Ho Seow Wan v Morgan Lewis Stamford LLC: Contentious Business Agreements & Legal Profession Act

In Ho Seow Wan v Morgan Lewis Stamford LLC, the Singapore High Court addressed whether a fee agreement based on solicitors' charge-out rates constitutes a contentious business agreement (CBA) under Section 111 of the Legal Profession Act. Mr. Ho applied for a referral of cost bills to the registrar for taxation, which was dismissed. The court held that the engagement letters between Mr. Ho and Morgan Lewis Stamford LLC (formerly Stamford Law Corporation) were CBAs, precluding taxation under Section 112(4) of the LPA. The court ordered Mr. Ho to pay costs of S$6,500 to MLS. Mr. Ho has appealed the decision.

1. Case Overview

1.1 Court

High Court of Singapore

1.2 Outcome

Taxation application dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court judgment on whether a fee agreement based on solicitor's charge-out rates constitutes a contentious business agreement under the Legal Profession Act.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Ho Seow WanPlaintiffIndividualTaxation application dismissedLostChristopher Anand s/o Daniel, Arlene Foo Li Chuan
Morgan Lewis Stamford LLC (formerly known as Stamford Law Corporation)DefendantCorporationApplication grantedWonTan Gim Hai, Adrian, Lu Huiru, Grace

3. Judges

Judge NameTitleDelivered Judgment
Chan Seng OnnJudgeYes

4. Counsels

Counsel NameOrganization
Christopher Anand s/o DanielAdvocatus Law LLP
Arlene Foo Li ChuanAdvocatus Law LLP
Tan Gim Hai, AdrianMorgan Lewis Stamford LLC
Lu Huiru, GraceMorgan Lewis Stamford LLC

4. Facts

  1. Mr. Ho engaged INCA Law LLC in February 2012 to represent him in a dispute with his brothers.
  2. Ms. Chew and Mr. Gadriel Tan, who were handling Mr. Ho's case, moved from INCA Law to Stamford Law Corporation (SLC) in June 2013.
  3. Mr. Ho then engaged SLC, who sent him engagement letters for Suit 195 and Suit 108 in August 2013.
  4. The engagement letters specified the scope of services and the hourly rates of the lawyers involved.
  5. Mr. Ho terminated MLS's services in November 2015 and transferred the conduct of the suits to Rajah & Tann Singapore LLP.
  6. Mr. Ho applied to have the bills of costs issued by INCA Law, SLC/MLS, Opus 2, and Litigation Edge referred to taxation.
  7. The court dismissed the taxation application, finding that the engagement letters were contentious business agreements (CBAs).

5. Formal Citations

  1. Ho Seow Wan v Morgan Lewis Stamford LLC (formerly known as Stamford Law Corporation), Originating Summons No 105 of 2017, [2018] SGHC 31

6. Timeline

DateEvent
Mr. Ho engaged Ms. Lynette Chew and Mr. Gadriel Tan at INCA Law LLC.
Mr. Ho commenced Suit 195 against his brothers and Guan Ho Construction.
Mr. Ho filed an urgent ex parte application for interim injunctions.
Mr. Ho obtained interim prohibitory and reinstatement injunctions.
Guan Ho Construction commenced Suit 108 against Mr. Ho.
SLC filed notices of change of solicitor in the Suits.
Ms. Chew and Mr. Gadriel Tan left INCA Law and joined SLC.
SLC sent Mr. Ho the Suit 195 Engagement Letter and the Suit 108 Engagement Letter.
Mr. Ho applied for orders of committal against his brothers.
Guan Ho Construction successfully applied for Suit 108 to be tried by the same trial judge as that for Suit 195.
Mr. Tan Chuan Thye SC took charge of the conduct of the Suits.
Mr. Ho commenced Suit 1267 against his brothers and Guan Ho Construction.
Mr. Ho’s brothers successfully applied to consolidate the committal hearing with the trial of Suit 195.
Mr. Ho successfully applied to consolidate Suit 1267 with Suit 195.
SLC underwent a change in name, and has since been known as MLS.
Committal hearing held.
Court found in favor of Mr. Ho, holding that Mr. Ho’s brothers were liable for contempt of court.
Court ordered Mr. Ho Poey Wee to pay a fine of S$25,000 and Mr. Ho Seow Ban to pay a fine of S$20,000.
Mr. Ho terminated MLS’s services and transferred conduct of the Suits to Rajah & Tann Singapore LLP.
R&T informed MLS that a settlement had been reached for the Suits.
Mr. Ho informed MLS that he had engaged Advocatus Law LLP to advise him in respect of the bills of costs.
MLS filed Bill of Costs No 192 of 2016.
Mr. Ho filed the taxation application.
Hearing for the taxation application.
Court dismissed the taxation application.

