Supreme Court hands down judgment in Barton v Morris

On 24 January 2023, the Supreme Court handed down its judgment in the case of Barton v Morris [2023] UKSC 3. Arnold Ayoo appeared for the Respondent instructed by Athena Solicitors LLP.

The judgment examines the intersection between contract and restitution: where a contract which expressly provides for payment on a particular contingency (which does not transpire), can (a) a term for reasonable remuneration be implied into the contract and/or (b) a claimant recover a sum through unjust enrichment?

Mr Barton agreed with Foxpace that if Foxpace introduced a purchaser who paid £6.5m or more for a property, then Foxpace would pay Mr Barton a commission of £1.2m. Mr Barton introduced a purchaser who originally agreed to pay £6.5m but the price was subsequently revised down to £6m.

Mr Barton claimed a right to payment, whether via unjust enrichment (notwithstanding the existence of a valid and subsisting contract) or an implied term for reasonable remuneration. The majority in the Supreme Court (Lady Rose, Lord Briggs and Lord Stephens) decided that the proper construction of the contract was that the fee of £1.2m would only be payable if £6.5m was paid, such that an implied term would be inconsistent with the express term of the agreement. Given the finding on the express term, unjust enrichment provided no answer.

Lords Leggatt and Burrows (dissenting), who followed the approach of the Court of Appeal (Males, Davies, Asplin LJJ) found that the contract was silent on what would happen if the sale price of £6.5m was not met. As Mr Barton was entitled to a reasonable remuneration unless expressly agreed otherwise – and there was no contrary agreement: he should have been entitled to payment. Lord Burrows also considered that had there been no such implied term, the same result would have been reached in the law of unjust enrichment with the unjust factor being failure of basis.

Link to the Supreme Court press summary available here.