What This Case Is, and What It Is Not
The Winros Partnership (formerly Rosenblatt Solicitors) v Global Energy Horizons Corporation [2026] EWCA Civ 654 is a solicitor and client dispute under the Solicitors Act, about a firm’s contractual entitlement to its own fees. It is not an inter partes detailed assessment authority, and it should not be pressed into service as one.
It earns its place here for a different reason: entitlement to costs begins with the retainer, and this is a judgment about what happens when the retainer runs out of road.
The Question
Where a client repudiates a conditional fee agreement and the solicitor accepts that repudiation, can the solicitor recover the value of work already done on a quantum meruit — an unjust enrichment basis — rather than being confined to the terms of the CFA?
The Answer
No, at least not where the agreement addresses termination itself. The Court of Appeal (Lady Justice Asplin, Lord Justice Lewison and Lord Justice Stuart-Smith) dismissed the appeal on 22 May 2026, holding that no restitutionary remedy was available and that the solicitor could not recover beyond what the CFA expressly provided.
The reasoning is short enough to quote and worth memorising: “Where the very circumstances are addressed in the contract, it seems to me that it is not possible to imply a different basis for the relationship.”
The Clause That Decided It
The relevant CFA contained detailed termination provisions, including a clause permitting the solicitor to terminate where the client failed to meet its responsibilities. That clause covered the very situation which arose.
The firm did not use it. It accepted the client’s repudiatory breach instead. The court treated that as a strategic choice rather than a gap in the contract, and a strategic choice does not produce the failure of basis that restitution requires.
Behind that sits a policy point stated openly: holding parties to the allocation of risk they agreed respects “the parties’ autonomy to configure the legal relations between them”. A court will not rewrite a bargain because one side later finds it uncomfortable.
Where It Sits Among the Entitlement Cases
Read on its own, Winros is a contract case. Read with two others, it completes a picture that matters to anyone drawing a bill:
- HD v North Devon Healthcare Trust — where the retainer is unenforceable there is no client liability, and so nothing to recover from the paying party.
- Kapoor v Johal — where the bill claims more than the client was liable to pay, the indemnity principle bites.
- Winros — where the retainer itself defines what the solicitor may recover, the court will not supply a more generous basis after the relationship ends.
The common thread is that entitlement is created by the retainer and nowhere else. Each of these cases is a different way of discovering that after the work has been done.
The Drafting Lesson
Draft the termination provisions of a CFA on the assumption that they will be the only remedy available. Specifically:
- identify the circumstances in which the firm may terminate, and say what is payable;
- deal expressly with client default rather than leaving it to general law;
- decide what happens to work in progress on termination, in terms, rather than hoping for a restitutionary fallback; and
- remember that accepting a repudiation is a choice with consequences, not simply a faster route to the same place.
A Note on Sources
Citation, court, date, the constitution of the court and the quoted reasoning were taken from the approved judgment published by the National Archives.