Cases - Way v Latilla

Record details

Name

Way v Latilla

Date

(1937)

Citation

3 AII ER 759

Keywords

Contract administration

Summary

Where there have been inconclusive negotiations as to fees, the court will imply a term that the contract administrator is entitled to recover a reasonable sum for his work. Lord Atkin set out the legal principle as follows:

'Services of this kind are no doubt usually the subject of an express contract as to remuneration, which may take the form of a fee, but may also take the form of a commission share of profits, or share of proceeds calculated at a percentage or on some other basis. In the present case, there was no question of fee between the parties from beginning to end. On the contrary, the parties had discussed remuneration on the footing of what may loosely be called a 'participation' and nothing else. The reference is analogous to the well-known distinction between salary and commission. There are many employments the remuneration of which is, by trade usage, invariably fixed on a commission basis. In such cases, if the amount of the commission has not been finally agreed, the quantum meruit would be fixed after taking into account the bargainings between the parties, not with a view to completing the bargain for them, but as evidence of the value which each of them puts upon the services. If the discussion had ranged between 3 percent on the one side and 5 percent on the other, all else being agreed, the court would not be likely to depart from somewhere about those figures and would be wrong in ignoring them altogether and fixing remuneration on an entirely different basis, upon which possibly the services would never had been rendered at all.'