A recent court case serves as a useful reminder that it always pays to have a formal written contract, rather than relying on what was agreed in verbal discussions or through exchanges of emails or other messages.
The Case
The case of Harrison (t/a Rayson Engineering) v Buchanan and another [2025] EWHC 3283 (IPEC) was brought by the Claimant, a sole trader, who had created technical drawings for the Defendants, a father and daughter, in connection with an electrochemical water conditioner that they wished to develop.
The Claimant’s engagement was based solely on a verbal discussion with the Defendants in 2022.
The issues for the court to determine are related to two matters:
- Copyright infringement – for making use of the drawings before payment was made; and
- Breach of contract – for non‑payment by the Defendants.
Claim for Copyright Infringement
The Claimant did not pursue the first claim all the way to trial, as there was insufficient evidence for the court to reach a conclusion. The Claimant was unable to produce the drawings themselves, and there was also no written evidence to show that the agreement between the parties required payment before the drawings could be used.
Claim for Breach of Contract
The Claimant sought payment of £35,180 (£350 per day for 100 days, plus £180 for materials). However, he was unable to provide evidence that this day rate had been agreed or that 100 days of work had in fact been undertaken.
The court first had to consider whether any agreement existed requiring the Defendants to pay for the drawings. The Defendants argued that the Claimant had agreed to create them without a fee, simply to give him focus and alleviate boredom. However, evidence showed that in a 2022 email exchange, the Defendants accepted that they would pay something for the drawings.
The court then considered what fee was actually payable. It reviewed emails and a Facebook exchange from 2023 in which both parties referenced the Claimant being owed €15,000 for the drawings. In the absence of any other evidence, the court awarded €15,000 (plus 2% interest) on the basis that this appeared to be the sum agreed by both sides.
The impact of not having a Written Contract
In addition to the copyright claim failing due to lack of written evidence, a defence put forward by the Defendants, namely, that they had not paid because the drawings were not of the expected standard, also failed. This was because there was no evidence that any standards or quality criteria had been agreed.
Whether or not either party anticipated a fee at the outset, the court could only determine one based on the evidence available to it.
All of these issues could have been avoided had the parties entered into a proper written contract setting out:
- The scope of the Claimant’s work
- The standards required for the drawings
- The intellectual property rights being granted and when they would arise
- Any fee payable and the timing of payment
Key Takeaways
No one enters into an arrangement expecting a dispute, and people often rely on verbal discussions made in good faith. However, disputes are far more likely to arise when the agreement is not written down or only partially documented.
To maximise the chances of an agreement being successful, it is best to have a formal written contract that sets out all of the agreed terms so that both parties can look back to that agreement in the event of any discord with the aim of being able to resolve the matter without the need for court proceedings.
Our teams can assist you in preparing a formal written contract, as well as supporting you in the event of any dispute relating to a contract, whether written or verbal. For more information, please contact Jenny Wade, Partner and Head of Commerial, at Jenny.Wade@swinburnemaddison.co.uk or call our team on 0191 384 2441.
