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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3472
Experience:  Solicitors 2 years plus PQE
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I have a question regarding my recent sale of a commercial

Resolved Question:

I have a question regarding my recent sale of a commercial lease and a business as a going concern.
The question is relating to the agent's fees. I maintain that we never agreed a fee. They are stating that I am bound to their terms of business as I accepted viewings arranged by them (implied acceptance of terms).
I feel that they did not fully act in my best interests and I never signed anything to agree to their terms. I wanted them to act as my agent but I wanted to negotiate the fee.
After the sale completed, I wrote to them to state that I wasn't happy with their service and felt the fee to be unfairly high. I offered them a smaller fee. They have a cheque which they have not banked yet but is valid. They have offered a reduced fee but nothing close to the fee that I feel is fair.
Is there anything I can do?
Submitted: 2 years ago.
Category: Law
Expert:  Alex J. replied 2 years ago.

Thank you for your question and welcome.

My name is ***** ***** I will assist you.

Did they ever make you aware of or provide you with a copy of their terms and conditions?

Kind regards

Customer: replied 2 years ago.



They did.

They sent a letter with the terms set out and asked me to sign and return it.

The terms set out the fees clearly

I telephoned them and said that I would't sign or return it until we had agreed the fee.

I did say that I wanted them to be the agent but I stated from the outset that I wanted to negotiate the fee.



Expert:  Alex J. replied 2 years ago.

Thank you.

Do you have anything in writing that says you wanted to negotiate the fee?

What is the difference between what they have offered and what you want to pay?

Can you also tell me a bit about what they have done that you are not happy with?

I am going to write a response but this may take me some time. Please do not be concerned if you do not hear from me until this evening.

Kind regards

Customer: replied 2 years ago.

Thanks AJ

I didn't put anything in writing until after the sale completed.

I will send you the letter that I wrote them.

Will you email me or shall I stay logged onto this site?


I've just checked

I've got my follow up letter but not the one immediately before that although it notes my reasons for wanting to pay less.

Their invoice at the moment has been reduced to £2750 plus VAT (£3,300). I have offered them £1000 which is the value of the cheque in their possession .


Most recent letter:


Mr Leonard.


Thank you for your letter dated 07/05/14. It strikes me that my reply must have been lost in the post so I am re-sending a copy.


Firstly, I would like to thank you for your goodwill gesture to reduce your original invoice, and thank you also for the copies of the previous letters, which you have noted, were never signed or returned as we had never agreed your fee. In those letters, you state that acceptance of an appointment indicates acceptance of your terms of business. As our agreement was uncertain, I would dispute this point. I feel that as we had not agreed the fee at that time, the original offer was replaced by my counter offer(s).


That being said, your company did provide the introduction of my eventual purchasers and for that I am happy to pay a fee.

I maintain that I am still looking to agree a fair and reasonable price for your work done. Our negotiations started in November 2013 and the detail outlined in my previous letter and below summarises my feelings about the work carried out from that time until completion on 27th March 2014.


I am happy to pay a reasonable fee for the work done, but I consider the revised invoice amount of £3,000.00 still to be unreasonable for the work done.


My reasons for this are as follows:


  1. When I first instructed you last November to market my business on your website, I did so over the telephone and I had to provide my own photographs of the premises for sale. I was keen to sell so duly provided the photos but this implies to me a lack of reasonable care and skill with your primary task of ‘selling’ my business as the photos no doubt generated greater interest. At no point did you offer to send an agent.


  1. When you gave me your valuation, I felt that you had undervalued the business based on annual turnover, percentage profits and equipment valuation. After seeking independent advice, I instructed you to increase the purchase price and, although you eventually did change it, I was met with resistance from your company and was advised not to. You mentioned that your valuation was down to ‘the location’. I fail to see how the location in such an affluent town in Surrey can be a bad one. You certainly didn’t market it as such on your site. The fact that it sold within 2 weeks despite the increased price also evidences the under-valuation. I believe that this shows that you did not have my best interests at heart as your client, only your own. I believe that you showed a lack of care and skill in this matter.


  1. As mentioned above, despite the increased price, I had 2 viewings, 2 offers and accepted the second of these offers. The following morning, I instructed you to take the shop off the market and remove the listing from your site. The total period that you advertised my business for sale was under 2 weeks. So not very long.


