H&P Advisory Ltd v Barrick Gold (Holdings) Ltd

Subject Matter

CONTRACT — Formation — Offer and acceptance — Investment bank performing unpaid preparatory work on proposed merger of two companies — Whether contract for bank to provide investment advisory services in relation to merger — Whether company accepting offer to contract made by bank

[2025] EWHC 562 (Ch); [2025] 1 WLR 4919; [2025] WLR(D) 154, Ch D

RESTITUTION — Unjust enrichment — Free acceptance of benefit — Investment bank performing unpaid preparatory work on proposed merger of two companies — Whether company unjustly enriched at bank’s expense — Whether company’s free acceptance of unpaid work rendering enrichment unjust — Whether failure of basis on which work done rendering enrichment unjust — Whether “free acceptance” distinct from or ingredient of “failure of basis”

[2025] EWHC 562 (Ch); [2025] 1 WLR 4919; [2025] WLR(D) 154, Ch D