Commission — Fees on quantum meruit basis — Claim by plaintiff estate agents for remuneration in respect of disposal of development land — Dispute as to nature of entitlement for services rendered — Plaintiffs had carried out work for the defendants, trustees of a family estate, for many years and no question had arisen in regard to remuneration for services such as negotiations for the grant of planning permission and commission on the sale of a small portion of the land to a supermarket chain — Trouble, however, arose in regard to the plaintiffs’ part in the disposal of the main site to a property company, partly at least because of a certain ambivalence in the relationship between the defendants and the company in question
No cases are
referred to in this report.
In this action
the plaintiffs, Debenham Tewson & Chinnocks plc, surveyors, valuers and
estate agents, claimed against the defendants, Richard Rimington and R Q Dunn,
trustees of the Portsmouth Estates, commission or other remuneration due to
them in relation to the sale to the Grainger Trust of land near Basingstoke,
originally known as Brighton Hill South and later as Hatch Warren.
J Griffiths QC
and M Roberts (instructed by Bower Cotton & Bower) appeared on behalf of
the plaintiffs; C Flint (instructed by Frere Cholmeley) represented the
defendants.
Giving
judgment, WALLER J said: The plaintiffs in this action are Debenham Tewson
& Chinnocks, to whom I shall refer as Debenhams, a well-known firm of
estate agents. The defendants are the trustees of the Portsmouth Estates, to
whom I shall refer as ‘the trustees’. For many years Debenhams had acted for
the trustees in connection with the disposal of tracts of land round
Basingstoke. This action is concerned with the disposal by the trustees of land
known originally as Brighton Hill South and ultimately as Hatch Warren, which
is land south of Basingstoke.
There is no
dispute that Debenhams were instructed to conduct negotiations leading up to
the grant of planning permission in relation to the above site; there is,
further, no dispute that Debenhams were instructed to negotiate the sale of 10
acres of the above land to Sainsbury’s; and Debenhams have received fees in
relation to those items. The dispute relates to what can be termed the
residential part of the above land, in relation to which the trustees made a
contract with Grainger Trust under which that land was sold to Grainger Trust
for £32,571,500 payable in cash and shares. The question that arises is whether
Debenhams are entitled to a scale fee put at 1 1/2% of the above sum or a fee
based on a quantum meruit in relation to the sale of that land. The quantum
meruit claim is put on the basis either of some form of hourly rate or on
the basis of some scale fee.
As one would
expect, the dealings with the above land, which I shall hereinafter call ‘the
site’, went on over many years. So far as Debenhams and the trustees were
concerned it seems to have commenced as early as 1973. But the early history is
unimportant because by an account rendered on September 2 1983 Debenhams
rendered an account to the trustees claiming a fee of £8,080 plus some
incidential expenses and that fee was paid. The dispute arises in relation to
what happened post-1983 and really centres on a fee proposal sent on September
14 1984. The background to that fee proposal is simply that at one meeting
between Mr Richard Caws, of Debenhams, and Mr Richard Rimington, a trustee, in
about May 1984, Mr Rimington desired Debenhams to set out the sort of fees that
they would seek to charge for their work in relation to the site. That proposal
was sent by letter dated September 14 1984 and I set it out in full so far as
it is material:
Dear Dick,
Brighton Hill South, Basingstoke
I undertook to let you have a fee
proposal covering our work from the beginning of 1984 onwards. The work will
fall into three main categories:
1. Negotiations leading up to the grant
of planning permission. This will include not only discussions with the
planning and highway authorities on design but also, in conjunction with your
solicitors, settling a section 52 agreement covering phasing, infrastructure,
maintenance and hand over of open spaces, etc (January 1984-early 1986).
2. Negotiations with developers for the
sale of successive areas of land. This will start as soon as planning
permission has been obtained and possibly a little earlier and will probably
continue for several years as development spreads across the site. It is
possible (eg if a change of Government is imminent) that we may sell the entire
site in one transaction but I have no doubt that the maximum realisation will
be obtained by gradually selling the land in phases as each phase becomes
‘ripe’ for development.
3. Negotiations with the Inland Revenue
on the DLT and CGT assessments. Our DLT planning will start well before the
land is sold — we are already thinking about it — and we shall make certain
recommendations as soon as the form of the section 52 agreement becomes
apparent.
