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It's a familiar scenario: you contract to provide advice, and you think there has been mission creep. Can you claim a reasonable fee for what you see as the extra you have provided based on the other side being unjustly enriched? Not in this case.
Services within scope of contract
RMK Maritime claimed it was engaged under an advisory agreement to provide limited services to Euronav in relation to a merger with Gener8. RMK said it ultimately provided a broader range of advisory services allegedly based on a shared understanding that Euronav would pay a further reasonable fee. Euronav argued this was all within scope, there was no shared understanding, and that any further fee was understood to be discretionary.
The argument centred on the scope of the "Project". RMK said it ended when an offer was made. The court interpreted the contract to cover the period through to completion, and fees being expressly payable up to closing was consistent with a continuing role.
Any variation to be in writing
The agreement had provisions requiring any expansion of scope to be agreed in writing by both parties. This, the court said, reflected a clear consensus that a prerequisite to additional services was written agreement. It also displaced the possibility of restitution for unjust enrichment, since awarding a reasonable fee would undermine the parties' allocation of risk.
By providing additional services without a written variation, RMK assumed the risk of no payment beyond Euronav's discretionary bonus.
Judgment:RMK Maritime v CMB.TECH (formerly Euronav)
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