• At Kemp Little, we are known for our ability to serve the very particular needs of a large but diverse technology client base. Our hands-on industry know-how makes us a good fit with many of the world's biggest technology and digital media businesses, yet means we are equally relevant to companies with a technology bias, in sectors such as professional services, financial services, retail, travel and healthcare.
  • Kemp Little specialises in the technology and digital media sectors and provides a range of legal services that are crucial to fast-moving, innovative businesses.Our blend of sector awareness, technical excellence and responsiveness, means we are regularly ranked as a leading firm by directories such as Legal 500, Chambers and PLC Which Lawyer. Our practice areas cover a wide range of legal issues and advice.
  • Our Commercial Technology team has established itself as one of the strongest in the UK. We are ranked in Legal 500, Chambers & Partners and PLC Which Lawyer, with four of our partners recommended.
  • Our team provides practical and commercial advice founded on years of experience and technical know-how to technology and digital media companies that need to be alert to the rules and regulations of competition law.
  • Our Corporate Practice has a reputation for delivering sound legal advice, backed up with extensive industry experience and credentials, to get the best results from technology and digital media transactions.
  • In the fast-changing world of employment law our clients need practical, commercial and cost-effective advice. They get this from our team of employment law professionals.
  • Our team of leading IP advisors deliver cost-effective, strategic and commercial advice to ensure that your IP assets are protected and leveraged to add real value to your business.
  • Our litigation practice advises on all aspects of dispute resolution, with a particular focus on ownership, exploitation and infringement of intellectual property rights and commercial disputes in the technology sector.
  • We have an industry-leading reputation for our outsourcing expertise. Our professionals deliver credible legal advice to providers and acquirers of IT and business process outsourcing (BPO) services.
  • We work alongside companies, many with disruptive technologies, that seek funding, as well as with the venture capital firms, institutional investors and corporate ventures that want to invest in exciting business opportunities.
  • Our regulatory specialists work alongside Kemp Little’s corporate and commercial professionals to help meet their compliance obligations.
  • With a service that is commercial and responsive to our clients’ needs, you will find our tax advice easy to understand, cost-effective and geared towards maximising your tax benefits.
  • At Kemp Little, we advise clients in diverse sectors where technology is fundamental to the ongoing success of their businesses.They include companies that provide technology as a service and businesses where the use of technology is key to their business model, enabling them to bring their product or service to market.
  • We bring our commercial understanding of digital business models, our legal expertise and our reputation for delivering high quality, cost-effective services to this dynamic sector.
  • Acting for market leaders and market changers within the media industry, we combine in-depth knowledge of the structural technology that underpins content delivery and the impact of digitisation on the rights of producers and consumers.
  • We understand the risks facing this sector and work with our clients to conquer those challenges. Testimony to our success is the continued growth in our team of professionals and the clients we serve.
  • We advise at the forefront of the technological intersection between life sciences and healthcare. We advise leading technology and data analytics providers, healthcare institutions as well as manufacturers of medical devices, pharmaceuticals and biotechnological products.
  • For clients operating in the online sector, our teams are structured to meet their commercial, financing, M&A, competition and regulatory, employment and intellectual property legal needs.
  • Our focus on technology makes us especially well positioned to give advice on the legal aspects of digital marketing. We advise on high-profile, multi-channel, cross-border cases and on highly complex campaigns.
  • The mobile and telecoms sector is fast changing and hugely dependent on technology advances. We help mobile and wireless and fixed telecoms clients to tackle the legal challenges that this evolving sector presents.
  • Whether ERP, Linux or Windows; software or infrastructure as a service in the cloud, in a virtualised environment, or as a mobile or service-oriented architecture, we have the experience to resolve legal issues across the spectrum of commercial computer platforms.
  • Our clients trust us to apply our solutions and know-how to help them make the best use of technology in structuring deals, mitigating key risks to their businesses and in achieving their commercial objectives.
  • We have extensive experience of advising customers and suppliers in the retail sector on technology development, licensing and supply projects, and in advising on all aspects of procurement and online operations.
  • Our legal professionals work alongside social media providers and users in relation to the commercial, privacy, data, advertising, intellectual property, employment and corporate issues that arise in this dynamic sector.
  • Our years of working alongside diverse software clients have given us an in-depth understanding of the dynamics of the software marketplace, market practice and alternative negotiating strategies.
  • Working with direct providers of travel services, including aggregators, facilitators and suppliers of transport and technology, our team has developed a unique specialist knowledge of the sector
  • Your life as an entrepreneur is full of daily challenges as you seek to grow your business. One of the key strengths of our firm is that we understand these challenges.
  • Kemp Little is trusted by some of the world’s leading luxury brands and some of the most innovative e-commerce retailers changing the face of the industry.
  • HR Bytes is an exclusive, comprehensive, online service that will provide you with a wide range of practical, insightful and current employment law information. HR Bytes members get priority booking for events, key insight and a range of employment materials for free.
  • FlightDeck is our portal designed especially with start-up and emerging technology businesses in mind to help you get your business up and running in the right way. We provide a free pack of all the things no-one tells you and things they don’t give away to get you started.