7. Legal Issues

  1. Contentious Business Agreement
    • Outcome: The court held that the engagement letters were CBAs within the meaning of Section 111 of the Legal Profession Act.
    • Category: Substantive
    • Sub-Issues:
      • Specificity of terms
      • Agreement on charge-out rates
  2. Taxation of Costs
    • Outcome: The court held that the bills of costs were precluded from being sent for taxation under Section 112(4) of the Legal Profession Act.
    • Category: Procedural
    • Sub-Issues:
      • Special circumstances for taxation
      • Time limit for taxation

8. Remedies Sought

  1. Referral of bills of costs to taxation
  2. Refund of overpaid costs

9. Cause of Actions

  • Minority oppression claim
  • Breach of fiduciary duty
  • Negligence

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Legal Services

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Chancery Law Corp v Management Corporation Strata Title Plan No 1024High CourtYes[2016] 4 SLR 480SingaporeCited for the requirements of a contentious business agreement (CBA), specifically that there must be sufficient certainty or specificity of the terms governing the fees.
Shamsudin bin Embun v P T Seah & CoHigh CourtYes[1985-1986] SLR(R) 1108SingaporeCited for the requirement that there must be sufficient certainty or specificity of the terms governing the fees in a CBA.
Chamberlain v Boodle & King (a firm)English Court of AppealYes[1982] 1 WLR 1443England and WalesCited for the principle that a CBA must be sufficiently specific to tell the client what he is letting himself in for by way of costs.
Ho Seow Wan v Ho Poey Wee and othersHigh CourtYes[2015] SGHC 235SingaporeCited to note that the court found Mr. Ho's brothers liable for contempt of court.
Addleshaw Goddard LLP v Nicholas Stewart Wood, Kevin John Hellard as General Administrators of the Estate of Platon Elenin (formerly Boris Abramovich Berezovsky)English High Court (Senior Courts Costs Office)Yes[2015] EWHC B12 (Costs)England and WalesCited to support the view that a fee agreement that sets out the hourly rates of the solicitors would be sufficiently specific to constitute a CBA.
Law Society of Singapore v Andre Ravindran Saravanapavan ArulCourt of Three JudgesYes[2011] 4 SLR 1184SingaporeCited for the principle that overcharging can occur even where the client has agreed to the tariff of charges if the number of hours billed for has been inflated or if work unnecessary to achieve the purpose of the retainer has been billed for.
Kosui Singapore Pte Ltd v ThangaveluHigh CourtYes[2015] 5 SLR 722SingaporeCited for the principle that a client's right to refer his solicitor's bills to taxation is a powerful right and the only judicial process designed specifically to assess and fix the reasonable fees which a solicitor is entitled to charge a client.
Wong Foong Chai v Lin Kuo HaoHigh CourtYes[2005] 3 SLR(R) 74SingaporeCited for the principle that no action may be maintained in respect of a contentious business agreement and all such agreements will have to survive the scrutiny of the court.
Lin Jian Wei and another v Lim Eng Hock PeterHigh CourtYes[2011] 3 SLR 1052SingaporeCited for the principle that the court would then have the discretion under s 113(5) to direct the impugned bill to be sent for taxation.
Wee Harry Lee v Haw Par Brothers International LtdCourt of AppealYes[1979-1980] SLR(R) 603SingaporeCited for the principle that there is no rigid rule in respect of what kind of circumstances would be considered sufficiently special to justify reopening the fee agreement and sending it for taxation.
Sports Connection Pte Ltd v Asia Law Corp and anotherHigh CourtYes[2010] 4 SLR 590SingaporeCited for the principle that there is no rigid rule in respect of what kind of circumstances would be considered sufficiently special to justify reopening the fee agreement and sending it for taxation.
Ho Cheng Lay v Low Yong SenHigh CourtYes[2009] 3 SLR(R) 206SingaporeCited for the principle that a disciplinary committee's finding that the solicitor had in fact overcharged has been regarded as one of the circumstances that satisfies the special circumstances requirement.
Nash v SwannBritish Columbia Supreme CourtYes[1994] BCJ No 1824CanadaCited for the principle that it was impermissible for the solicitor's fee agreement to include the Unusual Success Fee because the latter caused the entire fee agreement to amount to no more than an agreement to render services at a rate to be fixed later.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Legal Profession Act (Cap 161, 2009 Rev Ed)Singapore
Section 122 of the Legal Profession Act (Cap 161)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Contentious business agreement
  • Charge-out rates
  • Taxation of costs
  • Engagement letter
  • Legal Profession Act
  • Special circumstances
  • Hourly rates
  • Bills of costs

15.2 Keywords

  • Contentious business agreement
  • Legal Profession Act
  • Taxation of costs
  • Singapore High Court
  • Solicitor fees

16. Subjects

  • Legal Fees
  • Contract Law
  • Civil Procedure

17. Areas of Law

  • Legal Profession
  • Contract Law