How JustAnswer Works:
  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.
Ask Ash Your Own Question
Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
75100385
Type Your Law Question Here...
Ash is online now

We are a business we recently changed business entity

Resolved Question:

Hello
We are a business we recently changed business entity from a partnership to a limited business.
We took out some advertising as a partnership which has given us no return and they have just sent us an invoice for a new 2 year contract as it is a rolling contract but neither myself or business partner were aware of this.
My question is do we have to pay this or because we have changed name to a limited company does this make the contract void.
Many thanks
Submitted: 2 years ago.
Category: Law
Expert:  Ash replied 2 years ago.
Hello my name is ***** ***** I will help you with this.
Did their terms say it was a rolling contract please?
Customer: replied 2 years ago.
yes
Expert:  Ash replied 2 years ago.
Then its bad news I am afraid. As a partnership you are still liable. This is because you signed the terms and conditions as a partnership and unless there are new contracts for the Limited company the partnership is liable.
You can't say you didnt know about the terms because you didnt read them - sadly that is not a defence as you are in business and expected to have an attention to detail.
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.
Can I clarify anything for you about this today please?
Alex
Customer: replied 2 years ago.
But when the company has changed from a partnership to a limited company then surely the partnership is no longer?
Expert:  Ash replied 2 years ago.
The partnership exists until it is dissolved. Even then you are joint and severally liable for any debts that belonged or belong to that partnership personally.
I am sorry.
Alex
Customer: replied 2 years ago.
ok sorry to sound stupid but the company became limited in march this year, we was under the illusion that meant the partnership was dissolved when it was finalised then?
Expert:  Ash replied 2 years ago.
No.
Even if it was dissolved the partners are still personally liable for any debts.
Does that clarify?
Alex
Customer: replied 2 years ago.
ok thank you .
Expert:  Ash replied 2 years ago.
There needs to be a notice of dissolution and formal dissolving.
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.
Please bookmark my profile if you wish for future help: http://www.justanswer.co.uk/law/expert-alexwatts/
Ash and 3 other Law Specialists are ready to help you