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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10915
Experience:  Solicitor with 5+ years experience
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I own a limited company providing risk assessment services

Customer Question

I own a limited company providing risk assessment services to businesses. One of my larger clients is a company with whom I was formerly employed. I mention this as it is relevant later on. In the autumn of 2011 I submitted a 3 year proposal to provide annual fire risk assessments to all of the clients properties. The proposal was accepted verbally and possibly by email (unable to trace at this time). My company subsequently started the assessments in 2012 and completed all properties. Towards the end of 2012 I became aware that the company was in the process of being purchased by a competitor. The sales was referred to the monopolies and mergers commission and therefore did not complete until march 2013, during which time we had been instructed by our client to carry on with the 2013 cycle of assessments. Shortly after commencing the sale completed and our contact at the clients business was made redundant. Several attempts have been made to determine if the company will honour the services but to no avail. I have now escalated this to a Director level and they are essentially asking for sight of a formal contract. No contract was issued as the services were required urgently and I had a very good relationship with the company and was therefore happy to proceed with a basic instruction. We have been paid for all service up to the point of sale but are out of pocket as the new company have not engaged our services. This is worth circa £10K per year. What are our rights in this matter?
Submitted: 2 years ago.
Category: Law
Expert:  Ash replied 2 years ago.

Alex Watts : Hello my name is Alex and I will help you with this. Please note that I am a working Solicitor and may be on and offline as I have to attend Court and meet with clients, even at weekends. As such you may not get an instant response when you reply as this is not an ‘on demand’ live service, but rest assured I will be giving your question my immediate attention upon return. There is no need to wait here, you will get an email when I reply.
Alex Watts : Is the person you agreed the deal with still at the company plesse?
JACUSTOMER-fy7mu3a7- :

Hello Alex,

JACUSTOMER-fy7mu3a7- :

The person who the deal was set up with left the company as part of a consultation process. I am still in touch with them though if they need to confirm the appointment of the works.

Alex Watts :

A contract can be oral as well as written and is legally binding.

Alex Watts :

However clearly an oral contract is much harder to prove the existence of than a written contract.

Alex Watts :

If you have lost the emails confirming or inferring the 3 year deal that clearly is detrimental to your case.

Alex Watts :

If they cut the deal short you have the option to sue the Company for breach of contract but for loss of profit.

Alex Watts :

But the point is you may struggle with the evidence.

Alex Watts :

You have lost the email and the person you agreed the deal with has left.

Alex Watts :

You could bring a claim for breach of contract but the burden would be in you, as Claimant to prove the case.

Alex Watts :

But if you have been doing the work for a number of years this implied conduct could mean there is an oral contract in existence and you could seek reliance on that.

Alex Watts :

Can I clarify anything for you about this today please?

JACUSTOMER-fy7mu3a7- :

Yes, I should be able to produce the email and I am still in contact with the person who instructed the work. This is a large company and any such decision would have needed executive committee approval. This was obtained and hence the works were appointed. We completed the first year and started the second year. The sale took place during the second year.

Alex Watts :

Yes. The email is key really.

Alex Watts :

Does that help?

JACUSTOMER-fy7mu3a7- :

In the absence of an email will confirmation from the person suffice?

Alex Watts :

Yes. But if it went to Court they are likely to be required to attend Court and give evidence to confirm this.

JACUSTOMER-fy7mu3a7- :

Would this be a costly exercise? We are a small consultancy and the company are a large multi national with their own legal team etc. I am confident the person who commissioned the work would support us but we cannot afford a costly legal battle, costly in both time and money.

Alex Watts :

It depends on how much you are claiming. Fees are here: http://www.justice.gov.uk/courts/fees

JACUSTOMER-fy7mu3a7- :

Of the premises left to assess circa £10K per year, so just short of £20K. In the onus and liability on the new company or the existing company? I believe our services were part of the due diligence exercise but obviously cannot prove this if challenged.

Alex Watts :

Existing company - whoever you contracted with

JACUSTOMER-fy7mu3a7- :

Sorry but Im a slightly confused. Our company was appointed by a company which has now been purchased by another company. The company who we were contracted with had a parent company who still exist.

Alex Watts :

I see, in that case if they purchased all the assets and liabilities then the contract would be transferred too

Alex Watts :

Does that help?

Alex Watts :

If this answers your question could I invite you leave feedback on my service which I hope has been excellent today, if you need more information or help then please click reply.

Please remember that I am always happy to help if you have future questions, even if I am in Court I can normally respond within a few hours. For future information, please start them with ‘For Alex W’.

Please bookmark my profile if you wish for future help: http://www.justanswer.co.uk/law/expert-alexwatts/

JACUSTOMER-fy7mu3a7- :

HI Alex, Sorry for the delay, I had to pop out.

JACUSTOMER-fy7mu3a7- :

In the interim I have actually received a response from the new company asking for sight of the email confirming approval or statement to that effect. I have asked my contact for a statement and also if she kept a copy of her emails. I am also checking with my archives.

JACUSTOMER-fy7mu3a7- :

On the assumption that I can corroborate that the proposal was accepted by either email/statement and the new company decided to engage us how would we stand in terms of a breach of contract? They could argue that their time was spent integrating the company which delayed our assessments. We missed 19 assessments last year which were in our eyes confirmed business. Quite frankly I don't want to work for them but want to know if they can pull this excuse to halt any potential action against them. I believe it is a breach of the agreement and lost revenue? Please can you confirm. Thank you.

Alex Watts : They are only in breach if they terminate the deal. But you can not claim for loss of revenue only loss of profit.
Alex Watts : You can't claim revenue only lost profit.
Alex Watts : Does that help?

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