Not an ’homme d’affaires’

Pickersgill and another v Riley PC TLR 2 March

The scope of a solicitor’s duty to a client is governed by the instructions he receives and the circumstances of the case. Where the client is an experienced businessman and the transaction involves no hidden legal pitfalls, the solicitor is not normally obliged to travel outside his instructions and investigate matters that he has not been expressly or impliedly requested to enquire into or investigate. A youthful client, unversed in business affairs, might need explanation and advice from his solicitor before entering into a commercial transaction, but it would be pointless, or even sometimes an impertinence, for the solicitor to offer it to an obviously experienced businessman. Accordingly, where several years later it was discovered that a guarantee to the client had been given by a shell company with no assets at the time of the transaction and which had remained in that state, the solicitor had discharged his duty by giving a clear warning about the potential danger of accepting a contractual undertaking from a limited company. By accepting instructions the solicitor did not become the client’s ‘homme d’affaires’ and, in any event, bestowing that description on him could not alter nor add to the extent of the duty of care that he would otherwise owe, which did not extend to a continuing duty to advise the client on the commercial wisdom of any particular transaction.