When Is A Solicitor Not a Solicitor?

GLOBAL SPORTS DATA AND TECHNOLOGY GROUP LIMITED V IPS LAW LLP [2025] EWHC 1910 (SCCO)

GLOBAL SPORTS DATA AND TECHNOLOGY GROUP LIMITED V IPS LAW LLP [2025] EWHC 1910 (SCCO)

In Global Sports Data and Technology Group Limited v IPS Law LLP [2025] EWHC (SCCO), the court determined whether the claimant was liable for unpaid legal fees (£159,735.50 plus VAT) under the Solicitors Act 1974, resolving four preliminary costs issues. The central dispute concerned whether an express or implied retainer existed between the parties in relation to “Project Red Card,” a joint venture involving data protection claims for athletes. The claimant argued the relationship was a commercial venture with costs borne by each party, while the defendant asserted a traditional solicitor-client relationship, relying on a draft retainer letter and conduct. Senior Costs Judge Rowley found no retainer existed, emphasizing the 18-month delay in producing the retainer letter, selective document disclosure, and inconsistent evidence from the defendant. The judge concluded the arrangement was a profit-sharing joint venture where parties assumed their own risks, distinguishing it from _Adams v London Improved Motor Coach Builders [1921] KB 495. Points 2 and 3 (on retainer existence) were resolved in the claimant’s favour, rendering Point 1 (bill formatting) moot, and Point 4 (third-party invoices) irrelevant. The court held the claimant had no liability for the invoices.
Link to full judgment

The extrinsic evidence which quite possibly weighs the heaviest, in my view, is the production of the draft retainer letters for the individual claims compared with the non-production of any retainer letter for 18 months or so. Where there was to be a solicitor and client relationship, Mr Farnell was prompt in ensuring the client care documentation (“Rule 15”) was in order. By contrast, there was no such alacrity in his dealings with the claimant and that speaks volumes to me about his understanding of the relationship. Indeed, the answer in the reply to the points of dispute enhances that characterisation: the client care letter was only produced at all for the purposes of seeking external funding. Simply to say the reply was wrong in the witness box was unconvincing. It is difficult, in the light of Mr Farnell’s evidence in the Safe Harbour case, not to conclude that he considered the reply did not support his case in these proceedings and simply decided to change tack.

Citations

Adams v London Improved Motor Coach Builders [1921] 1 KB 495 Where a solicitor has been instructed to act, there arises an implied obligation on the client to pay reasonable remuneration for the work undertaken in the absence of a concluded agreement to the contrary. IPS Law LLP v Safe Harbour Equity Distressed Debt Fund 3 LP [2024] EWHC 2663 (Ch) For an agreement to constitute a binding solicitor-client retainer, there must be clear evidence of acceptance of terms, and unsigned draft documents lacking essential terms or scope are generally insufficient to establish liability for costs.
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Key Points

  • Where a solicitor undertakes work on a commercial project without a formal retainer, no implied solicitor-client relationship will arise where the parties operated as a joint venture or partnership for mutual profit and at shared risk.
  • The test for whether a client is liable for solicitors’ costs includes determining whether there was an express or implied retainer agreement and whether sufficient conduct confirmed such an agreement. Absent a clear obligation to pay, no liability arises.
  • A solicitor’s failure to produce client care documentation at or shortly after the formation of a proposed solicitor-client relationship may evidence the absence of any intention to form such a relationship or to charge for work done.
  • 4. While retainers may arise by conduct, such conduct must be assessed in its full commercial context – participation in a joint venture with solicitors does not of itself demonstrate acceptance of a solicitor-client relationship.
  • Draft or unsigned engagement letters (including standard client care letters) are not determinative of a retainer’s existence and will lack probative value, unless relied upon, completed, or followed by conduct that unequivocally affirms them.

"It will be apparent from the foregoing paragraphs that I prefer the evidence of Mr Dunlop to that of Mr Farnell. I consider the relationship between the claimant and the defendant be one of a partnership or joint venture of different entities bringing their skills to a project on the basis that it would make a considerable amount of money for everyone if successful."

