Saul & Co v Rashbrook
Raymond Saul & Co LLP v Mr Billy Rashbrook [2025] EAT 129
Facts
Mr Billy Rashbrook (the Claimant/Respondent) was employed by Raymond Saul & Co LLP (the Appellant/Respondent) and became a newly qualified solicitor in September 2021. He brought a claim for an unlawful deduction of wages, arguing that the firm had failed to pay him a commission as stipulated in his contract. The commission clause (8.1(a)) stipulated that the employee would be paid 20% of the profit costs invoiced by him that exceeded a threshold (three times his salary, or £114,000), provided those amounts were "in respect of the work carried out by the Employee whilst acting as a solicitor to the Company".
The firm argued that, once the contributions of supervising partners, other fee earners, and trainees were deducted, the Claimant had not reached the commission threshold. The Employment Tribunal (ET) found the claim to be well-founded and ordered the firm to pay a commission totalling £7,866.16. The ET interpreted the contract "quite simply" as requiring the employer to pay 20% commission on the amount invoiced by the claimant in excess of the threshold. The ET concluded that there was no term permitting apportionment, and further held that there was no evidence before it that the firm had kept the necessary records to engage in a proper exercise of apportionment.
Held
The Employment Appeal Tribunal (EAT), presided over by Andrew Burns KC, allowed the appeal and dismissed the claim. The EAT held that the ET had erred in its interpretation of the contract. The EAT found that the ET failed to give meaning to the express contractual wording that commission was only payable on amounts "in respect of the work carried out by the Employee". Applying the natural and ordinary meaning of the words, the EAT concluded that the contract required apportionment, meaning the Claimant only earned commission from profit costs exceeding the threshold, which were in respect of his work, and not the work of his colleagues.
The EAT also held that the ET's finding—that there was no evidence of the Respondent keeping necessary records for apportionment—was perverse, given the evidence presented by the firm concerning time recording and the identification of other fee earners who had worked on the files. Applying the principle established in Jafri v Lincoln College, the EAT determined that, given the correct interpretation of the contract and the undisputed facts that a newly qualified solicitor required supervision and assistance, there was only one answer open to a reasonable tribunal. The EAT concluded that the Claimant could not realistically have generated sufficient profit to exceed the commission threshold in his first year of practice, and therefore remitting the case would be a waste of time and costs.
Comment
This judgment reaffirms the importance of applying the proper construction of contractual terms, particularly those relating to remuneration. The EAT explicitly applied the general principle of contractual interpretation established in Wood v Capita, confirming that the construction must follow the natural and ordinary meaning and incorporate commercial and common sense, especially in contexts like a City solicitor’s firm, where multiple fee earners often contribute to the same file. The EAT noted that the contract's structure, particularly the reiteration of the requirement in Clause 8.3, confirmed that the profit costs must be "in respect of work carried out by him (and not by his colleagues)".
Furthermore, the EAT guided the robust application of the Jafri principle, finding that where the corrected interpretation leads to only one realistic outcome based on the undisputed facts (like the necessity of supervision for a newly qualified solicitor), the EAT is justified in dismissing the claim rather than remitting it. The case also serves as a reminder that the threshold for proving a perversity appeal is high, requiring an overwhelming case that no reasonable tribunal could have concluded.
