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Ash
Ash, Solicitor
Category: Law
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Experience:  Solicitor with 5+ years experience
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I have a draft busines to business contract that has not been

Resolved Question:

I have a draft busines to business contract that has not been signed but has been in place unchallenged since 2011. It has been paid for 2 years and one term now kicks in from mid 2013. The term is being challenged. What rights do I have?
Submitted: 3 years ago.
Category: Law
Expert:  Ash replied 3 years ago.

Alex Watts : Hello my name is XXXXX XXXXX 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, but rest assured I will be giving your question my immediate attention upon return You do not need to wait here as you will get an email when I reply.
Alex Watts : Why was it never signed please? What is the document for?
Customer:

The contract is a services and sales generation contract. services provided by me at a significantly reduced rate with a defered sales related fee. My services are among other things to appoint distributers and the draft contract links to a 15% of sales generated fee. The service fee has been paid for around 2 years and now the sales fee is for the first time due and is being challenged

Alex Watts : It's bad news I am afraid.
Alex Watts : A contract is only binding if it is agreed by both parties.
Alex Watts : Here you have a contract only signed by one party and not another,
Alex Watts : This means that the parties are not bound by the terms,
Alex Watts : It may be that by their conduct they have abided by it, but it is not signed.
Alex Watts : Therefore if it is not signed the parties to not have to abide by the terms,
Alex Watts : Here one party is reliant on a particular clause .
Alex Watts : That clause is being challenged,
Alex Watts : Because it is being challenged and it has not been signed it is not binding on the parties.
Alex Watts : In short no agreement or no signed contract means it can not be relied upon.
Alex Watts : If the sales fee had been paid previously you would have been able to argue conduct and previous history.
Alex Watts : But it had not been paid before which causes difficulty.
Customer:

OK -they have agreed in principle with the sales commisions by email. ie they have tried to renegotiate to a smaller fee - does this mean they accept the principle or does it still need the signature?

Alex Watts : It needs evidence of agreement. So oral, written or conduct. I can not see you have any of this from what you have said to me.
Customer:

Sorry, we had oral at the start in full, written and not refuted but worked to for 2 years, partial conduct in that they wanted to remove 1 region from the discussions and add in new regios - this from their side not mine

Alex Watts : If you have evidence of oral contract you could sue for breach of contract.
Alex Watts : You need to write and set out your losses and request a refund within 14 days or say you will go to Court within 14 days. You should make sure you send this signed delivery and keep a copy.
Alex Watts : If they do not refund you then you can issue proceedings in the County Court. You can either do this online at: www.moneyclaim.gov.uk or by completing form N1 http://hmctsformfinder.justice.gov.uk/courtfinder/forms/n001-eng.pdf and take it to your local County Court.
Alex Watts : The Court will then issue a claim which a copy will be sent to the Defendant who will have a limited time to defend it, if not you can enter Judgment and enforce.
Alex Watts : If the matter is defended it will be set down for a trial. If the claim is for £10,000 or less it will be a small claim and you will not need representation.
Alex Watts : Can I clarify anything?
Customer:

Thanks Alex - I'll let you know

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’.


 


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