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leanne-jones, Barrister
Category: Law
Satisfied Customers: 183
Experience:  Barrister
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I currently owe a contractor 5 weeks of management fees which

Customer Question

I currently owe a contractor 5 weeks of management fees which Im holding back as i don't want to be liable for further payments as they arent being honest with me about something where they subcontracted me to do a job and I had to pay them management fees.

The only agreement (verbal ) we had is that i pay them a daily management fee of £125 and all outstanding revenue I will keep and declare tax on it as im self employed.

They are now also sending me emails quoting "WITHOUT PREJUDICE"

First email they are stating that the amount owed to them is an estimate of the amounts that I have been collecting at the facility on behalf of the operator and deducting assumed and agreed expenditure which includes my fee as a self employed site manager. I have never agreed any fee with them except that I must pay them £125 daily management fee. It was also not agreed as to when i need to pay the amount to them ( ie monthly, weekly or quarterly )

After calling them and advising that i would pay the outstanding management fees to them on the 1st July 2013, they have now replied to me via email that they understand that i now intend to unconditionally forward the sum of X as I resigned from the site, which I didnt as they requested that i hand over the keys and stop operating in less than 24 hours.

They also state that any discussions with them will be on a prejudice basis to protect them at least until matters are fully resolved until when they reserve the right to take whatsoever action deemed appropriate in order to reach a resolution

As far as I'm concerned the only agreement that has ever been made was for me to pay a daily management fee of £125 per day less any maintenance and outstanding refreshments that I purchased which was left on site when they told me to stop operating instantly

where would I legally stand and what would you suggest. Thanks for your time in reading my situation
Submitted: 4 years ago.
Category: Law
Expert:  leanne-jones replied 4 years ago.
Hello - my name is Leanne and it will be my pleasure to assist you today.

How much is in dispute and was there ever a signed contract?
Customer: replied 4 years ago.

Evening Leanne-Jones


The final amount outstanding is approximately £2632.42.


There was never ever a signed contract. I had a meeting arranged with the Director which he didnt make the meeting and his brother explained the situation saying that I only had to pay a management fee of £125 a day and no other fees, whereby whatever revenue the site took was my income which I had to declare tax on it as I was self employed.

Customer: replied 4 years ago.

My main issue with them was if they had paid the operational fee to the council to operate the facility as I didnt want to be liable for any fees outstanding from the council.


They were in a legal dispute with the council as there tenancy had come to an end, but they could still operate until there legal dispute was resolved.


Of course I tried to find out information from the contractors what was happening but they were very vague. I was later informed after I was told not to operate by the contractor that they wished to no longer pursue the legal dispute by the council and that the contract will be awarded to a new company and that they will take reposion of the site on the 30th June 2013.


I wrote an email to the contractors stating that I will be contacting the council to ensure that they will not be holding me liable for any outstanding costs. They then replied to say that I had no right to be in contact with the council as it was between them and the council. They also stated that they informed me that I was never allowed to talk to the council which is totally untrue from their side.


I only received an email from the council yesterday stating that they will be awarding the contract to a new operator, and the current contractors have stated in emails to me that they still have ogoing discussuions with the council and that the legal dispute hasnt been resolved. They dont know that I know there contract finishes on the 30th June 2013.



Expert:  leanne-jones replied 4 years ago.
I am just on a train and can respond shortly.

Customer: replied 4 years ago.

Did you receive my last two replys to you

Expert:  leanne-jones replied 4 years ago.

On what basis do they say you owe the extra fee if only £125 was agreed?
Customer: replied 4 years ago.
They sent me an email today for the first time after they informed me to stop operating that the amount owed is an estimate of the takings I've collected on behalf of the operator, less expenditure and my fee for being self employed.

Next email after I said that I would pay by the 1st July they then stated in their email that I was prepared to pay the unconditional amount which was what they invoiced me for originally less cost of refreshments.

They are a limited company with a Vat number yet their invoice also doesn't have a nett amount or vat rate with amount. I'm not Vat registered.
Customer: replied 4 years ago.
It was never discussed about owing any other money or producing reports to them at my first meeting prior to operating or during the time I operated. I have paid management fees of £125 per day before and they didn't ask for any information or further fees as this is what was only ever agreed to pay less maintenance and remaining stock.
Expert:  leanne-jones replied 4 years ago.
In that case they can not charge you any extra. If £125 per day was agreed then that is all you are liable to pay. £125 is a contract, they can not simply change that contract without agreement.

You can refuse to pay the extra amount. If they are VAT registered then the invoice should have a VAT number, show the gross amount, VAT amount and net amount.

If not then you should say you will report them to HMRC. You do not know even if the charge is VATable or not and it should show this. But do not be bullied and if £125 per day was agreed that is all you need to pay.

Otherwise they are in breach of contract.

I hope this answers your question and if I can be of any further help please do not hesitate to contact me.

