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Alex J.
Alex J., Solicitor
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Experience:  Solicitors 2 years plus PQE
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My colleague , the office manager, contacted a cleaning contractor

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My colleague , the office manager, contacted a cleaning contractor to get a quote for office cleaning, she emailed to say she wished to proceed and award them the contract. Following this email the contract arrived and i noticed that several of the cleaning functions were omitted. I called and asked them to redo the agreement before i signed. In the meantime they displayed a lack of urgency to reply and failed to respond to 2 of my emails which led me to believe the service would not be that good should we take them on.
I contacted 2 other cleaning companies and gained a very competitive quote with a local provider who dis not ask for a min contract term , just a 30 day notice period. I accepted and gave them the business. I informed the other compnany that we would not be proceeding with them and signing their contract. They have now threated to sue us for a 12 month loss of profit.
What is the legal situation, I am contracts manager
Submitted: 1 year ago.
Category: Law
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you for your question and welcome.
My name is ***** ***** I will assist you.
If you request services from them and they send you a draft contract it has to be assumed/implied that the service provision is "Subject to Contract".
On that basis the contract would not have commenced or be in force until either you a) sign the contract or b) commence the service provision. The fact that you disputed the terms of the draft contract shows that no contract was actually formed
I would write to them and say that no contract was in force and you did not agree to their contractual terms. You deny you owe them any money and if they take any action against you, you will robustly defend it and seek the cost of doing so from them.
Have they issued proceedings?
Kind regards
AJ
Customer: replied 1 year ago.

No not as yet but they have told me that unless i start their services they will sue for loss of profit for the year. They want to meet with me to 'sort this out'.

Expert:  Alex J. replied 1 year ago.

Hi, Thank you. There is no contract between you. The fact is they sent you a written agreement that did not reflect what you agreed - you rejected it, therefore these is no contractual relationship. You can meet them if you want, but if they never started the service provision and you did not sign anything, I would be robust about this and say there is nothing to sort out. You have no contract in place and if they take any action against you, you will defend the proceedings. 12months profit for doing nothing seems speculative to me. If they cannot prove you had a contract their claim will be unlikely to succeed. The only merit I can see in going to meet them is to try and resolve this amicably, but as they threatening to sue I think you are better served to keep all correspondence in writing. Therefore if you do have a meeting with them make sure you take a very detailed note of that meeting. Kind regard AJ

Customer: replied 1 year ago.

My only concern in this would be that The Office Manager also gave a provisional date to start services which was not finalized. When i took over negotiations and asked if they could if needed begin at an earlier start date they said they could not .

As i stated i did then ask that the contract be re drafted to include the services they had omitted

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
Agreeing a provisional date is not enough to prove the existence of a contract, especially if they sent you a written contract that did not reflect the agreed terms.
Your options are:
(i) Write to them and deny any contract and if they sue you, you will have to defend yourself;
(ii) If you really do not want to hassle of court, you will have to negotiate a settlement.
In my opinion I would not pay them anything - they did not start the service, and 12 months loss of profit as a claim when they do not even have a signed contract is speculative. You could get a solicitor to defend the claim and you would be able to reclaim your costs.
Kind regards
AJ
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Experience: Solicitors 2 years plus PQE
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