Key Findings In The Case

  • The court found that no contract, whether express or implied, was formed between the claimant and the defendant for the provision of legal services, as the parties were engaged in a commercial venture (Project Red Card) operating on a mutually beneficial and speculative basis, rather than in a solicitor-client relationship for fees [82–83].
  • The court concluded that the two disputed invoices rendered in January 2023 were not payable by the claimant as there was no underlying retainer agreement or implied contractual obligation to pay legal fees; the parties’ arrangement operated as a joint commercial project at shared risk, not as provider-client [4–7], [82–84].
  • The failure by the defendant to issue client care documentation or a retainer letter to the claimant at or near the start of the engagement period in 2021 was held to support the absence of a traditional solicitor-client engagement, distinguishing this from the approach taken with individual sports clients [57–58, 81].
  • Draft engagement letters produced by the defendant—including the unsigned August 2022 retainer—were held to be of no legal effect, and the court found that no conduct by the claimant unequivocally affirmed them or indicated acceptance of liability for fees on stated terms [52–54].
  • The defendant’s internal invoicing practices, including the creation of multiple interim invoices that were not disclosed or communicated to the claimant, coupled with disputes over the treatment of third-party investment funds, further undermined the claim that fees had been contractually incurred or were reasonably payable by the claimant [44–51, 68–70].

“Such a relationship is not a client and solicitor relationship of the sort where an implied retainer exists and the client is liable to pay the solicitor for doing work even if there is no written documentation. It is very much a matter where each entity puts in its time and effort at its own risk if the project proved unsuccessful.”

The Senior Courts Costs Office recently delivered a judgment that provides helpful guidance on the importance of clearly documenting professional relationships in the legal sector. The case involved Global Sports Data and Technology Group Limited (GSDT), a data rights company, and IPS Law LLP, a boutique sports law firm, in a dispute over unpaid legal fees totalling £159,735.50 plus VAT.

The dispute arose from “Project Red Card”, an ambitious venture aimed at pursuing group litigation for data protection breaches affecting professional athletes. The project anticipated claims worth over £600 million against gaming and betting companies for allegedly misusing athletes’ personal data. At its heart lay a fundamental disagreement: was IPS Law acting as GSDT’s solicitor (and therefore

Senior Costs Judge Rowley was tasked with determining four preliminary points that would effectively resolve the entire costs dispute:

    1. Point 1: Technical formatting issues with the bill (contingent on the outcome of Points 2 and 3)
    2. Point 2: Whether an express or implied solicitor-client retainer existed between the parties
    3. Point 3: The effectiveness of a draft retainer letter dated August 2022
    4. Point 4: Treatment of third-party investment funds and various undisclosed invoices

The resolution of Points 2 and 3 proved decisive, as they addressed the fundamental question of whether any solicitor-client relationship existed that would create liability for legal fees.

The Parties’ Contrasting Positions

The Claimant’s Case

GSDT, represented by Andrew Hogan of counsel, maintained they had never instructed IPS Law as their solicitor. Instead, they argued for a commercial joint venture model where:

    • Each party contributed expertise at their own risk
    • Profits would be shared on a 10/10/10 basis (10% each to funders, IPS Law, and GSDT)
    • Payment would only arise from damages recovered under CFAs or DBAs with individual athletes
    • No party was liable for another’s costs in the absence of success

The Defendant’s Case

IPS Law, through Robin Dunne of counsel, claimed a traditional solicitor-client relationship existed from March 2021. They relied on:

    • The presumption that solicitors engaged to provide legal services are entitled to reasonable fees
    • PowerPoint presentations referring to “our legal team”
    • Press releases confirming IPS Law had issued letters before action
    • Budget documents showing costs incurred
    • An August 2022 retainer letter allegedly accepted by conduct

The Court’s Analysis of Key Evidence

The Significance of Timing and Documentation

The judge found the 18-month delay in producing any retainer letter particularly telling. This contrasted sharply with Mr Farnell’s prompt attention to client care documentation for individual athlete claims, suggesting he understood no traditional solicitor-client relationship existed with GSDT.

The Impact of Missing Documents

Several critical documents mentioned in parallel proceedings (IPS Law LLP v Safe Harbour Equity Distressed Debt Fund 3 LP) were conspicuously absent:

    • A “Global Agreement” dated September 2020
    • A December 2022 engagement letter
    • Multiple invoices referenced in cash accounts

The judge viewed this selective disclosure with considerable concern, particularly given Mr Farnell’s remarkable response when questioned: “if it’s not in the bundle, it’s not before the court.”

