the content of the final scheme before
further discussion takes place.
On February 8
1982 Mr Springer replied:
I acknowledge
receipt of your letter of 4th inst, the contents of which have been duly noted,
but I think we should get the position straight and come to a new agreement
within the next week.
In the event
no further negotiations were ever conducted between the parties over their
terms or fees.
On November 23
1982 the purchase agreement was duly made for the defendants to buy the
property for the sum of £550,000. On January 31 1983 Mr Preston writes to Mr
Springer saying:
Following our
conversation of Friday of last week I confirm that boards have now been ordered
for erection at Stanmore Hall and hopefully they will be in position within a
week or so. I have told the contractors to contact us when they are ready so
that either I or my representative can meet them to ensure that the position is
satisfactory.
It was a
matter of considerable importance to Mr Preston to get his firm’s board on the
site, which was a site which commanded great prestige, and to have it known
that his firm were acting for the owners in the matter.
On February 23
1983 Mr Preston again wrote to Mr Springer saying:
You will
recall that it was agreed that a board could be erected and your precise
instructions were followed. Within a matter of days the board was removed and I
am anxious to know why. Quite apart from anything else, I have a bill for £120
and I think that I am at least entitled to an explanation.
Mr Springer
wrote back on February 28 saying:
I did not
know that your boards had been taken down and can only apologise for this.
Whilst writing I refer to our correspondence last year relating to the fee
arrangements. You were going to let me have your comments so that I can discuss
them with my co-directors.
Mr Preston, in
his evidence, said that the disappearance of the boards marked the beginning of
the suspicions which he began to harbour about Mr Springer’s intentions. Mr
Preston none the less remained under the impression that he was the sole agent,
and he remained ready, willing and able to do everything in his power to assist
the defendants in completing and marketing the property. He and one of his
partners referred to his firm as the agents in correspondence with potential
tenants whom he introduced to Mr Springer, and nothing was said by Mr Springer
to suggest that he should not do so.
On July 28
1983 Mr Preston wrote again to Mr Springer saying:
It occurs to
me that we still do not have a board on the site and I wonder if you are yet in
a position to reconsider the former decision.
He received
this reply on July 29:
Many thanks
for your letter on 28th inst, the contents of which have been duly noted, but I
have already taken care of this for you.
That cryptic
phrase was never explained, but the board never reappeared on the site.
Other firms,
unknown to Mr Preston, were contacted by Mr Springer, it seems from this time
onwards. On August 5 1983 Edward Erdman wrote to Mr Springer saying:
I refer to
our inspection of the above-mentioned property
that is
Stanmore Hall
yesterday,
and I must confirm that this development seems to be an extremely exciting
proposition. I can only say that my firm would be more than delighted to become
involved, either as your sole or joint agents.
Edward Erdman
received a reply dated August 8 from Mr Springer saying:
As mentioned
at our meeting we will not be issuing instructions to any agent for at least
another three months.
Mr Preston
received a letter from Mr Springer dated March 29 1984 saying:
I refer to
various discussions and correspondence relating to the above and I would like
to see if we can finalise terms for an agency appointment for this development.
To enable me to consider this in detail could you please send me a brief note
advising how you would market the development. Please also indicate how you
think your practice would be able to provide a continuing and satisfactory
level of service, and which office would be handling the matter.
To that Mr
Preston wrote a full and considered reply as to the manner in which he would
propose to handle the marketing of the property.
His letter was
acknowledged on April 3 1984 by Mr Springer, who said:
Thank you for
your letter of April 2. Your general scheme is interesting and I agree that the
advertising and marketing of this prestige development needs careful
consideration and co-ordination. I had also hoped, however, that you would give
me an indication of the rent levels which you anticipate being able to achieve,
assuming that the building is finished at the end of December 1984.
Again Mr
Preston replied at length with his views on this matter.
On April 17
1984 a letter was written by a firm called Gordon Hudson & Co, another
agent in the north London area near Stanmore Hall, saying to Mr Springer:
Whilst
writing I take this opportunity of confirming your verbal instructions that you
will be appointing ourselves and Richard Ellis as joint sole agents in the
disposal of these premises, and confirm that when the premises are either let
or sold we will look to you for either a letting fee of 15 per cent plus VAT or
the sale fee of 3 per cent plus VAT to be equally divided between ourselves and
Richard Ellis.
Edward Erdman
at about this time were far from pleased to be approached by Richard Ellis on
the basis that the latter were instructed to market the property.
I next refer
to a letter of September 28 1984 written by Mr Preston to Mr Springer. Mr
Preston said:
Thank you
very much for seeing me on Wednesday afternoon to discuss the above matter. I
gladly accept your assurance that nothing is being done which will in any way
affect the agency arrangements which were agreed when you purchased this
property. You told me that no other agents had written instructions from you or
your company, but that it was your intention to appoint Richard Ellis as joint
sole agent with my firm, and that serious marketing could begin from early in
the New Year. I await your instructions.
Mr Springer
replied to that on October 1 1984 saying:
Many thanks
for your letter of September 28, the contents of which have been duly noted. I
can confirm to you that I will be writing to yourself and Richard Ellis with
formal new instructions in the New Year.
