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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10915
Experience:  Solicitor with 5+ years experience
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My question relates to Contracts. We have had a 12 month

Customer Question

My question relates to Contracts.
We have had a 12 month contract with the NHS since November 2009. It was a 12 month contract that rolled over. The 2011 contract (that was issued and signed in August 2012) amended a fundamental criteria of the contract. The amendment was the insertion of 3 words.
Unfortunately, believing the contract to be rolled on from before we did not read it in detail. (It is a 32 page contract). We signed it. Ironically others, party to the contract, did not amend their activities, that should have happened consequent to these three words.
This amendment has made a considerable alteration to our income. However, the question is whether this amendment should have been flagged up in a covering letter. From speaking with a number of people associated with the drafting of contracts (but not solicitors) they say that it should have been, if only as a courtesy, but should it have been flagged legally? Would there also be a code of conduct that may have suggested that it should have been notified.
I hope the nature of my question is understood. I look forward to your kind reply.
Kind regards
John
Submitted: 1 year ago.
Category: Law
Expert:  Ash replied 1 year ago.
Alex Watts :

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

Alex Watts :

Did you seek advice before you signed the contract?

Alex Watts :

Was this signed as a business please?

JACUSTOMER-vhow9hbb- :

No. we are a chiropractic clinic and we introduced ourselves to the NHS and offered ourselves / services as we were aware that they did not have our service and thus could provide patient choice.

JACUSTOMER-vhow9hbb- :

The initial contract was undertaken as a pilot study which allows them to offer a 12 month contract without a very detailed layer of verification of ourselves. This pilot study was just extended year on year. I understand that they should not really have done that but it seemed to satisfy both parties.

JACUSTOMER-vhow9hbb- :

The contract allowed 15 GP practices to refer direct to us. Then an MSK Pathway was devised which allowed Gp's to use an algorithm that meant continuing to refer direct to us, or to consult via phone a GP with special interest in musculoskeletal care, or thirdly to have to refer direct to the GP with special interest who could then refer to us. This was adopted without a contract amendment in October 2010. Then the MSK Pathway was changed to a Triage and this is when the contract was subsequently amended and GP's were told to refer direct to the Triage team and not direct to us. However, many GP's still referred to us. Sadly the Triage team refer on very few patients to us.

Alex Watts :

I assume as a practice you did not take advice on the contract?

JACUSTOMER-vhow9hbb- :

No. The terms of the contract were all acceptable to us. The issue is whether as a convention of a better word, the change should have been flagged up clearly.

Alex Watts :

Sadly as you are not a consumer then you have less rights. This means that before you sign a contract you should read it and make sure you are happy with the terms and conditions.

Alex Watts :

It they had represented the terms were the same, when they were not then that is a different mater

Alex Watts :

But on the basis you had the contract, you could have read and taken advice on it

Alex Watts :

You are deemed to be bound and have read the conditions

Alex Watts :

Sadly therefore the responsibility is on you to read them, unless they said the contract remains the same

Alex Watts :

I am sorry if this is not the answer you want and certainly not the one I want to give you, but I have a duty to be honest

Alex Watts :

Can I clarify anything about this today please?

JACUSTOMER-vhow9hbb- :

In what way would they have represented the terms being the same. Is it not possible to argue that as it was the continuation of a previous contract that it is implicit that it is the same unless they notify you otherwise?

Alex Watts :

No. You had a 12 month contract

Alex Watts :

Therefore if there is a new contract to be signed, you need to check the terms.

Alex Watts :

You are in business and if you took it to Court a Judge would say, did you read it?

Alex Watts :

If the answer is no, then sadly the Court would not find

Alex Watts :

I assume they just wrote, enclosed a copy and asked you to sign

Alex Watts :

I assume they didnt say - these terms are the same as the contract previously signed

JACUSTOMER-vhow9hbb- :

Does the fact that we continued to work under a contract that, by the dates therein, legally finished at the end of October and were continued to be remunerated monthly, nine month period after its legal completion not blur the edges a bit and make one believe that contract was to be as the previous two?

Alex Watts :

but its not contract. Its a new one. You agree that it was not read and assumed the terms were the same. Thats the problem.

Alex Watts :

People could get out of contracts by saying they didnt read the terms which would defeat the whole point of a contract

Alex Watts :

As a business you are sadly expected to read contracts before signing them

Alex Watts :

I am sorry

JACUSTOMER-vhow9hbb- :

No I understand the pertinence of the last point. Maybe it is semantics but the only way that the contract could be renewed was if it was a continuation of the pilot study. Does that give any validity to my erroneous assumption?

Alex Watts :

Sadly not. Maybe up until the point you re-signed. But once you signed the new contract the new terms took effect.

Alex Watts :

I am sorry I can't give you the answer you want, but I do have to be truthful

JACUSTOMER-vhow9hbb- :

Alex I do understand the importance of you laying it out as it is. So anyone who does flag up any amendments is just doing it as a generosity

Alex Watts :

Yes. There is no duty to flag up amendments.

Alex Watts :

As someone who is in business the level of understanding and reading a contract is far higher

JACUSTOMER-vhow9hbb- :

Oh ok. And any ambiguity created by the events that happened leading up to this situation have no relevance because the terms within the contract are the sacrosanct point. Sorry If you feel I have been trying to eek out a different opinion from you but it has cost us a substantial amount of money and as it stands lead to the closure of what was a very successful 12 year old business. Thanks speed of response though Alex.

Alex Watts :

Happy to help. Can I clarify anything else today? I am sorry business

JACUSTOMER-vhow9hbb- :

No I don't think so. Thank you thoughts.

Alex Watts :

Thank you. If I could ask you to rate my service before you go today, the button should be at the bottom of the screen

Alex Watts :

If you need more help please click reply

Alex Watts :

If this answers your question could I invite you rate my answer before you leave today.


If the system won’t let you please click reply.



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