Our fee for work leading up to the grant
of planning permission will be £30,000 and I would like to submit an interim
account of about £10,000 during 1985. Our fee for land sales will be 1 1/2% of
the sale price less the £30,000 charged earlier for obtaining planning
permission. There is now no ‘scale’ of fees for DLT and CGT work and we usually
charge on a quantum meruit basis. I hope this is acceptable to you but do let
me know if you have any queries.
That letter
was acknowledged by a letter from Mr Rimington of September 26 1984 in which he
took issue with the fees suggested under para 3 of that letter. He suggested
that such fees should be on an hourly basis and not, as Debenhams indicated, on
a quantum meruit basis. He also said, however, that the matter would be
raised at the trustees’ meeting on the next Tuesday, and if there was to be any
other objection to the terms of the letter one would have expected him to come
back thereafter. He in fact did not do so and the reason he did not do so, as
he explained in the witness-box, was that, albeit at the trustees’ meeting it
was thought that para 3 in particular was unacceptable, he felt that the matter
had been dealt with by his letter. On any view, and I do not understand it to
be contended otherwise, Debenhams were entitled to think that paras 1 and 2 of
the letter were acceptable to the trustees. If there were any doubt about the
acceptability of Debenhams’ terms, then that was certainly laid to rest by the
end of 1985, in that on September 12 1985 Debenhams repeated their fee basis
and enclosed the interim account of £10,000, which was paid by the trustees.
What is more, the trustees instructed Debenhams to negotiate the sale of the
10-acre site with Sainsbury’s in or about November 1985 and it is accepted that
the 1 1/2% on the contract price achieved in that case (£1m an acre) was due
and payable.
There is
little question that the role of Debenhams in relation to the land sold to
Sainsbury’s and their role in relation to the land sold ultimately to Grainger
Trust were of a different character. It is the difference in character which
gives rise to the dispute in this action.
In March 1985
began a relationship between the trustees and Grainger Trust. That relationship
was not at that stage one of buyer and seller or certainly not one of simply
buyer and seller. It was a
the trustees was under discussion in relation to the development of the site.
Lord Portsmouth explained to me in evidence, and it is of course entirely
accepted, that he felt an obligation to ensure that the development was to be a
tasteful one. He did not want simply to go out and obtain the largest sum of
money possible. He, on the other hand, had to consider that the trustees owed
obligations to the infant beneficiaries, and he considered that the best way of
achieving the best price and the best form of development would probably be by
involving somebody like Grainger Trust, who were run by a family called
Dickenson with whom Lord Portsmouth and his family had a long relationship. But
it is not unimportant that Grainger Trust certainly made clear that their
attitude would have to be ‘acutely commercial’ and what is more the trustees
also had to look at the matter from a commercial angle in order to ensure that
the best deal was done.
But in the
event the trustees were in close touch with Grainger Trust from early 1985.
Their involvement with Grainger Trust led to the involvement of a man called
Peter Millburn, who on any view contributed highly to the obtaining of planning
consent and the working out of the agreements necessary to obtain that planning
consent, ie the section 52 and section 278 agreement. Peter Millburn indeed
became the project manager and he and Debenhams worked side by side. It is
clear that there may have been a little of north/south rivalry, but on any view
Debenhams respected highly the amount of work that Peter Millburn did.
By the end of
1985 the trustees had made up their mind that they would like to sell the land
to Grainger Trust. The trustees had of course to consider whether this was the
best course for them. In particular, since Mr Rimington was also a director of
Grainger Trust, they had to watch carefully any possible conflict of interests
and this became clearer still as matters moved on. By letter dated January 29
1986 the trustees sought the advice of Debenhams on the sale of the site. At
about the same time Grainger Trust asked Jones Lang Wootton to advise them. By
letter dated February 6 1986 Jones Lang Wootton wrote to Grainger Trust setting
out the sort of fees that they would charge for the role expected to be played
by them. On February 14 1986 Debenhams set out in great detail their advice on
how to sell the site.
By February 27
1986 it had become obvious that Debenhams should be instructed by the trustees
and Jones Lang Wootton should be instructed by Grainger Trust in order to
achieve a proper price for the land if it were to be sold by the trustees to
Grainger Trust.
