Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Neither of these agreements contain a right of set off,deduction or counterclaim - therefore they are not allowed to set monies from franchise territory again another. If you were to sue to recover the monies which country is the debtor based in? Kind regards AJ
Hi, Thank you. Have you written to him refusing the set off? When do you have to pay the international contract? Kind regards AJ
Thank you. The legal position is straight forward
- he has no right if set off under the contracts - if he does set off the money he is in breach of contract. The contracts are completely seperate and therefore so are the payments. If he continues to refuse would you be prepared to sue him for breach of contract? Kind regards AJ
Hi thank you. I have received this. I am away from my PC at the moment but will review this and revert to you as soon as possible. Kind regards AJ
Hi, Thank you. For the HK agreement on the face of it you cannot terminate without cause (i.e terminate for convenience) - you have a two year agreement and there does not appear to be any termination rights - so if you terminate the agreement you may be liable to damage incurred up to December 2017 - to the extent that a loss can be proved. Even if the other party cannot prove any losses, you will still have to pay any monies accrued and owing form operating the franchise. In relation to the international contract, has he served you with notice to terminate? Kind regards AJ
Hi, Thank you. My apologies you are correct, you have a right to terminate for convenience, I could only see the heads of terms but I have the full agreement now. As a starting point have you actually served one months written notice?
The reason why I am saying the HK agreement is only a two year agreement is because that is what is written in the heads of terms. There is a right to extend the agreement further.
Hi. Thank you. The first point is I have all the agreements. If you can clarify one point - are the HK Franchiae agreements and International Comms Agreement intended to be mutually exclusive. In relation to the other points (1) there is a right to terminate for convenience (ie without cause) the HK agreement (2) there is no right of deduction set off or counterclaim under the HK agreement - it is therefore independent of the other Franchiae arrangement. This however will not force him to pay - if he exercise a right of set off with no contractual right to do so he is in breach of contract. The first step is has he sent you a written demand to exercise set off between the two franchise arrangements?
Hi, Thank you. Can you actually maintain your global director role without the KR Franchise? The problem is, as the two agreements are linked he may have grounds to try and argue set off and counter claim. Do you intend to pay the money you owe him within his payment terms?
Hi, Thank you. If you terminate the HK Franchise on thirty days notice, then you will only owe him the monies accrued under that agreement up until the expiry of the notice period. There are no termination fees. In relation to the money you are owed under the other agreement there is no right of set off. If you refuse to pay him, then he may sue you for what he is owed. If he refuses to pay you for the other agreement then you will be entitled to sue him for breach of contract. If you entered into litigation with this person would you be able to continue working with him? Kind regards AJ
Hi thank you. I think you have to negotiate a set off (including terms that are favourable to you) - realistically if you sued him the relationship would break down beyond repair. In relation to your second point I am reviewing the contract now and will revert to you shortly. Kind regards AJ