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Hello and thank you for your question. I will be very pleased to assist you. I'm a practising lawyer in England with over 10 years experience.
Thank you. From what you say the sale was agreed after the initial 90 day period of exclusivity? After this initial 90 day period of exclusivity does the exclusivity provision fall away?
Thank you for the above. Apologies for the delay in reverting to you - I had to take a phone call which has dragged on. I'm just typing a response now which I will post in a few minutes with your permission
Based on what you say the agency was no longer in a period of exclusivity in respect of the sale of the vehicle for which they could potentially claim what are known as sole selling rights. Sole selling rights entitle an agent to claim commission whether or not they were involved in any eventual sale. this is not the case in respect of what are known as sole agency agreements which is likely to be what this agreement became after the exclusivity period fell away.
The Court of Appeal decided in a case of Bicknell v Foxtons (an estate agency but the same principles apply to agenecy agreements generally) that an agent is not entitled to commission in respect of any sale unless they can demonstrate they were instrumental in bringing the sale to fruition or unless they can demonstrate that they were entitled to sole selling rights during the period in which the property was sold. On the basis the vehicles sold outside of any period of exclusivity, unless they can demonstrate that they were instrumental in facilitating the sale, they would not be entitled to commission.
the agent appears to be overly optimistic in respect of its entitlement under a claim of bad faith on your part. English law has a very limited doctrine of good faith. If there is an express provision in the contract that both parties owe each other a duty of good faith then this will imply that each party adheres to the spirit of the contract but even this does not imply further obligations beyond the above general duties. If the agent can demonstrate that you have acted dishonestly, it may support a claim of bad faith on your part but short of this, there is no obligation upon you to act in a particular manner in respect of the contract. Their claim for compensation on grounds of bad faith would not appear to have any merit.
You may therefore consider responding to the agents denied any liability to them and ensuring that they acknowledge receipt of your notice to cancel the agreement
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