On March 12
1986 there was a meeting between Jones Lang Wootton and Debenhams. There is a
full note of that meeting and that note indicates that Debenhams were taking a
tough line in relation to the value of the land. It further shows that Jones
Lang Wootton were on their part taking a fairly tough line on behalf of
Grainger Trust. In the result Debenhams were suggesting that the value of the land
might be between £25m and £29.5m and Jones Lang Wootton were suggesting that
the value was between £17m and £18m. Obviously the two firms were very far
apart. To some extent it was clearly felt by Grainger Trust that Debenhams were
trying to spoil the negotiations and taking too tough a line. This appears most
clearly from an internal note of Grainger Trust. Debenhams were confident that
the land was worth much more than the £17m to £18m and they wrote to the
trustees by letter dated March 13 1986 and stated:
The only way of proving that the £200,000
per acre level is past history would be by inviting offers from a number of
developers and I assume that you would not want us to do this unless
negotiations with Grainger Trust were to break down. Accordingly, I suggest
that the lowest figures on which we should be authorised to settle is £25m with
an initial payment of (say) £14m and the balance payable by instalments and
indexed over the period to 31/12/91. I await your instructions.
Interestingly
enough, on March 21 1986 Jones Lang Wootton wrote a letter to Mr Dickenson of
Grainger Trust in which they set out their views on the value of the land, and
their recommendation at the end of that letter was that the highest price which
Grainger Trust should be recommended to pay was in the region of £25m. They
also used the language of negotiation and show a clear expectation that they
would be the persons to negotiate, in that they say in the second-to-last
paragraph:
We would suggest that we re-open
negotiations at a figure well below the maximum £25m and if it is possible to
reach agreement this can be subsequently adjusted to reflect any change in the
acreage of the developable land. However to enable there to be any prospect of
agreement, it may be necessary for Debenhams’ instructions from their client to
be more specific. We were given the impression that we were no more than casual
unsolicited bidders, whose best offer would be considered by their client,
alongside various others. They inform us that they are to put another such bid
before the Trustees on Tuesday, March 25 1986.
The other bid they referred to was an
offer which by this stage Debenhams had received from Tarmac. The history of
that offer is set out in a letter from Debenhams to the trustees dated March 27
1986. In essence, although Debenhams had not been instructed to market the site
(indeed their instructions were to the opposite effect), Tarmac had on March 7
1986 made an offer to Debenhams of £250,000 an acre. This offer appears to have
gone to a Mr Bainbridge. Following the meeting with Jones Lang Wootton and to
an extent off their own bat, Debenhams had provided Tarmac with some
information and indicated £250,000 would not be enough. In the result, an offer
of £300,000 an acre was forthcoming from Tarmac. I use the phrase ‘off their
own bat’ because, although there was some dispute as to the extent to which the
trustees were told of and acquiesced in the above course, nothing in my view
turns on the resolution of that dispute. On any view, the trustees were pleased
with Debenhams’ obtaining of the offer, and on any view the trustees had not
altered their instructions not to market the property.
On March 25
1986 there was a meeting of the trustees at which the Tarmac offer was
considered and Debenhams were asked to do a comparison of the Tarmac offer and
Grainger Trust’s offer. That comparison they did and that comparison was
enclosed with the letter of March 27 1986. On April 8 1986 there was a meeting
between Mr Rimington, Lord Portsmouth and Mr Dunn for the trustees and Mr
Dickenson and Mr Millburn representing Grainger Trust. Mr M J Cutteridge of
Debenhams attended part of that meeting. He said in evidence he was surprised
to find Grainger Trust ‘the opposition’ at the meeting. One can understand
that, but it demonstrates the nature of the relationship existing between the
trustees and Grainger Trust. After Mr Cutteridge had left the meeting, Grainger
Trust increased their offer to £28m. It was furthermore a term of that offer
that Debenhams would be retained by Grainger Trust. The trustees, as was
confirmed in evidence before me, wanted Grainger Trust to retain Debenhams
because they felt that otherwise Debenhams would not obtain commission on the
sale of the land. This was not something discussed with Debenhams who in their
turn merely thought that it made good commercial sense for Grainger Trust to
retain them having regard to their detailed knowledge and experience of the
site.
