On a share sale agreement, a retention was made with respect to a possible action. A clause in the agreement created a procedure for counsel’s opinion to be obtained as to its chances. The buyer obtained counsel’s opinion as provided.
Held: The defendant would not be allowed to go behind counsel’s opinion to challenge its basis or the instructions which led to it. It had been intended to act as a form of certificate to secure the money at issue until trial, and the only issue was as to whether it stood in the form agreed.
Mr Justice Lightman
England and Wales
Updated: 27 June 2022; Ref: scu.174458