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JimLawyer
JimLawyer, Solicitor
Category: Law
Satisfied Customers: 6115
Experience:  Senior Associate Solicitor
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I want to know how to interpret an unclear clause in a

Customer Question

I want to know how to interpret an unclear clause in a contract, as the company I signed it with is trying to enforce something which i don't believe is clearly states
JA: Where is this? It matters because laws vary by location.
Customer: in the UK
JA: What steps have been taken so far?
Customer: I have emailed them my suggestion and they have rebottled
JA: Anything else you want the Lawyer to know before I connect you?
Customer: That its a contract with mu current modelling agency whom I am in the process of leaving
Submitted: 13 days ago.
Category: Law
Expert:  Ben Jones replied 13 days ago.

Hello, I’m Ben, a UK lawyer and will be dealing with your case today. Firstly, I need to ask some initial questions to determine the legal position.

Expert:  Ben Jones replied 13 days ago.

Please upload the contract on here? Also, when did you sign it?

Customer: replied 13 days ago.
I signed on the 6th August 2018 for 12 months to the 6th August 2019, and then the contract rolled over for a 6 month period till 6th February 2020. I gave my 3 months notice to leave at the end of the current 6 month term on the 6th of November
Expert:  Ben Jones replied 13 days ago.

Thank you. I will get back to you with my answer as soon as I can, which will be at some point today. The system will notify you when this happens. Please do not reply in the meantime as this may unnecessarily delay my response. Many thanks.

Customer: replied 13 days ago.
sorry i know you said not to reply but the specific disagreement is that they have said i must:

“Honour regular clients / bookings for the 6 month wind down period after the term. (as far as I can see this is only ASOS and PLT) Please flag up that this is supported by the agency / clients terms also which would restrict our clients from booking her for 6 months through anybody else if not through us.”

however I said:

“To the second point, the contract says that bookings with regular clients must be honoured and booked exclusively through IMM for a 6 month period - but it is not clearly apparent when that period starts:
 
"This means that the Model must work with said Client through IMM for a period of six months regardless of whether this agreement has been terminated by either party. For the avoidance of doubt this means that the Model is contractually obliged to honor all future bookings for a six-month period through IMM."
 
Due to the lack of certainty in these terms, whether the 6 months begins after notice is given or following termination, it seems a bit unfair to infer that it begins after termination. I do however, agree to "honor all future bookings for a six-month period through IMM" from now; not to work with them outside of IMM before 6th May 2020.”

But they have not accepted this, saying that:

“Sorry Jessica it is 6 months from the end of the term. Non negotiable.”

My issue is that the contract does not clearly say this and I would of course like to be free from this clause asap
Expert:  Ben Jones replied 13 days ago.

I have looked into your query in more detail but unfortunately it is not something I can assist with. I will therefore ‘opt out’ and a colleague better placed to deal with the nature of your query should hopefully pick this up soon. Please do not reply in the meantime as that will just assign the question back to me and you will experience a delay. Thank you

Expert:  JimLawyer replied 13 days ago.

Hello, my name is Jim and I am a qualified lawyer happy to help you this evening.

The key clause is paragraph 11 in the contract. The contract says that whether or not the contract is terminated (and you are subject to notice - to leave in 3 months), you still have to work with the client in question for 6 months (no less). That includes future bookings too - it also says if you do not do this then the agency will deduct the commission due to you.

So, that clause means that you are contractually obliged to work with that client whether not or once you have terminated the contract. It ties you in for 6 months - so my view is the contract would be construed this way if you challenged it in the courts. It does seem restrictive and ties you in for 6 months even after you leave.

I hope this helps - if you can please accept the answer and give me a 5 star rating (the top right of your screen & then click “submit”), I can answer follow up Q&A's at no extra charge and I will be credited for helping you today.

Many thanks,

Jim

Expert:  JimLawyer replied 13 days ago.

I hope I have helped.

Before you go please don't forget to rate the answer by clicking the 5 stars on screen and clicking “submit”.

Many thanks,

Jim