As a result of
Debenhams’ being retained by Grainger Trust, on April 16 1986 Debenhams in fact
gave advice to Grainger Trust in relation to the marketing of the property. But
of course at this stage no final agreement had been reached between Grainger
Trust and the trustees; thus when on April 16 1986 an offer of £35m came to
Debenhams out of the blue from another would-be developer, Mountleigh Group
plc, it was obvious that such offer would have to be communicated to the
trustees. That offer was communicated to the trustees under a letter dated
April 17 1986 and Debenhams awaited the trustees’ instructions. There was a
discussion between Mr Rimington for the trustees and Mr H J K Bagnall-Oakeley
of Debenhams on April 21 1986. In that conversation the trustees reported to
Debenhams that they had agreed to stick to the deal with Grainger Trust but
they also said that the offer of Mountleigh was not to be rejected until Mr
Rimington had spoken to Mr Dunn, the other trustee. On April 24 1986 Mr
Bagnall-Oakeley wrote to Mr Rimington explaining that the Mountleigh offer was
an unsolicited offer and also referring to the fact that the managing director
of Mountleigh had telephoned to suggest that the figure of £35m might possibly
be increased. On April 29 1986 the first Mountleigh offer was rejected and that
led on the same day to an increased offer from Mountleigh of £40m. That offer
was in turn rejected and Debenhams wrote to Mountleigh on May 7 1986 rejecting
that offer.
At this stage
Frere Cholmeley (solicitors to the trustees) became a little concerned about
the trustees’ position. Mr Hugo Southern of Frere Cholmeley wrote to Mr Richard
Dunn, one of the trustees, on May 12 1986 and expressed concern about the
trustees’ position, pointing out their obligation to obtain the best figure
available having regard to their duty as trustees. That resulted in the
trustees’ deciding to reconsider the question whether they might sell to
Mountleigh. In the result, a meeting was held between Messrs Clegg and Lawson
of Mountleigh, Mr Rimington and Mr Dunn on behalf
precisely what Mountleigh’s intentions would be in relation to such offers as
they were prepared to make and to discover who precisely Mountleigh were.
Following that meeting, Mountleigh were supplied with all the information that
they needed in relation to putting forward their best offer. They were
informed, inter alia, that the acreage was likely to be 203.5 rather
than the 210 acres to which their first offer had related. At the meeting
Mountleigh had indicated that if the acreage were reduced then their offer
would be reduced. But it is clear from the correspondence, and in particular a
letter of May 28 1986 to Mr Rimington from Mr Bagnall-Oakeley as he confirmed
in evidence, that Debenhams managed to persuade Mountleigh to keep to their
figure of £40m instead of reducing it, albeit that the acreage had been
reduced. Mountleigh’s offer as reinstated at this time was for £40m but for the
reduced acreage. The result of the offer from Mountleigh was to produce an
increased offer from Grainger Trust. They increased their offer to £29.795m on
June 4 1986. However, even that did not match the Mountleigh offer and the
trustees had to say to Grainger Trust that the likelihood was that they would
have to accept the Mountleigh offer. But Debenhams were told by letter dated
June 10 1986 that they were not to accept the Mountleigh offer because it was
hoped that Grainger Trust might still increase theirs. Grainger Trust did
increase their offer, and the offer, which consisted of a mixture of cash and
shares, was considered alongside the Mountleigh offer on or about June 17 1986.
On June 25 1986 the trustees decided to accept the Grainger Trust offer. The
fact that the Grainger Trust offer was to be accepted was communicated to
Debenhams by a letter from Mr Dunn dated June 25 1986. Mountleigh were still
not to be outdone and they increased their offer on June 26 1986 to £45m and
when that was rejected increased it again to £50m on July 1 1986. When that was
rejected, they discovered where the completion meeting was to take place, ie at
the offices of Frere Cholmeley, and they communicated a final offer of £55m on
July 2 1986 to that office. That offer could not be ignored by the trustees.
Lord Portsmouth’s position was that he felt morally committed to Grainger Trust
but he recognised, as did the trustees, that they owed an obligation to the
beneficiaries, ie the infant children of Lord Portsmouth. In the result an
addendum was negotiated under which, in short, if Grainger Trust made a profit
on a resale of the land a proportion of that was to be paid to the trustees.
On any view,
the offers received from first Tarmac and then Mountleigh materially increased
the offers received from Grainger Trust and materially increased the ultimate
purchase price payable by Grainger Trust.
The issues
Debenhams’
case is either: (i) what they did in attending the meeting with Jones Lang
Wootton and receiving and passing on the offers from Tarmac and Mountleigh fell
within the work contemplated by para 2 of the letter of September 14 1984. They
further say that that work was an effective cause of the trustees’
obtaining the contract with Grainger Trust at the price obtained and thus that
a commission of 1 1/2% on the price is due.
