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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3695
Experience:  Solicitors 2 years plus PQE
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Hello, I had a contract to supply musicians to a company

Customer Question

Hello,
I had a contract to supply musicians to a company that was taken over. My contract stated that if the musicians were to be employed again at that venue within 18 months, it must be arranged through my company. The musicians were duly booked through a third party agent and performed at the same venue. My question is: Is my original contract still valid with the new company? Thank you.
Submitted: 3 years ago.
Category: Law
Expert:  Alex J. replied 3 years ago.
Hi,
Thank you.
My name is ***** ***** I will assist you.
In relation to the company that was taken over - was it the owner that sold the company or was the business of that company sold?
For example was it a limited company, and the shares of that limited company were bought by a third party?
Who was the name of the other party to your contract?
Kind regards
AJ
Customer: replied 3 years ago.

Hello AJ

Thank you for your email.

The original contract was with Gala Casinos Ltd which was acquired by Grosvenor Casinos Limited in 12th May 2013.

The other party was a Rat Pack tribute act. They performed at a casino within the specified time restriction and I have now taken both parties to the small claims court. My specific clause to both parties was “Any subsequent engagement of an artiste named, at this venue or as a result of this booking within the 18 month period following this engagement must be arranged through the offices above.”

The Grosvenor Casino are defending my claim.

Kind regards
Antonio

Expert:  Alex J. replied 3 years ago.
Hi,
Thank you.
Your contract with Gala casino Ltd still applies.
On that Basis have the act been engaged at the same venue?
Unfortunately the restriction wont apply to Grosvenor based on the above wording alone.
What defence have they given?
Kind regards
AJ
Alex J. and other Law Specialists are ready to help you
Customer: replied 3 years ago.

Thanks AJ

The act has been engaged at the same venue allbeit with a new owner. I have not taken Gala Casino to court but Grosvenor and the artist as I assumed all obligations would be transferred to the new company.

The defence from Grosvenor is: The date of the Alleged Agreement is prior to the coming into existence of the Defendant and prior to its' ownership of the Casino. The defendant therefore denies that it is a party to the alleged agreement or that it is or can be in breach of it.
The Claimant is therefore required to prove that the Alleged Agreement exists and contains the alleged terms, that the Defendant is a party to it, that the Defendant has breached it and that the Claimant has suffered the alleged loss.

Kind regards

Antonio

Expert:  Alex J. replied 3 years ago.
Hi,
Thank you.
Did Grosvenor buy the Venue or did they buy the share capital of Gala?
Kind regards
AJ
Customer: replied 3 years ago.

Thanks AJ

They purchased 19 casinos under the Amended Acquisition. I'm not sure about the share capital of Gala but have attached a link to the Agreement to acquire.

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail.html?announcementId=11510353

Kind regards

Antonio

Expert:  Alex J. replied 3 years ago.
Hi,
Thank you.
It does not look like they actually purchase Gala Casino Limited. They were going to but the deal changed.
I still think you have grounds to GCL because your contract is with them, and they are still in breach of it.
Have GCL served noticed to terminate?
Kind regards
AJ
Customer: replied 3 years ago.

Thank you AJ

No, we have not been served notice to terminate. There was a change of legal entity on 27th Jan 2013 to Gala Casino 1 Limited we were just informed of this for our new invoices to be addressed to whilst the company changed. This is the only correspondence we have received.

Based on what you have said, it looks like I should be pursuing Gala Casinos instead of Grosvenor casinos.

Kind regards

Antonio

Expert:  Alex J. replied 3 years ago.
Hi,
Thank you.
To confirm you received notice that the contract was assigned to Gala Casino 1 Limited?
This is significant because Gala Casino 1 Limited was purchased by Grosvenor.
Kind regards AJ
Customer: replied 3 years ago.

Hi Alex. Sorry only just got this one through while I was sending the other.

We received notice that all dealings and new contracts/invoices be made out to GC1 Ltd. during transition. It did not mention transfer of existing contracts.

A

Expert:  Alex J. replied 3 years ago.
Hi,

Thank you.

Is there any possibility you could send me a copy of the notice? For my attention to [email protected]

Grosvenor is not the correct party to sue, we need to establish if it is GCL or GCL1 and then work out how to wind down your claim against Grosvenor or amend it.

If you can send me the notice i can review, it may take a little while for it to filter to me, so please do not be concerned if you do not hear from me right away.

Kind regards

AJ
Customer: replied 3 years ago.

Hello Alex

I am just getting hold of the copy from our office and will get this emailed across.