Customer: replied 4 years ago.

Thank you for your reply.


Can I ask what does unconditional payment mean? What does without predujice mean on their emails?


So if I pay them the outstanding amount owed which is the daily management fee less cost of maintenance and cost of refreshments, could they at a later stage after I have settled the amount with them ask me fo any other payments or money.


I have already paid them money for past weeks when I first started whereby they dont have any vat or nett amount on their invoice. They also invoiced me from his wife personal email address which has an invoice with the main companies name( head office ) is stated on the invoice but not the limited companies name where I have been operating. Do the invoices need to have the name of the limited company which the facility falls under.


What notice period do they have to give me to stop operating. They claimed that I resigned which i didn't., they asked me to hand the keys over asap and t leave the premises immediately.


I have noticed that when I was there the other day outside the facility, I noticed that they weren't using the cash register to individual transactions. Isn't that considered illegal.


What grounds do I stand on if they withhold information from me as to what is happening at the facility whilst I was working there. They provided false information regarding to what was happening when I asked them.


Are they legally allowed to say that I cannot have any meetings with the local council even know that Im not working at the facility. They also questioned me why I was in the park ( which is a public park ) near the facility talking to the gentleman who was running the facility. Out of goodwill I introduced myself, informed him of two bookings they had and informed him about some safety issues when collecting the flags.



Customer: replied 4 years ago.

What steps do they have to follow to collect the money owed to me.


Can I withhold it until I have sorted legal advice and some informatin to protect myself.


They havent even given me a date to pay it by, it doesnt even have terms and conditions on their invoice and VAT number doesnt have GB in front of it.

Expert:  leanne-jones replied 4 years ago.
Without Prejudice means that they are asking for payment without prejudice to their case.

Unconditional means no conditions attached.

If they accept it on a final and full basis then no, they can not ask for any sort of payment in future. Make sure if you do pay you say it is full and final settlement of any and all claims.

I do not know what notice period they need to give you, if there was no contract and nothing was agreed it could be immediate. Unless there was a contract which prevented you, they can not stop you from speaking or holding meetings with the Council.

Yes you can withhold payment if you wish to.

I hope this answers your question and if I can be of any further help please do not hesitate to contact me.

Customer: replied 4 years ago.

Morning Leanne


I have just been sent this email below.


Whilst your comments are extremely surprising, the message below simply confirms the basis upon which you have been managing the above and there is no current intention to impose any additional responsibility on you, assuming that the final amount to forward from the takings is received promptly, which is earlier than the date you suggested of 1 July. You have already confirmed that amount to be in order, being £3,121.42 (less the costs and invoices for refreshments on site when you resigned from your position at close of business on 17 June), plus the tennis court fees and, consequently, please send payment immediately. You will appreciate that Palewell Golf & Tennis Limited must protect its position if it is not forthcoming and reserves its rights to take such further action it deems necessary to seek recovery of any payments due or costs or losses suffered. With respect, this matter is principally still ongoing only because you have breached your obligations by withholding payment and apparently seeking to involve yourself in matters extending beyond the remit, and in contravention of your duty of care, as site manager.

I await your confirmation of the date when payment will be made.





I would really like to settle this dispute but could you please advise me on how to write a closing statement which would outline the following:


1: I never ever resigned, they stopped me from operating once I informed them that I was holding back the management fee as I did not want to be responsible in paying for the operation as I wasn't ensured that the council could approach me for the fees for operating. In discussions with me they have stated that they dont owe the council any operational fees.


2: What to do if they dont accept my conditions as final and full settlement of all and any claims


3: I have already paid for some management fees so could I use those invoices as proof that that was the agreement so they cant ask for any other fees than what was agreed.


4: does it have to state final and full settlement of any or all claims on the bill.


5: They are requiring payment it immediately, if I stated that I will pay it no later than the 1st July 2013, can they take legal action in requiring the costs before that date.


basically it would be really grateful if i could have something to send them so it protects me as I believe that im definitely not in the wrong and they are making assumptions all the time and writing things in emails to me that were never discussed at any point of my time before or during with them.


could I state anywhere that if the they dont accept my terms they could be in breach of contract as that agreed management figure- maintanance and cost of refreshments was all that was ever agreed.


They also questioned me why I was near the facility the other day and its a public park. As contractors dont they have to keep me update with the latest updates on what was happening with the operation of the facility whilst I was working their especially when I asked them so many times as it would affect my situation. They always informed me that its ongoing with the legal case with council when they actually decided two weeks before asking me to stop trading that they no longer wanted to pursue it any further as the costs would be too juch to take it to court. they kept quite about it.


Can they stop the new operator or contractor from employing me when they have been awarded the new contract.


Look forward to your reply, sorry for lenghtly message, just tired of their emails with words written in it which dont make sense to me and saying things which arent true.

