Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. I am a corporate solicitor with expertise in company law, company acquisitions and commercial contracts. Can you post a pdf of the contract into this thread?
My question are:
1.The real Company is called xxxxx xxxxxx
can this be used at a reason to make the contract invalid?
2. The person who signed the contract is not en employee of xxxxx xxxxxx.
Does this make the contract between the parties invalid
3. There is a 4.000.000 EUR penalty under 8.1. Previous Charges mentioned. Those previous charges concern another company ( in which the signer of this contract is Managing Director) and refer to a service Agreement back to Aug. 2009. xxxxx xxxxxx however has been established first in 2011.
The content of this contract I have known since 6 month back but I have not reacted and I don't want to react to this until its needed or in case I can't reach the Incentive levels or wanting to stop working with this company. But of course if no reaction makes me liable to 4.000.000 in penalty I have to change my strategy.
Thanks in advance.
1. As long as the company number for big xxxxx xxxxxx and registered office is correct then a small error in the name is ***** ***** to invalidate the contract;
2. This comes down to an issue of authority was it evident that the employee did not have authority to sign the contract? If it was not the company may still be bound on the basis of "ostensible authority" - meaning the other party is reasonably entitled to rely on the fact that the employee was an agent of the signatory and therefore had authority to sign the contract;
3. I would seriously question the enforceability of clause 8 - under English it could be construed as a penalty for termination and not a pre contractual estimate of damages. Penalty clauses tend not to be enforceable under English law. They would have to prove that this was a pre existing contractual obligation.
Can you tell me a bit more about the context of clause 8 - is there an underlying contract?
Any feedback is gratefully received.
I look forward to hearing from you.
There was a pre existing contract with another, German Company.
I however wanted to have a new contract with the new, totally independent, Company I created in 2011.
When the contract endend a new contract has been made but Travelport added this and the person signed who was the Managing Director of the German Company was happy (I guess) he could get ride of his problem by having this in the new contract. This 4.000.000 Euro are "virtual" and do reflect some exxeding searches the old company did. However they never enforced this, even paid the comopany full commission until the last month.
Hi, Thank you. So essentially the new co is assuming liability of the xxxxx . The contract says xxxxx xxxx becomes payable if New Co terminates. I would argue that is a penalty under English Law and not enforceable.
But this was added to force us to stay with them for at least 4 years as with that we can't premature cancel this agreement.
There is no evidence in my mind that the Euro 4 million is in any way an estimate of loss.
no htey have not made any loss as otherwise they would not paid us commissions.
Hi, Thank you. You may have grounds in England to argue that is is unenforceable.
Thanks for your detailed information. I am happy with that answer as its important for me to know that those 4.000.000 are not enforcable should I choose to discontinue with their services
can you please take off the company name.... from the correspondence,
as its visible to others
Alex J. :
1. As long as the company number XXXXXXXXX