Linklaters has appeared in court over unpaid legal fees totalling some £2m which it says are due from subsidiaries of a former client which fell into administration last year.

A half-day hearing centred on the interpretation of the joint and several agreement (JSA), which bound UAE Exchange UK Limited and UAE Exchange International Holding Limited.

Finablr Plc, a former client of Linklaters, has been in administration since 2022. Linklaters say the company’s outstanding invoices total £2,037,200.77 plus interest. UAE Exchange UK and UAE Exchange International Holding are subsidiaries of the company.

Linklaters argued that the subsidiaries are liable under the agreement for professional fees, disbursements and tax incurred before the date of the JSA as well as future fees, which the magic circle argues was reflected in the language of the document. The subsidiaries denied that was the case.

Rupert Higgins, for the companies, argued the use of future tense meant the agreement covered all fees incurred after the date of the JSA. He said: ‘If you say “you shall be liable for the fees incurred” then... all grammatical English, you are saying I will be liable for any fees…which will be incurred, to be incurred, which may be incurred. That... is not the past tense.

‘I accept it can also be a reference to past tense but in this context, [it means] I shall be liable for all fees which may be incurred to be incurred and so on.’

He added: ‘Giving these words the natural and ordinary meaning, I shall be liable for fees incurred – that means I shall be liable for fees to be incurred in English. It is just a shortcut. You cannot have it both ways. You cannot look at the word incurred and say that is a reference to past because we have already accepted it infers the future.’

William Chan, for Linklaters, told the court the language of the JSA was ‘clear’ that its ‘intention’ was for past fees adding it was ‘indisputable that "incurred" includes the past tense of incurred’.

He added: ‘[This is the] only linguistically coherent reading of the words of the clause. There is no language in the JSA that the agreement only covers fees incurred after the JSA. It does not say which will be incurred, which may be incurred, which shall be incurred. It just simply says incurred.’

Judgment was reserved.


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