Expert:  leanne-jones replied 4 years ago.
Thank you. Your email seems quite to the point.

However what I can not do is draft documents or a letter for you, sadly that is outside the remit of this site which is a question and answer site only and can't be used to instruct us to do work.

Have I answered your original question though?
Customer: replied 4 years ago.
that was the email they sent to me
Expert:  leanne-jones replied 4 years ago.
Yes I understand that, what is your question of me today so I can provide you with an appropriate answer?
Customer: replied 4 years ago.

Afternoon Leanne


Thanks for your reply.


I have sent them an email today with the total that I need to pay them and stated that its final and full settlement of all and any claims. i have asked them to state that on the invoice that they will send me.


What will happen now if they decline my payment conditions and if they decide to charge me for anything else as we only agreed a daily management fee with the deduction of maintenance and cost of refreshments. Can they ask me for any other monies?


They are still insisting in an email that i am not allowed to approach the council even thou I'm not working for them any more. I believe that they are trying to hide something from me or don't want me to find any information. Can they stop me from approaching the council whilst waiting for owed money from me.


I have also stated that I intend to pay them before the 1st July 2013. Can they ask for it earlier and that I withheld the money for payment to protect myself that i would not have to pay the council a fee for operating in the case they didn't pay. They also stated in a email that that don't owe the council any money.


Hopefully i wont have to ask you another question and im very grateful for your advise and will rate you once ive finished this dispute.


Many thanks





Expert:  leanne-jones replied 4 years ago.
If they decline they can try and chase you for the £. They may issue county court proceedings and as long as the disputed element is below £5000 it would be a small claim and costs etc are limited.

They would have to show a Judge why the amount is owing. You would say why it is not and a Judge makes a decision. They can only ask for other £ if any contract allows for it. No contract - no additional money.

They can not stop you approaching the Council unless it was part of any original contract. Again no contract (or clause to stop you) means you can.

Of course you can agree not to contact the Council as of any settlement.

Please remember to give my answer a good rating - thanks!

Customer: replied 4 years ago.

Anything that has been spoken about or emailed to me after the 17th June 2013 when I was told to stop operating and hand the keys back class as a contract between us and could they take legal action if i do approach the council if they stated it in an emails after the 17th June 2013.

Expert:  leanne-jones replied 4 years ago.
No I dont think so. As soon as the contract ended between you two, ie stopped working, thats it. They can't stop you approaching the Council unless there is a surviving contract provision preventing you.

Customer: replied 4 years ago.

whats a surviving contract provision

Expert:  leanne-jones replied 4 years ago.
That means if there is a clause in a contract that states: When this agreement is terminated clauses x, y, x survive.

Customer: replied 4 years ago.

it was intended to confirm release of liabilities once full payment has been received, obviously assuming that you also provide a similar release to PGT, its Directors, staff and any agents acting on its behalf in dealings with you (including Golfwise Limited).


Can you please help me in understading in simple terms what this means above in italics

Expert:  leanne-jones replied 4 years ago.
It means that as soon as the payment is received there is no further claim of any sort.

Please remember to rate so that I am credited for my time so far - thank you.

Customer: replied 4 years ago.

Please forward the sum of £2,760.06 electronically by return, together with a further £28.00 in respect of tennis court fees collected at the above, which payment in full will represent final settlement of matters between the parties (each to the other), as set out in my message to you of yesterday's date.

Payment should be made to the Golfwise Limited account to which you have sent previous payments and I would confirm it is to be received on behalf of the tenant of the above facility, Palewell Golf & Tennis Limited


Hi Leanne


I think im almost there. Does this email above from them protect me from any further payments. Once again its wriiten without predujice


I have asked for an invoice first before I pay them with final settlement written on it of all and any claims.

They are asking me to pay electronically then they will invoice me. I don't trust them. What do you advise?



They are also asking for £28 of tennis court bookings which Ive taken, but that is my revenue as I was never collecting money on behalf of them and Im worried that if I pay that they will claim that I was collecting money on their behalf.

Expert:  leanne-jones replied 4 years ago.
Yes it does protect you. I will make sure you get the invoice first or at least in writing they accept the proposal.

Good luck with this!

Expert:  leanne-jones replied 4 years ago.
I'm just following up with you to see how everything is going. Did my answer help?

Customer: replied 4 years ago.
If the council is going to take position of the building again on the 1st July 2013 who will be the tenant of that facility.They are asking for payment to be made into their account on behalf of the tenant.

If I've asked them for an invoice to make payment, can they still try and take me to court. I've asked for an invoice before I make payment.

I also found out that on companies house the Director resigned in May 2013 and his wife became the new director. I was always under the impression that he was still the director of the limited company where I was operating.
Expert:  leanne-jones replied 4 years ago.
You should ask for an invoice yes. No invoice means you do hot have to pay. They can not make a demand for payment without an invoice.

Does this help?