Costs and Investment Analysis

The court examined various financial aspects that influenced the decision:

    1. The Freeths Precedent: The previous solicitors had agreed to a potential future payment contingent on success rather than immediate payment, supporting the joint venture model
    2. Investment Agreements: Documents described alternately as “working capital” or “litigation funding” could support either interpretation
    3. Invoicing Practices: The existence of invoices never sent to the client suggested internal accounting measures rather than genuine client billing
    4. The August 2022 Letter: The defendant’s own reply stated this was prepared “so as to allow litigation funding to be obtained”

The Decision and Its Implications

Senior Costs Judge Rowley found decisively for the claimant, determining that:

    1. No solicitor-client relationship existed between the parties
    2. The relationship was “one of a partnership or joint venture of different entities bringing their skills to a project”
    3. Each entity invested time and effort at its own risk
    4. No implied retainer created liability for legal fees

This ruling provides useful guidance for costs liability in commercial legal ventures:

    • It emphasises the importance of clear, contemporaneous documentation
    • It demonstrates that courts will look beyond labels to examine the true nature of relationships
    • It confirms that not all legal work creates automatic entitlement to fees
    • It highlights the risks of selective document disclosure

Practical Lessons for Legal Professionals

This judgment offers several key takeaways:

    1. Document relationships immediately: The 18-month delay in producing client care documentation proved fatal to IPS Law’s case
    2. Be consistent: Contradictory positions in parallel proceedings undermined credibility
    3. Preserve and disclose relevant documents: Selective disclosure can lead to adverse inferences
    4. Clarify financial arrangements upfront: Ambiguity about payment structures invites disputes
    5. Consider regulatory requirements: Joint ventures may require different compliance approaches than traditional retainers

Conclusion

This case serves as a useful reminder about the importance of properly documenting professional relationships from the outset. While the potential rewards of Project Red Card were substantial, the failure to clearly establish whether IPS Law was acting as a solicitor or joint venture partner resulted in unpaid fees exceeding £159,000.

For law firms considering alternative fee arrangements or joint ventures, this judgment demonstrates that the true nature of the relationship—not merely how parties describe it—will determine costs liability. Clear, contemporaneous documentation remains the best protection against future disputes.

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GLOBAL SPORTS DATA AND TECHNOLOGY GROUP LIMITED V IPS LAW LLP [2025] EWHC 1910 (SCCO) | SENIOR COSTS JUDGE ROWLEY | CPR PART 67 | SOLICITORS ACT 1974 | IMPLIED RETAINER | EXPRESS RETAINER | PRELIMINARY ISSUES | CLIENT CARE LETTER | RETAINER VALIDITY | PROJECT RED CARD | JOINT VENTURE AGREEMENT | LITIGATION FUNDING | WORKING CAPITAL | FREETHS LLP | SAFE HARBOUR EQUITY LLC | MIMI AND MARBLE INVESTMENTS LTD | DEAN ARMSTRONG KC | RICHARD DUTTON | CHRIS FARNELL | JASON DUNLOP | RUSSELL SLADE | ADAMS V LONDON IMPROVED MOTOR COACH BUILDERS [1921] KB 495 | IPS LAW LLP V SAFE HARBOUR EQUITY DISTRESSED DEBT FUND 3 LP [2024] EWHC 2663 (CH) | DEPUTY ICC JUDGE CURL KC | CPR 19.6 | CPR 19.8 | TERMS OF BUSINESS | RULE 15 LETTER | INTERIM INVOICES | CLIENT ACCOUNT PAYMENTS | DRAFT ENGAGEMENT LETTER | CLIENT AUTHORITY | POWERPOINT PRESENTATIONS | INVESTOR DISCLOSURES | DUE EXECUTION OF RETAINER | DISPUTED INVOICES | RETAINER SCOPE | ONBOARDING CLAIMANTS | DATA RIGHTS | GDPR BREACH CLAIMS | GROUP LITIGATION | LITIGATION RISK SHARING | COMMERCIAL AGREEMENT | NON-SIGNATURE OF RETAINER | RECOVERY BASIS | INVESTOR RETURNS STRUCTURE | ECONOMIC INTEREST STRUCTURE | CLIENT CONDUCT ACCEPTANCE | S.70 ASSESSMENT | SHARING IN DAMAGES | PROFESSIONAL CONDUCT OBLIGATIONS | DOCUMENTARY OMISSIONS | EVIDENTIAL INFERENCE | CAPACITY ARGUMENTS | BILL FORMATTING CHALLENGE | INFERRED CONTRACTUAL RELATIONSHIP | CREDIBILITY OF WITNESSES | NON-DISCLOSURE IMPACT