The Supreme Court of Cyprus has unanimously upheld a finding that a special retainer was void for uncertainty because it did not clearly establish how a legal fee was to be calculated.

The judgment, delivered on 2 September 2026, reinforces a fundamental contractual principle: an agreement cannot be enforced where an essential term is uncertain or contains contradictory alternatives that cannot be resolved from the contract itself. The Court may interpret the parties’ bargain, but it cannot create one for them.

Background

The appeal arose from a lawyer’s claim under a special retainer.

The retainer provided for payment of expenses together with 10 cents for every euro of the amount awarded to the client and/or the value of the property received.

The District Court held that the retainer did not establish whether the fee was to be calculated by reference to what had been awarded or what had actually been received. It therefore found the agreement void under section 29 of the Contract Law, Cap. 149.

Supreme Court decision

The Supreme Court confirmed that the interpretation and certainty of a written agreement are questions of law.

The clause contained two materially different bases for calculating the fee, producing substantially different outcomes. The expression “and/or” did not clarify whether those bases were cumulative or alternative, or which should prevail. The Court could not resolve that uncertainty without effectively determining the parties’ bargain itself.

Practical significance

Not every ambiguity will invalidate an agreement. However, where an essential obligation, particularly the basis of payment, is uncertain or internally contradictory and cannot be ascertained from the contract as a whole, the agreement may be unenforceable.

Outcome-based contracts should clearly identify the relevant trigger, while the wider message is clear: uncertainty in an essential term is not merely a drafting weakness, it may deprive the agreement of legal effect.