On January 24
1985 Mr Preston wrote to Mr Springer saying:
I was
somewhat disconcerted today to see that Paul Prest has advertised Stanmore Hall
in a block together with a number of other properties. I know you will agree
that this unsatisfactory marketing will do us more harm than good, and you will
recall that when we met a couple of weeks ago the intention was to get together
to organise this aspect of the matter properly. As recently as this morning I
was advised that the property had also been mentioned to another firm of
agents, and I think this kind of activity cannot be in your best interests.
Mr Springer
replied on January 29 saying:
I too agree
with you that Paul Prest had no right to advertise Stanmore Hall and we are
looking into this. He did in fact only ask us for information for retained
clients.
That brings me
near enough to the end of the story as it appears from the correspondence. We
find on July 26 1985 Mr Preston writing to Mr Springer saying:
I have tried
repeatedly to contact you on the telephone and indeed I believe that I left
messages in your office every day last week but so far it has not been possible
to make contact. I particularly want to speak to you because I have heard from
a source which I believe to be reliable that Stanmore Hall has been let. If
this is in fact the case you will understand that in view of the sole agency
arrangement which is clearly confirmed in correspondence between us, it is
surprising that the information has come to me from a third party.
The defendants
had indeed let the property. So Mr Preston comes to the court an angry man,
feeling that he has been treated dishonourably by Mr Springer. Both parties say
frankly that there have been attempts to settle the matter by negotiation but
they have failed. Mr Preston says he is not now concerned with the money but
with the principle.
Dealing with
the meeting of December 11 1980, he says that Mr Springer was extremely anxious
to secure Stanmore Hall and correspondingly anxious to secure Mr Preston’s
assistance in obtaining the property. When asked about the use of the words
‘Subject to contract and subject to planning’ in the letters of December 11 and
15 1980, Mr Preston said that they related to the purchase of the property but
not to his retainer and fees. The latter were definitely and finally agreed on
December 11 1980, though of course the agreement was conditional on the
defendants’ completing the purchase of the property, as they duly did. He
agreed that the question what would happen if the defendants themselves let or
sold the property was not discussed. He said it was unnecessary to discuss it.
Again, the possibility that the property would not be sold was not discussed
because it was not contemplated. Some arrangement would have had to have been
made for it. Mr Preston’s understanding was that his firm would be paid in any
event. He believed that to be the understanding of Mr Springer as well. Mr
Springer had said, ‘Ronnie, you will get paid at the end of the day’, and had
given the impression that he was generous over fees. He had spoken of another
development in which he had been involved at Winchmore Hill or Stanmore Hill —
Mr Preston was not sure which — when the defendants had sold or let the
property but had still paid the agent’s fee and added a bonus as well. When
asked why he had not thought it necessary to deal specifically in writing with
the possibility of the defendants’ effecting the letting, and of there being no
sale, Mr Preston said that the letter of December 11 was not written with a
view to litigation, and that it was not his practice to consult a lawyer over
such letters, or even to go into the sort of detail which Mr Stanton’s letter
had employed. He was used to dealing with his clients on a personal basis and
there was no need for writing when everyone knew the intention. ‘It is a matter
of honour.’
I was referred
to a number of authorities. I think it will be sufficient if I cite briefly
from two of them. The first is the case of Bentall, Horsley & Baldry
v Vicary [1931] I KB 253. In that case the defendant, the owner of
property, appointed the plaintiffs, who were estate agents, his sole agents for
the sale of the property for a stipulated period. It was agreed that if the
plaintiffs introduced a purchaser they would receive a commission of 5% on the
purchase price. During the period of the agency the defendant negotiated
personally, and quite apart from the plaintiffs, with a purchaser who had never
had any communication with the plaintiffs and whom the plaintiffs did not know.
The result of the negotiation was that the property was sold to this purchaser.
The plaintiffs thereupon claimed from the defendant damages for breach of
contract on the ground that in selling the property direct to the purchaser he
had acted in breach of his contract with them and had thereby deprived them of
their commission.
It was held
that the plaintiffs were not entitled to damages as the contract contained no
express prohibition against a sale by the defendant himself, and the
implication of such a prohibition was not necessary to give business efficacy
to the transaction.
At p 261 of
the report, after summarising the effects of a number of earlier cases and
referring to the facts, McCardie J said:
Each of the
decisions I have cited show the importance of observing the exact wording of
each contract. It is quite open to a property owner to agree that an estate
agent shall have the sole right to dispose of a property and that no one else,
whether another agent or the owner himself, shall deal with the property during
the contract period. If, however, such a bargain is intended, then clear words
must be used.
That case was
subsequently approved by the House of Lords in Luxor (Eastbourne) Ltd v Cooper
[1941] AC 108.
