Sarah Clover: The business of commercial advice
Legal Week reports
July 19, 2006 at 08:03 PM
4 minute read
In its 29 June edition, Legal Week reported on the judgment in the case of The Football League v Edge Ellison, in which it was held that the solicitor advising the Football League on the sale of its broadcast rights to ITV Digital in 2000 did not have an implied duty to advise the League to consider seeking guarantees from ITV Digital's ultimate parents, Carlton and Granada, in respect of the £315m payable under the contract.
In that article, Legal Week reported the reaction to the judgment by some City partners who suggested that if lawyers did not assume responsibility for giving such advice, they would be falling short of their client's expectations. Clients are indeed entitled to expect their lawyers to be commercially astute, and, in some situations, lawyers do – and indeed must – give what amounts to commercial advice. However, a closer look at the Football League decision shows it to be consistent with this expectation and in line with previous decisions on the point.
In this case, Mr Justice Rimer held that the solicitor had no duty to raise the question of parent company guarantees in circumstances in which this issue was well within the competence of the relevant individuals at the League to consider.
These individuals had been specifically chosen to spearhead the licensing of the broadcast rights because of their business acumen. Despite the evidence to the contrary given by various of their witnesses, the judge found that the League had made an implicit decision that it was content to contract with ITV Digital alone. In these circumstances, there was no duty on the solicitor to raise the point.
There may well have been a different outcome if the client in the case had been an inexperienced young entrepreneur, poorly versed in the possible terms of commercial contracts.
As the judge said in the case of Pickersgill v Riley [2004]: "A youthful client, unversed in business affairs, might need explanation and advice from his solicitor before entering into a commercial transaction that it would be pointless, or even sometimes an impertinence, for the solicitor to offer to an obviously experienced businessman."
Other circumstances in which a solicitor will have a duty to raise issues that are not strictly within the terms of his express retainer are where, in the course of his work, he comes across some 'hidden pitfall' or 'legal obscurity' of which his client cannot reasonably be expected to be aware.
It is therefore necessary for solicitors to make a judgment as to what their client needs by way of advice.
If the judge had found against the firm involved in Football League, it would arguably have been incumbent upon the transactional lawyer to consider all the many and varied commercial terms which his client might wish to include as part of the deal and enquire whether the client had considered them all. This would be an unduly onerous task, exposing solicitors to potentially large professional liability.
The judge touched on this issue in his judgment when he said: "Is the solicitor supposed to review the whole range of commercial considerations that underlie a particular deal, work out which ones he is concerned the client may not have given sufficient thought to and remind him about them? In my judgment, the answer is no."
So the legal position is that in certain circumstances a solicitor will have a duty to give advice, sometimes of a commercial nature, which goes beyond the strict scope of what his client has asked him to do. However, there are limits to this implied duty which protect the solicitor from exposure to liability if some aspect of the transaction goes wrong.
The history of professional liability claims shows that solicitors expose themselves to potentially enormous liabilities when they seek to be businessmen rather than lawyers. Of course, good lawyers will give their clients practical legal advice which takes into account their commercial needs.
However, knowingly or inadvertently advising on commercial matters more widely than in the circumstances outlined above is to undertake an enormous risk and, in some instances, to underwrite the commercial success of the client's business venture.
Sarah Clover is head of solicitors' liability at Barlow Lyde & Gilbert.
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