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Vincent2013
Vincent2013, JustAnswer Expert
Category: Law
Satisfied Customers: 213
Experience:  Qualified solicitor and barrister (non-practising) with 7+ years experience
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RTA came out to help us sell our care agency and we found out

Resolved Question:

RTA came out to help us sell our care agency and we found out it cant be sold as the contract is to go back to the council. So technically they are selling nothing as the company has no other income but the contract with the local authority. We also want the name of the company to be changed before sale we made this very clear. There are two directors only one sign the contract RTA says they want £8100 as we are stopping them from making £15000. We sign the agreement on the Friday and cancel on the same Friday and also send an email to them. however they were very abusive and threatening that we will need to pay. as the shares of the company can be sold. Please help

Submitted: 3 years ago.
Category: Law
Expert:  Vincent2013 replied 3 years ago.

Hi, thanks for your question. My name's XXXXX XXXXX I'm going to assist with it.

 

Cooling off periods circumstances where contracts are made in someone's home or place of work only apply to individuals, not companies.

 

Further, under s.43 of the Companies Act 2006, a contract can be made under the laws of England on behalf of a company, by a person acting under its authority. Therefore the signature of only one director would be sufficient to contractually bind a company.

 

However, where one party cancels a contract (in breach thereof) the other party can only recover damages for actual losses sustained. This could include loss of profit but if the company to be sold has lost 100% of it's business and cannot now be sold, the business sale agent would not have obtained their commission anyway. Any clause that requires a specific amount to be paid upon breach is likely to be unenforceable as a financial penalty.

 

Considering the contract was cancelled on the same day, actual losses for any breach should be fairly negligible.

 

I hope this helps.

Customer: replied 3 years ago.

Hi thank you What if the Director of the company resigns who sign the contract who then will be liable the other director? as its causing a lot of grieve.


 


The contract was sign at the office RTA said there is no cooling off period.


 

Expert:  Vincent2013 replied 3 years ago.
No problem at all.

If the contract was entered into by the company, it is the company that will be bound, not the director. Director's can attract personal liability for their actions but only in specific circumstances.

The regulations dealing with implied cooling off periods would not apply if the contract was signed at the service provider's offices and, in any event, only apply to natural persons.

Nevertheless, as I say, their actual losses are likely to be limited.

I hope that's helpful.
Customer: replied 3 years ago.

Many thanks for all your help

Expert:  Vincent2013 replied 3 years ago.

You're very welcome.

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