The other case
to which I should refer is WT Lamb & Sons v Goring Brick Co Ltd
[1932] 1 KB 710. In that case, by an agreement in
a firm of builders’ merchants sole selling agents of all bricks and other
materials manufactured at their works. The agreement was expressed to be for
three years and afterwards continuous, subject to 12 months’ notice by either
party. While the agreement was in force the manufacturers informed the
merchants that they intended in the future to sell their goods themselves
without the intervention of any agent, and thereafter they effected sales to
customers directly. In an action by the merchants against the manufacturers for
breach of the agreement it was held by Wright J and the Court of Appeal that
the effect of the agreement was to confer on the plaintiffs the sole right of
selling the goods manufactured by the defendants at their works, so that
neither the defendants themselves nor any agent appointed by them other than
the plaintiffs should have the right of selling such goods.
Two members of
the Court of Appeal — Greer and Sellers LJJ — took the view that the agreement
was one of vendor and purchaser and not one of principal and agent.
Scrutton LJ
dealt with the Bentall decision in this passage of his judgment at p
718:
The question
is what the agreement means. It goes on: ‘The merchants shall pay the
manufacturers for all goods supplied by the end of the month following
delivery. This agreement to be for three years and afterwards continuous
subject to twelve months notice by either party’. This is very different from
an agreement by which an owner of real property employs an agent to sell an
estate once for all upon the terms that if the agent finds a purchaser he shall
be paid a commission on the price and that he is to be the sole agent. That class
of cases is well defined. Bentall v Vicary before McCardie J is
an example, in which the learned judge held that it was open to the owner of
the property to sell it himself and say to the agent, ‘You have not introduced
a purchaser and there is no term in our contract which prevents me from finding
a purchaser myself’. The learned judge is careful to add, and I emphatically
agree, that no general rule can be laid down and that the wording of the
agreement in each case must be carefully considered. The agreement in the
present case is one of a different class, contemplating contractual relations
extending over a period of three years or more, dividing the business of
manufacture from that of distribution, whereby the one party, the
manufacturers, are to make the goods for three years and the other party, the
merchants, are to continue selling them for three years and paying the price
monthly to the manufacturers. Here the words ‘sole selling agents’ have a
distinct meaning, implying that the manufacturers are to sell to no one but the
merchants who pay them the fixed price; and the merchants sell, and they are
the only person to sell, to various builders and contractors. Bentall v Vicary
therefore has no material bearing upon this case.
It is argued
for the plaintiffs that the latter case is more closely in point because of the
length of period over which the relationship between the plaintiffs and the
defendants was to continue.
Those cases
emphasise, however, the need to construe the words used by the parties, and
that I now do. I return to the particular words used in the present case on
December 11 1980 and in the reply on the 15th of that month. Doing so, and
taking account of all the circumstances, I am bound to conclude that the
plaintiffs fail to make out their case. In the first place, I do not consider
that the meeting of December 11 1980 gave rise to any definite and legally
binding agreement. The phrases ‘Subject to contract’ and ‘Subject to planning’,
as used in Mr Springer’s letter of December 15 1980, govern the fee arrangement
as well as the purchase contract. The grant of planning permission for 30,000
sq ft was, as Mr Preston accepted, materially different from one for the area
of approximately 35,000 sq ft referred to in his letter. He accepted also, in
his letter of February 4 1982, that it might reasonably reduce the level of
fees.
Nor in any
event, and in the light of Mr Preston’s frank evidence, can I accept that there
was an express agreement for the payment of the agency and project management
fees, even if the defendant let the property and if there were no sale. These
possibilities simply were not discussed. Nor, in my judgment, can an implied
term as to the project management fee, or a warranty that the property would be
sold and the fee paid, be read into the language used. It is true that the
parties were contemplating a continuous commercial relationship lasting
throughout the development, rather than a simple sale on an introduction; but
the obligations of the plaintiffs as project managers were unspecified and were
understood by Mr Preston to be no more or less than to make his services
available in any way which would assist the defendants.
I do not
consider that the needs of business efficacy could be regarded as requiring the
implication that the defendants would be bound to sell the property for the
plaintiffs’ benefit on the completion of the development, or to compensate them
in lieu thereof. Nor did the defendants warrant to do so. I have referred at
length to the later correspondence because both parties sought to rely on parts
of it. To my mind it is ambivalent. Much of it reflects little credit on Mr
Springer, but it cannot, in my judgment, be read as reflecting the acceptance
by him at any stage of obligations of the kind which the plaintiffs now seek to
enforce.
At the close
of his submissions, Mr Burton asked for leave to amend the claim for relief so
as to cover the possibility that the parties might be taken to have agreed that
the fee should be paid as and when the property was sold, whenever that might
be. The request was made in the interests of completeness and without any
concession that the agreement asserted by the plaintiffs either was unclear or
should be so construed. But in truth, to my mind, Mr Preston’s letter of
December 11 1980 is couched in much too general language to bear the specific
meanings claimed. I accept that Mr Springer wanted the benefit of the
plaintiffs’ services, and that the availability of those services would have
constituted adequate consideration to support an agreement; but the evidence
does not support the existence of any such agreement as is claimed.
I feel much
sympathy for Mr Preston over his general treatment, but I am unable to find
that as a matter of law his case is supported by the evidence. I must therefore
give judgment for the defendants.
