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tdlawyer
tdlawyer, Lawyer
Category: Law
Satisfied Customers: 1096
Experience:  11 years experience of general practice.
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As a contractor operating via a UK limited company, if I commence

Resolved Question:

As a contractor operating via a UK limited company, if I commence work without a written contract in place on the verbal understanding that the contract will be with me "in a few days" after 3 weeks there is still no contract - if I leave am I in breach of contract?
Submitted: 3 years ago.
Category: Law
Expert:  tdlawyer replied 3 years ago.

tdlawyer :

Hi thanks for your question.

tdlawyer :

My name isXXXXX can help with this.

tdlawyer :

The first thing to work out here is whether you have a contract. Then, if you do, on what terms.

tdlawyer :

So, when you agreed to start work, why was there no signed document in place?

Customer:

No documentation at all - the work was arranged through an agency with the client - all discussions were via phone with the agent

Customer:

we agreed a daily rate and that was all

tdlawyer :

Okay. So they said that something would be with you eventually to sign, but there was no discussion about what might be in it etc?

Customer:

yes, basically, the agent told me there would be a delay with the contract but the client needed me on site to start work before the contract would be ready

tdlawyer :

OKay.

Customer:

i was told over the phone a daily rate and possibly duration (6 months) but nothing else such as notice period, etc, etc

tdlawyer :

Then if there is no agreement for a notice period etc., then there is unlikely to be one, or at worst, there will be one for a "reasonable period".

tdlawyer :

It's possible that you do have a "reasonable" notice period that you should technically give.

tdlawyer :

Can I ask why you ask the question to start with today?

tdlawyer :

What is your concern?

Customer:

after 2 weeks of working whilst awaiting the contract I emailed the agent saying I wasn't happy no contract was forthcoming and wasn't going to attend the clients site until the contract was forthcoming, after a further week, I told the agent I would no longer do the work. I am concerned that I could be sued for breach of contract

Customer:

could i be construed as "accepting" a contract by actually starting the work in good faith

tdlawyer :

Let me tell you how the damages claim would work. Basically, if you should give, say, a one week notice period but choose not to, then if you are in breach, the amount you would be sued for is the loss that flows naturally from you not giving the one weeks notice period. So, the loss attirbutable to this is usually the difference in getting somebody in to do the work at the normal rates (that you charged) and the emergency rate (that a hypotetical replacement would charge for that one week's notice period).

tdlawyer :

You can be construed as accepting a contract by starting work, but in your case, probably not, because you need to know the terms of the contract to be able to accept them. You didn't as there was no discussion about the terms.

Customer:

That's a relief to hear. I commenced work but have continually chased the contract - albeit verbally

Customer:

Can you advise on whether it would be in my interest to simply give one weeks notice - although no-one has any obligation to pay me.

tdlawyer :

I cant really say whether it's in your interests, that quite a personal thing really, I don't know your work situation, how good the pay was and nor do I have access to the evidence as to who said what etc. etc.

Customer:

OK, so if the terms have not been relayed to me either in writing or verbally I have a case to say that I have not accepted the contract since I'm not in full knowledge of the terms of the contract?

tdlawyer :

Yes. Or, it might be that you have a contract in place based on what you talked about, but not the lengthy written document that you've never seen or discussed!

Customer:

All that has been discussed is that i provide my services as contractor/freelancer to the client at a rate of 420 a day for possibly 6 months commencing 3 weeks ago. And that is it.

Customer:

but it is all verbal.

tdlawyer :

Then I think you're right, the other contract that you've not seen or discussed cannot be the agreement/contract.

Customer:

then based on the verbal agreement, which is in place until the written contract is forthcoming, and bear in mind i won't get paid at all until the written contract is signed by bith parties... can I still be sued for breach of contract in any way?

tdlawyer :

Yes, you could be sued for breach of an implied term to give "reaosnable notice" but note that I said above about the value of that claim - it's likely to be very minimal if existent at all.

tdlawyer :

And I don't see why you shouldn't be paid until you sign a written agreement.

tdlawyer :

You should get paid for what you've done.

Customer:

yes.. i should, but that's not how it works. and if the verbal agreement hasn't discussed a notice period... but the written agreement has a notice period - or worse case none at all - what notice period might i be sued for in terms of damages do you think?

tdlawyer :

What do you do, how often are you supposed to be paid?

Customer:

I'm a designer. i've worked as a contractor for 14 years!!! first time in this situation.... my ltd company might invoice the agency on a weekly or monthly basis - depending on the terms in the written contract.

tdlawyer :

I would seek to argue this is a one week notice period. So, I would imagine very minimal damages if any at all.

Customer:

Thank you, XXXXX XXXXX good to hear

tdlawyer :

You're welcome.

tdlawyer :

Are you happy with the answer today?

Customer:

Yes, I'm happy with the answer if suing for damages in terms of the notice period is the worse I can expect.

tdlawyer :

Yes, I believe that's right. That said, in all my years doing this type of thing, I've never actually known anybody in your position get sued for breach of the notice period. As they say, past performance is not necessarily a guide to future performance .... so anything is possible, but likely - I think not.

Customer:

Many thanks

tdlawyer :

You're welcome.

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