Mates rates: a cautionary tale

Lawyers know as well as anyone that professionals are often approached by friends and family for a little off-the-cuff advice. Whilst everyone wants to help out a friend in need, there is an inherent risk in proffering informal advice – not least, that it can turn the friendship sour if it ends in dispute. The case of Burgess & Another v Lejonvarn [2016] EWHC 40 (TCC) - a recent trial of preliminary issues - considers whether a legal duty of care can arise between friends, and serves as something of a cautionary tale when it comes to providing professional services to friends.

The Burgesses had obtained a quotation from a well-known landscape gardener to carry out a project to landscape their garden – the quotation was for approximately £20,000. Basia Lejonvarn, a neighbour and close friend of the Burgesses who happened to be a foreign-qualified architect who had performed professional services for the Burgesses before, believed this to be too expensive and told the Burgesses that the works could be completed for a smaller budget. Lejonvarn secured a contractor to carry out the earthworks and hard landscaping for the Burgesses and essentially managed the contractor relationship. Her intention was to provide subsequent design input in respect of the “soft” elements of the project, such as lighting and planting, when that stage was reached. She did not charge for the initial work, but intended to charge a fee for the “soft” elements – however, the project never reached that stage.

The Burgesses became increasingly concerned about the quality and cost of the project work, and the relationship between them and Lejonvarn deteriorated. The Burgesses ultimately engaged the landscape gardener who provided the original quote to complete the project, and claimed against Lejonvarn, in both contract and tort, for the increased cost of completing the project.

The judge’s intention was to assist the parties in attempting to avoid a subsequent trial, or at least to minimise the scope for disagreement at any trial. The judge considered five preliminary issues:

  1. Was a contract concluded between the Burgesses and Lejonvarn?
  2. If so, what were its terms?
  3. Did Lejonvarn owe a duty of care in tort?
  4. If so, what was the nature and extent of her duty?
  5. Was a budget of £130,000 for the project discussed between the Burgesses and Lejonvarn, and if so when?

In relation to the first two issues, as to whether a contract had been concluded and what its terms were, the judge called on legal precedents that referred not to the parties’ actual intentions, but what those intentions would reasonably be understood to be from the parties’ communications with each other. The judge found that it was impossible to draw out the legal elements required for a contract from the inchoate emails exchanged between the Burgesses and Lejonvarn. Leaving aside the fact that there was no discussion about fees, “nothing was said about the duration of services, provision for their termination or any other clauses of the type typically to be expected in a professional’s terms of engagement. In addition, the parties never discussed, or even mentioned, the notion that they would be entering a contact between themselves.” In short, there was simply no agreement, and the parties did not intend to be legally bound by a contractual relationship.

In light of the judgment that there was no contract, the sole basis upon which legal liability could exist between the Burgesses and Lejonvarn was if a duty of care in tort existed. In relation to the third and fourth issues, the judge called on legal precedents that considered that “if someone possessed of a special skill undertakes, quite irrespective of contract, to apply that skill for the assistance of another person who relies upon such skill, a duty of care will arise.” The judge found that it is well established in case law that, in respect of advice and/or any service in which a special skill is exercised by a professional, a duty of care extends to the protection against economic loss. 

The judge also considered the fact that Lejonvarn was providing certain project management services for free, on the basis that she only intended to seek specific payment for the second phase once the earthworks had been completed. The judge found that the fact that the services were free did not mean that they were informal or social in context – in fact, the services were all provided in a professional context and on a professional footing.

Lejonvarn was found to owe a duty of care to the Burgesses to exercise reasonable skill and care in the provision of professional services acting as an architect and project manager. This covered the selection and procurement of contractors and professionals by Lejonvarn, project management and supervision of the works, and detailed design work by her. The judge also held that the Burgesses and Lejonvarn had discussed a budget of £130,000 on two occasions and that Lejonvarn knew that the Burgesses were relying on that figure – she had therefore assumed responsibility to the Burgesses for the accuracy of that budget figure.

Whilst this may serve as a warning to any professional who is preparing to offer informal advice or services to a friend, the judge did note that “this was a significant project…being approached in a professional way. This was not a piece of brief ad hoc advice of the type occasionally proffered by professional people in a less formal context. Instead, the services were provided over a relatively lengthy period of time and involved considerable input and commitment on both sides. They also involved significant commercial expenditure on the part of the Burgesses. It would be wrong to categorise this as akin to a favour given without legal responsibility.”

This perhaps serves as a reminder that, whilst a brief piece of ad hoc advice or work in an informal context might not result in any difficulties, anything more significant – whether between friends or not – should be documented in a contract to avoid any disputes later down the line. In the absence of a contract, it is important to exercise greater care in distinguishing between social and professional relationships.

For further information, please contact Pippa Denny.