Agenda item concerning Legal Invoice

Agenda item concerning Legal Invoice
Submitted by the Chairs’ meeting and scheduled for 11-March-2024


TDF has received an invoice relating to legal advice delivered to the previous Board. The current Board will discuss the matter.


Following our call on Friday and based on the documents and Board information we have, we conclude:

  1. The law firm was engaged by an engagement letter that was signed by the then-Chair under authority of a Board motion which could make TDF obliged to paying their valid invoices.

  2. The timesheet attached to their invoice represents work performed at the request of TDF’s previous Board-assigned representative and is within the scope of the known Board resolutions.

  3. The work invoiced also includes research and preparation of a draft policy that was delivered to the previous Board-assigned representative in November but obviously rejected by him.

  4. The draft we have received (dated Feb 2024) represents the later output following a revised request by the previous Board-assigned representative (it is “what the client requested” and not “what the law firm would recommend using”).

  5. Directors have criticised the delivered document as inadequate, and said the invoice is too much for creating a document an AI could have written. However, the invoice is not just for the document delivered. It is, so far and up to November 2023, the only invoice from the engagement and settles all the work since the contract was signed, including a discarded draft. Additionally the law firm had to deal with a good deal of unprofessional behaviour from their client. So the invoiced amount covers all the costs associated with the engagement since March 2023, including considerable work that is not reflected in the deliverable received.

  6. The law firm Partner responsible for this engagement has already approved a significant reduction in the billing for the work performed and has capped the cost at €8k (net) and ensured the timesheet only includes activity related to deliverables and not the costs of client management.

  7. The law firm has indicated they do not currently intend to bill for the unbilled work, amounting to about an additional €2k (net).

  8. The law firm has confirmed that there is no billable work in progress so no further costs will arise. Additionally the TDF deputy-chair instructed them not to perform further billable work, which the law firm has acknowledged.

  9. In summary: The invoice is valid and reflects a significant reduction from the amount that could have been billed, and the law firm has demonstrated good faith by interacting with us, supplying correspondence and waiving further charges. Leaving this invoice unpaid could well lead to litigation. Hence TDF should pay it promptly regardless of related reservations about the work itself.

Proposed Motion

RESOLVED that TDF instructs and empowers the Executive Director to pay the law firm €8160.00 + VAT in full and final settlement of the invoice and attach a message to the remittance advice stating “This payment represents the full and final settlement of all outstanding costs owed by TDF to the law firm.” and that the public minute may redact commercially-sensitive elements and be delayed until the Board confirms the matter is resolved.

Change history

Date: 14-Mar-2024 Change: Redacted sensitive bits By: Florian Effenberger
Date: 05-Mar-2024 Change: Changed language so as not to imply the matter is decided and to leave room for new findings in correspondence By: Chairs’ Meeting
Date: 04-Mar-2024 Change: Updated to reflect discussions By: Simon Phipps & Florian Effenberger
Date: 01-Mar-2024 Change: Created By: Simon Phipps

The motion has been approved in the board’s meeting of March 11, 2024 as follows:
(Minutes of this meeting will be published soon.)

Board members:
Eliane Domingos -1
Simon Phipps +1
Eike Rathke +1
Sophie Gautier -1
László Németh +1
Italo Vignoli +1
Bjoern Michaelsen +1

Board deputies:
Paolo Vecchi -1
Osvaldo Gervasi -1
Mike Saunders -1

I applaud this new style of communication that allows us to know how each director has voted.

A small but significant change.

Not sure what the arguments for and against were, but we should always remember that BoD member and employee time is also a valuable resource, and devoting their time to argue over an invoice is itself paying a significant price.