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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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I had a contract with a business sales company (Advent) to

Customer Question

I had a contract with a business sales company (Advent) to sell my business. The contract ended 07 July 2014.
A clause in the contract says that should I sell the business within 1 year of contract ending, to anyone whom Advent contacted while in contract, the sales comission would be payable.
A clause also states that should I sell any stock belonging to the business within 1 year of the contract ending, to anyone whom Advent contacted while in contract, a comission would be payable.
I have decided to sell the business and wanting to sell the stock I have had the following email dialogue with Advent:
04 August 2014
Hello Sian,
Thanks for replying with your suggestion that I contact you prior to selling my stock.
I am attempting to stick by the letter and spirit of our contract but your suggestion is unworkable.
I have no single buyer in mind and expect to sell a large amount of stock singly on Ebay. I cannot ask an anonymous buyer for their name.
However, I also have a large database of people, some of who might be interested in buying equipment, but presumably that same data protection act precludes me from telling you who they are?
To suggest that I should say to a telephone caller, a prospective buyer of equipment, “hang on, tell me your name, before selling to you I must call to Advent to see if you are on their list. I’ll call you back.” is an unreasonable and unworkable request.
Please suggest a practical alternative solution.
Yours sincerely
John Manning.
From: Advent Business Sales (Sales)
Sent: Monday, August 4, 2014 1:39 PM
To: ***** ***** John
Subject: Re: Fw: closing FAO James Beardworth re 1621TW Home Economist
Dear Mr Manning,
Thank you for your email.
Unfortunately your email of the 31st July was never received by us.
Due to the data protection act we are unable to provide you with contact details of people we have supplied information to.
My suggestion would be for you to advise us as to the names of the people you are planning on selling your stock to and we will let you know whether we have had any dealings with them.
Kind regards
S***** *****
Advent Business Sales
On 04/08/2014 08:34, Home Economist John wrote:
04 August 2014
Hello James
Please confirm that you received the email below sent last week, and I look forward to receiving your list.
Yours sincerely
John Manning
From: Home Economist John
Sent: Thursday, July 31, 2014 12:29 PM
To: Emberfarmway
Subject: closing
31 July 2014
Hello James,
As we cannot sell this business, we are considering the option of closing Home Economist and selling the assets.
I note in your letter confirming that our contract with you has ended that if we do sell the stock to anyone you contacted while trying to sell our business, a fee will be payable to you.
We do not want to get involved in payment of any more fees/commissions so I will be grateful if you will supply a list of those you contacted so we can avoid selling any of our stock to those named.
Yours sincerely
John Manning
Can you advise me as to whether or not I can sell my stock to anonymous and other buyers without first contacting Advent? Would Advent have a case against me?
Yours sincerely
John Manning
Submitted: 3 years ago.
Category: Law
Expert:  Ash replied 3 years ago.
Alex Watts :

Hello my name is ***** ***** I will help you with this.

Alex Watts :

If you sell the stock, wont you have to deliver the stock please?

Customer:

Hello

Customer:

Not necessairily - most customers will collect. But I can arrange for local delivery.

Customer:

Still there?

Alex Watts :

Yes hold on

Customer:

K

Alex Watts :

Wont they want an invoice for the stock though?

Customer:

Not always, the ebay customers are cash customers. If they do want an invoice and pay by card or bank, it is unrealistic of me to ask for their details before agreeing to sell.

Alex Watts :

Yes but as a business you would need to account for and record all the transactions?

Customer:

Certainly. But if I sell 1 item to a customer, get paid, then tell Advent and they say that customer was on their list, I will have to pay their commission (minimum £7000) even if I have sold the item for £100. Am I stuck with that?

Alex Watts :

Ok - Advent are correct, they can't give you a list as this would be a breach of the DPA

Customer:

If you wanted to buy a frridge from me, it is not really much of a sales pitch for me to ask your name to check off Advent's list, before agreeing to sell you the fridge. You would have gone home before I finished the call.

Alex Watts :

I would suggest that when you sell you keep a record of the name and address then tell Advent

Alex Watts :

That way you would not be in breach of contract

Customer:

Am I correct in saying that I cannot give them my customer list?

Alex Watts :

If you dont inform them sadly they could try and take commission on items

Alex Watts :

You can give them the customer list if your customer consents

Alex Watts :

If your customer does not consent then you can't

Alex Watts :

But you can make it a condition of sale that it can be disclosed to Advent

Alex Watts :

That way you get around it

Alex Watts :

Does that clarify?

Customer:

So if I sell the fridge to a customer and customer does not consent to me giving Advent their name, I cannot do so?

Alex Watts :

No, it would be a breach of the DPA

Customer:

Okay, that's comforting. That leads onto another question, i.e can Advent demand their £7000 commission even though they don't know who I sold stock to?

Customer:

Will that be another £36?

Alex Watts :

No its related so that is ok - they can't demand £7000 no

Alex Watts :

They would have to show it was someone on their list

Alex Watts :

But you need to be realistic though and not try and do them out of commission

Alex Watts :

If a customer does not consent to sharing the information you need a record of it

Alex Watts :

Does that clarify?

Customer:

No ... I'm not trying to. But they want full commission if I sell 1 item and it happens to be to a person on their list.

Alex Watts :

Yes they would not be entitled to that

Alex Watts :

So the trick is keep a record of everything so you can rebut if necessary

Alex Watts :

Does that clarify the position for you?

Customer:

Okay. Thanks for your time. £36 well spent. If yoy give me your contact record I will sign in again and ask you further questions for another fee.

Ash and 3 other Law Specialists are ready to help you
Expert:  Ash replied 3 years ago.
Please bookmark my profile if you wish for future help: http://www.justanswer.co.uk/law/expert-alexwatts/