• 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.
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  • 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.
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  • 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.

Scope of retainers

It is well established that, prima facie, the extent of any professional duty depends upon the terms and limits of the retainer. There have been several cases in recent times where the courts had to consider the issue of whether a professional owed his client a duty to advice on matters that were beyond the scope of the work as set out in their retainer letter. One such recent case is Denning v Greenhalgh Financial Services Ltd [2017] EWHC 143 (QB) where the court considered the scope of the duty of care owed, under the terms of a retainer, by a pensions adviser.

Facts:

The claim concerns an allegation of professional negligence on the part of Greenhalgh Financial Services Limited (“GFS”) upon the basis that GFS was in breach of a professional duty (in tort and/or contract) owed to the claimant by not performing a detailed review of pension transfer advice given to the claimant some eight years earlier by unrelated advisers.

In 2000, the claimant instructed Alexander Forbes Financial Services Ltd (“AF”) to provide pensions advice. AF advised the claimant to transfer his occupational pension to another provider. In 2008, the claimant was dissatisfied with the service provided by AF and instructed GFS to provide advice on the management of his investments. In 2009 and 2010, the claimant complained to the Ombudsman regarding AF’s advice. But the Ombudsman found that the limitation period had passed in relation to the advice provided in 2000. In 2013, the claimant issued a claim against GFS that GFS was negligent and had failed to advise him on a potential claim against AF and applicable limitation periods. The claimant alleged that but for GFS’s negligence, he would have issued a claim against AF in 2008 and would have received substantial damages.

The claimant relied on the earlier case of Credit Lyonnais SA v Russell Jones & Walker [2002] EWHC 1310 where it was held that a professional may owe a duty to give advice outside the scope of a retainer if, in the course of performing the retainer, the professional comes upon information which would lead any competent professional to perceive and advise upon a legal risk. It was emphasised that although a solicitor was under no general obligation to expend time and effort upon issues outside the scope of the retainer if, in the course of doing that for which the solicitor was retained, he became aware of a risk or potential risk it was his duty to inform the client. If in the course of performing his instructions within his area of competence a lawyer noticed or ought to have noticed a problem or risk for the client, which it was reasonable to assume the client did not know about, the lawyer was required to warn the client.

The court distinguished this case from that of Credit Lyonnais based on the fact that GFS was instructed to advise upon the claimant’s present and future financial requirements – the retainer was prospective. The information on the earlier transfer was provided for history and context only and no fees was to be paid to GFS to review the previous advice. There was no commercial or factual connection between the earlier transfer and the advice that GFS was asked to give. Further, the nature of the advice which it was argued GFS should have provided was in any event different in its nature to that which was the subject matter of the retainer. Based on these facts, Green J held that GFS owed no duty to advise on the possibility of a claim against AF and the claim had no real prospect of success.

Conclusion:

It is a relief to professionals that an extended duty to advise will only arise in “obvious cases”, and that there must be a “close and strong nexus” between the retainer and the matter on which it is said that the professional should have advised but failed to do so. This implies that if a client receiving professional advice wishes for any specific advice that is not covered in a retainer, then it should be discussed with the professional and the retainer amended accordingly. It is also a reminder of the importance of setting out the scope of work clearly in the retainer and if relevant, also specifying that there will be no review of past advice and that they will not consider on whether a client should complain about past advice.

Contact our experts for further advice

Vidya Rao