In addition, having just spoken to the Legal Director at Grosvenor Casinos Ltd, he believes our contract is covered under Gala Casinos Limited and not GCL1 which was created after our contract.

As soon as I get the notice, I will email it over.
Thanks for your help again.

Kind regards


Antonio

Expert:  Alex J. replied 3 years ago.
Hi,

Many thanks.

It depends what the notice of assignment says (or if it is an assignment at all).

It is good you are in a dialogue with him, because ideally you would like to try and stop the proceedings without any cost consequences, so you can pursue the correct party.

I will let you know as soon as I receive it.

Kind regards

AJ
Customer: replied 3 years ago.

Hi Alex,


 


Many thanks for the above. I have sent over the letter we received. Also I've spoken to the court as documents were to be delivered today to them and either side.


 


If I wish to change the Defendant, I need to fill out a N244 at a cost of £155.


 


Kind regards


Antonio

Expert:  Alex J. replied 3 years ago.
Hi,

Thank you.

An N244 is an application notice, you can apply to amend the proceeedings - does the existing defendant consent to being replaced by the correct party to the proceedings?

Kind regards

AJ
Customer: replied 3 years ago.

Hello AJ


 


I have received notice from the existing defendant that he consents to being replaced by the correct party.


 


Kind regards


Antonio

Expert:  Alex J. replied 3 years ago.
Hi,

Thank you.

I have just received the documents you sent.

I will review them asap and revert to you.

Kind regards

AJ
Expert:  Alex J. replied 3 years ago.
Hi,

Thank you for your patience.

I have reviewed this, and they seem to be telling you to invoice Gala Casino 1 Ltd.

Is this what you did for this particular band?

Kind regards

AJ
Customer: replied 3 years ago.

Hello AJ


 


Ive only just received this message sorry. Seems there may be a bug in the system?


 


The contract in question was agreed with Gala Casinos Ltd and the Invoice was paid by Gala Casinos Ltd before Gala Casinos 1 Ltd came into existence.


 


Kind regards


Antonio


 


 

Expert:  Alex J. replied 3 years ago.
Hi,

Thank you.

That notice is then for future work. If it is a notice of assignment then only the benefit of the contract will go to Gala Casino 1, the burden will remain with Gala Casino Limited. Therefore it would appear that they are the correct party to sue.

How much are you claiming? DO they actually have any money.

Kind regards

AJ

Customer: replied 3 years ago.

Hi AJ


 


Many thanks.


 


I have emailed over my original claim to G (Grosvenor) Casino. The amount is for £1,020.43.


 


The company Gala Casinos Ltd is still registered at companies house at the same address as their bingo operation that is ongoing but I have no idea if they have any money.


 


Kind regards


Antonio


 

Expert:  Alex J. replied 3 years ago.
Hi,

Thank you.

Are still providing them with a service for their Bingo Halls?

Kind regards

AJ
Customer: replied 3 years ago.

Hi AJ


 


No - we have never provided services for Bingo halls.


 


Is issuing the N244 to change the defendant to Gala Casinos Ltd the next logical step? I am conscious of the deadline of 30th September to pay a further £80 court fee.


 


Kind regards


 


Antonio

Expert:  Alex J. replied 3 years ago.
Hi,

Thank you.

The procedure for doing this is set out in the CPR:
http://www.justice.gov.uk/courts/procedure-rules/civil/rules/part19/pd_part19a#3.1

The problem is you have to re serve the proceedings. Does Gala Casino Limited know that you have a claim against them? Have you put them on notice?

Kind regards

AJ
Customer: replied 3 years ago.

Thanks AJ


 


I have not put Gala Casino Limited on notice so they will not know I intend to claim against them. Should I write to them first?


 


Many thanks for your help.


 


Kind regards


Antonio

Expert:  Alex J. replied 3 years ago.
Hi,

Thank you.

It may be best to do so - do you have a contact at Gala. They will obviously try and defend the claim.

I am reluctant to tell you to spend money on a solicitor that you cannot recover but this has got complicated and you have exposed your self to costs risk with the other party.

I would try and pursue the claim, but for the sake of £1,000 I would be mindful that Gala could be winding down their operations and chances of a recovery may be slim.

Kind regards

AJ
Customer: replied 3 years ago.

Hi AJ


 


Thanks very much.


 


All our contacts were TUPE'd over to the new co.


I'll ring the number in the letter they sent and try and contact Kevin Donohoe from Gala Coral Group who is head of commercial contracts and then pursue it myself.


 


Kind regards


 


Antonio