  1. From that moment onwards, I felt that your company provided no further assistance in the transaction. I brokered the entire deal and spent much of my time, that I should have been working, contacting solicitors of both parties, councils, land registry, licensing bodies etc etc.


  1. The only contact that I had from your company was an occasional phone call (usually during my busiest trading times of between 12 and 2pm) for ‘an update’. Very little advice was offered during those calls and none of it was useful. Indeed, on one occasion, a colleague remarked that my solicitor wasn't being very professional due to his slow communication. I haven’t yet passed this comment onto him. I was also disappointed, given you knew the nature of my business (ie selling lunch foods) that your agents would call at lunchtime. The busiest time. Again a lack of care and skill.


  1. The one and only instruction that I gave you after the offer had been accepted was to collect references from the purchasers. When these references were later due for inspection some months later, you still hadn’t collected them. This further slowed down the sale by several weeks and cost me both in terms of time, money and also stress. I feel this to be poor service. Again a lack of care and skill


  1. Once the sale had completed, I have yet again been contacted via email for ‘an update’. This shows to me that you have at no time had any idea of what was going on with my transaction. Again, a lack of care and skill



I understand that these points are covered under Part 2 of Supply of Goods and Services Act 1982, specifically sections 13 (which requires the supplier to use reasonable care and skill) and 15 (which requires a reasonable charge for the work done)


For the above reasons, I believe that a fair and reasonable fee for the work done by your company to be £800. As you kindly, reduced your invoice as a gesture of goodwill, I am prepared to increase my offer to you to £1000 to conclude this matter. To that extent, I enclose a cheque for the full amount as my final offer for full and final settlement.


Please not that I have cancelled the cheque that was sent on 21/05/14 in the interests of security as it appears to have been lost in the postal system. If it ever arrives, please feel free to destroy it.



I await your response by return of mail at your earliest convenience.






Laurence Evans

Pink Footed Goose

Expert:  Alex J. replied 2 years ago.

Thank you very much.

I will review this tonight and respond ASAP.

Kind regards

Expert:  Alex J. replied 2 years ago.

Thank you for your patience.

Initially I too would have also suggested that you have a claim for breach of the implied term under S.13 of the Supply of Goods and Services Act 1982 i.e failure to use reasonable care and skill. You are effectively asking that on this basis you have suffered a loss (i.e time spent doing their job) they should reduce their invoice. You are already aware of this right and factored it into your negotiation.

The agents will argue that regardless of what their fee is, their job is to get willing buyers for your property and that is exactly what they have done. Accordingly they will use this as a defence against any claim under S.13.

Ultimately this will all come down to contractual interpretation:
(i) Can they prove a fee was agreed before you instructed them or was their instruction conditional on you agreeing a fee?
(ii) Once they started doing the work a fee definitely became payable, so in the absence of an agreement what is reasonably for the work done? The answer is somewhere between £1000 and £3300.

Unfortunately what happens next is entirely their prerogative - you are not going to sue them under S.13 unless they sue you. If they sue you for their unpaid invoice they will have to convince a court either that you agreed their fee or that £3,300 is a fair fee in the absence of an agreement but taking into account the failings of their service.

Taking all this into account your options are:
1. Do nothing - wait to see if they make a claim and if they do you counter claim and put in a defence;
2. Do not waste any more time on this - close it off as quickly as possible. If this goes to court it will be in the small claim courts and you wont be able to recover all the time and money you spend on it. If the starting sending you letters threatening court action then negotiate with them further - I can assure you it will be worth paying a couple of extra hundred pounds to make this go away rather than wasting time letting it go to court.
3. This is a bit spurious - make a complaint to trading standards - on the basis that you never agreed a fee and it is being imposed on you.

I look forward to hearing from you.

Kind regards

Alex J., Solicitor
Category: Law
Satisfied Customers: 3472
Experience: Solicitors 2 years plus PQE
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Customer: replied 2 years ago.



Many thanks for such a detailed and thorough response. I really appreciate it. I have been threatened with court action so I think I will choose to continue negotiating.


Hopefully we will meet somewhere in the middle and save both of us time, hassle and money in the process.


I'm really happy with the service that you provided and will have no hesitation to recommend this service to anyone that I know who needs it.


I will leave you 5 start feedback now.


I'm in the middle of negotiating a new premises, if the offer is accepted, would you be able to act for me or are you tied to just answer?




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