Alternatively,
(ii) they say that if what they did is not within the terms of the letter, they
are entitled to a quantum meruit and they assert that a percentage of
the purchase price is appropriate or that some substantial fee is due having
regard to the role played in producing the contract at the price obtained.
The trustees’
case, in short, is that what Debenhams did did not fall within the terms of the
letter and all Debenhams are entitled to is a quantum meruit for their
attendance at the meeting with Jones Lang Wootton. Alternatively, they say what
they did did fall within that retainer and the terms of the letter but
events on which a commission was payable under the terms of the letter have not
occurred and on this basis even a quantum meruit would be excluded. The
events which they allege needed to have occurred were: (i) negotiations for
sale, (ii) such negotiations to be with the particular developer who completed
the purchase and (iii) the negotiations to have been the effective cause of the
contract made.
There are many
cases on the entitlement of estate agents to commission, and it is stressed in
almost every one that each case turns on its own facts and its own contract. In
this case there is a contract in different terms from that considered in any
other case, and what happened in this case is, I suspect, fairly peculiar to
this case. Thus, although I have obviously read those cases to which I was
referred and looked at the relevant articles, ie articles 57, 58 and 59 in Bowstead,
14th ed, the decision in this case must rest on its own peculiar facts and the
special terms employed. Furthermore, it seems to me important to stress that
one of the complications in many cases where commission is being claimed, and
certainly a complication in this case, is that the parties are operating
together over a long period of time in a situation of mutual trust, which often
leads to a failure to clarify precisely on what basis work is being done. It is
important in such situations (i) not to allow hindsight to play a role in
relation to what people now say they thought was happening and (ii) to apply
strictly the rule in relation to construing contracts, whether made in writing
or by conduct, not allowing evidence of what people say they intended to agree unless
conceivably it is to rebut against that person what he is otherwise
asserting objectively would have been understood by him.
A great deal
of oral evidence was given in this case by persons of total integrity. There is
no question of anyone not telling the truth or anything of that kind. If they
put a different interpretation on the meaning of words such as ‘negotiations’,
that is entirely understandable in the context of the words used in the
correspondence and the parties’ belief in their respective entitlements which are
genuinely held. Much of the evidence is, however, not strictly relevant, and I
conceive it to be my task to analyse objectively the terms under which
Debenhams were acting at various stages.
The starting
point is obviously the letter of September 14 1984, and the context of that
letter is important. That context is (i) for the period 1973 to 1984 for this
particular site Debenhams had charged not on a commission basis but on a quantum
meruit fee basis; albeit in relation to different sites sold through them
they had charged on a commission basis; (ii) the letter is dealing with the
period from 1984 and (iii) it is looking forward to three distinct, even though
interconnected, areas of work: the obtaining of planning permission, the
negotiation of sales to developers and advice on tax.
The first
question I must decide is precisely what was meant by para 2 of the letter. In
my view, that paragraph contemplated, when read in conjunction with the final
paragraph quoted above, that if Debenhams were instructed to try to
obtain, and if they then did obtain through their work, a contract of sale with
a developer, they would be paid a commission of 1 1/2%. It does not seem to me
that if they were so instructed it would be necessary for the purchaser to have
been introduced by Debenhams, though that would obviously assist in
establishing the obtaining of the contract. It furthermore does not seem to me
necessary, once instructed, that Debenhams should have carried out all
negotiations with the particular developer who purchased. For example, an
introduction by Debenhams with negotiations then taken on by the trustees might
well have been enough. But, once instructed, Debenhams’ role in the
negotiations for sale with a particular developer would have, in my view, to have
been at least an effective cause in the obtaining of the contract. It would
never be sufficient for Debenhams neither to have introduced nor to have
carried out any negotiations with the particular developer who purchased the
property.
I do not
pretend to have found the matter easy, but it seems to me that what Debenhams
were instructed to do in 1986 fell into different compartments. First, on the
ordinary meaning of the words, they were not instructed to negotiate a sale
with Grainger Trust when asked to attend the meeting on March 12 1986.
