Regent Associates Ltd v Morna Brazier, Paul Brazier, Anne Holmes [2002] E.W.C.A. Civ 999 (C.A.)

Facts: The appellants were the principal shareholders in a company called Swan Software Group Ltd and wished to sell their shares in that company. In May 1999 they engaged the claimants to help them in that endeavour by providing ‘corporate finance and strategic advice’. They concluded a service agreement which set out the terms under which the claimants agreed to act. Later that year the defendants sold all their shares for £8m or so to a company called Infor. It was common ground that the claimants had neither introduced nor had any part in the negotiations with any sale to Infor. The claimants were required to develop a list of prospective purchasers and Infor was not on that list. The claimants nevertheless sued for a success fee of some £220,000 to which they said they were entitled under the service agreement. In their pleadings and at first instance the defendants raised a whole variety of defences. They all failed. Mr Stuart Browne QC, sitting as a judge in the High Court, held the claimants to be entitled to the success fee. He held that they were so entitled on a proper construction of the service agreement.