Furthermore, clearly Grainger Trust had not been introduced into the
transaction by Debenhams. Grainger Trust were at that stage almost certain
buyers through their contacts with the trustees, and Grainger Trust and the
trustees needed a debate or, if you like, negotiations between their valuers to
fix or try to fix a price. If as a result of that debate a price had been
fixed, and if Grainger Trust and the trustees had between themselves completed
the negotiation of all other terms without more, I do not think that Debenhams
could say either that they had been instructed to obtain the contract of sale
with Grainger Trust or that what they had done had obtained that contract of
sale.
Following the
meeting, whatever the position may have been with Tarmac, Debenhams were
clearly instructed to obtain an offer from Mountleigh, and if the Mountleigh
offer had been accepted, as it nearly was, Debenhams would have been able to
say that they were instructed to obtain the offer from the developer introduced
by them and thus the contract of sale which would have followed, and that they
had done so.
What, then, of
the increased price and the better terms gained from Grainger Trust following
the obtaining of the Tarmac and Mountleigh offers? It seems to me that undoubtedly the obtaining
of
was causative of the new price and terms from Grainger Trust. But it would seem
to me to be a misuse of language to say that Debenhams were instructed to
obtain the offer from Grainger Trust or that they were instructed to obtain a
contract of sale with Grainger Trust or that they in fact did obtain the offer
or sale contract with Grainger Trust.
It seems to
me, if one stands back from the matter and looks at the letter of September 14
1984, that what happened in relation to Grainger Trust was not negotiations
with developers for the sale of land conducted by Debenhams, and Debenhams were
not an efficient cause of the obtaining of a contract of sale with Grainger
Trust.
On that basis
it seems to me that Debenhams’ claim for commission under para 2 of the letter
fails.
Quantum meruit
In many cases
the expressed terms of the contract will exclude a quantum meruit. In
this case, however, there is a basis on which, in my view, a quantum meruit
of some kind should be allowed, and in any event that is accepted in the
pleading on the part of the trustees. What, however, I make clear is that a quantum
meruit can apply only to work done quite outside para 2 of the letter of
September 14 1984. I do not regard the obtaining of the Tarmac or Mountleigh
offers as falling outside that paragraph, in that such offers were ones which
the trustees either ratified the obtaining of or actually instructed Debenhams
to obtain and which, if they had been accepted, would have led to the payment
of commission to Debenhams under the letter. What I do regard as quite outside
the letter was the attending of the meeting with Jones Lang Wootton and the
advice to the trustees in relation to the best price obtainable from Grainger
Trust at the meeting and immediately following the same. If, as I have held,
Debenhams were not instructed to go to that meeting to seek to obtain a contract
of sale and in effect stood no prospect of gaining any commission under para 2
of the letter resulting from that exercise, or advice given to their clients
following the same, then they can only have been asked to go and advise on the
basis that some remuneration would be paid for their attendance and advice.
It seems to me
that a reasonable fee for the work done at that meeting must reflect Debenhams’
level of expertise, remembering they turned out to be right about the value of
the land, ie that it was worth substantially in excess of £17m to £18m
contended for by Jones Lang Wootton. It is, however, very difficult to assess
the value of that work and the nearest that I get for assistance is the letter
that Jones Lang Wootton wrote to Grainger Trust in which Jones Lang Wootton
were suggesting that they would charge 1% for negotiating the purchase of the
property or a quarter of 1% for the valuation of the property, but in the
circumstances of the particular case they suggested that ‘a realistic charge would
be £20,000 if the transaction proceeds and £12,500 if we are unable to conclude
an agreement with the owner’s agents . . .’. It seems to me that the work that
Debenhams did in the preparation for that meeting, in their conduct of that
meeting and their advice immediately following was worth a substantial sum to
the trustees and that the appropriate figure is £15,000.
I should say
that if I were wrong in suggesting that the quantum meruit should not
apply to the obtaining of the Tarmac and Mountleigh offers, and if I had had to
calculate the price payable by the trustees for Debenhams’ work in obtaining
those offers, I would in relation to that work have made a significant
allowance for the fact that the trustees did negotiate with Grainger Trust that
Debenhams should be retained in relation to land sales by Grainger Trust.
Furthermore, in relation to land sales by Grainger Trust have already paid a
fee of 1/2% to Debenhams on the sale of 60 acres, that fee amounting to
£320,387. I do not think it right to make any such allowance in relation to the
attendance at the meeting with Jones Lang Wootton or advice following the same,
and in the result the sum I award Debenhams is £15,000.
