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james bruce
james bruce, Solicitor-Advocate
Category: Law
Satisfied Customers: 2341
Experience:  Owner at James Bruce Solicitors
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My company had a services contract with another company. The

Customer Question

My company had a services contract with another company. The exit terms said that a one month notice needed to be given for termination. My company was served with notice to terminate the contract 3 days later. And all the email access was terminated immediately. In this case, can my company claim the loss of income from the date of receiving the notice of termination to the end of one-month period?The other company asked my company to sign the acknowledgement of notice. Our company signed it and sent all the outstanding invoice to the other party, including the loss of income for the coming 1 month. Was my company entitled to ask these?
Submitted: 10 days ago.
Category: Law
Expert:  james bruce replied 10 days ago.

Hello, I hope you are well. My name is***** am a solicitor advocate and I will be assisting you with your question today. I am very sorry to hear of the problem you are experiencing and I will do my best to help you with this matter.

What you have explained appears very straight forward, there was a service agreement in place with a one month notice period to cancel.

Therefore the other party has to give on months notice to do so.

Your companies approach to bill all outstanding invoices is good.

As for you of income for the month. If the amount of income was a fixed amount, then nit would made sound sense invoicing for that at the same time. However, if the amount was not fixed, and could vary, then you would need to show clearly how you reached the figure.

If no figure could be reached or agreed, then your company would need to sue the other for breach of contract for failing to give the correct notice period.

Expert:  james bruce replied 9 days ago.

Hello, I am just following up on your enquiry to see if I can assist further. Thank you for using Just Answer and for allowing me to assist you with your legal enquiry. Please do not hesitate to come back to me for further advice on this or any other legal matter. It will be my pleasure to be able to assist you again.

Customer: replied 9 days ago.
Thank you for your information. the other party sent me the notice of termination on 12 June 2020, effective date on 15 jun 2020, so only 3 day notice, asking my company to AGREE and sign it. According to the service contract, the effective date should be 12 July 2020. I agreed and signed the notice of termination but at the same time invoiced the other party for (i) the monthly retainer fee which is fixed and (ii) the commission as the other party was about the sign a contract on 7 July 2020 and my company should entitle to the commission.Now the other party alleged that my company agreed to shorten the notice period to 3 days and refused to pay both the monthly retainer fee and commission. after negotiation, the other party agreed to pay the monthly retainer fee but not the commission for the projects signed on 7 July 2020.I do not agree that the signing of the termination of notice equal to my company waived all the income for the month. am i correct?
Expert:  james bruce replied 9 days ago.

That is good that the other party is settling the monthly fee.

Unfortunately, as for the commission, that may well have to go to litigation. Obviously, your company is claiming it is due, they are saying no, that your signing the termination notice effective from the 15th June would mean no commission for anything completed after that date.

It will be a legal argument at court where both sides would submit their argument and ultimately a Judge may have to decide.

I would sorry to say, have to lean more to there side as the termination agreement was signed and the commission work job nor completed or signed until 22 days after the termination had taken effect.

Had the termination not been signed off as being accepted, then you could have gone down the breech of contract route, which certainly could have covered the costs of the commission.

Customer: replied 9 days ago.
Thank you.
The wording of the notice is as follows:-1. We refer to the Consultancy Agreement2. As your service under the Consultancy Agreement is no longer required by our company, we hereby give you notice that Consultancy Agreement be terminated with effect from 15 June 2020.Agreed and Accepted that the Consultancy Agreement
Be terminated w.e.f. 15 June 2020 by:-though our company signed this "agreed and accepted" notice but at the same time, our company invoiced the other party the one-month retainer fee and the commission: our actions actually proved that we only agreed and accepted the notice of termination on the condition that both the one month retainer fee and the commission were settled. Am I right?May I argue that to vary the term of the contract, both parties needed to mutually agreed to shorten the notice period to 3 days? By sending a notice and shorten the period to 3 days by asking the other party to sign is not on a "mutually agree" basis, and so the one-month notice period is still in place?
Expert:  james bruce replied 9 days ago.

You could make that argument, they could counter that by saying that you did mutually agree by your act of signing the agreement to terminate.

Customer: replied 9 days ago.
how about i sent them the one-month invoice and the commission invoice AT THE SAME TIME when I sent back the signed and accepted notice?How about the consideration to sign the notice? I have no consideration to agree to shorten the notice to 3 days instead of a one month notice as my compensation reduce from one month scale to 3 days.
Customer: replied 9 days ago.
the act that i sent them the 2 sets of invoices clearly is the consideration to shorten the notice to 3 days or even immediately so long as the other party compensates the loss of the coming month income. May I argue like this?
Expert:  james bruce replied 9 days ago.

I can only really give general advice not detailed case specific. As stated they are clearly going to disagree with your company over this matter. If that happens, it will end uo no doubt at court. As your company will be the party seeking the payment, if will be your company that would have to bring the claim to the court if the other side does not settle.

It will be a litigation matter. It does not help that you signed the document.

I can't really go further than that on the subject.

Customer: replied 9 days ago.
thank you. before we take action to the court, the other party took out a writ seeking orders: (I) to order that the termination notice is 3 days instead of a month, (ii) the other party calculate the compensation based on 3 days notice and asked the order to order that is the amount to settle. Is it common like this for the debtor to take out the writ and issue us instead?
Expert:  james bruce replied 9 days ago.

That is more unusual.

Customer: replied 9 days ago.
is it in general, there must be a consideration to sign an agreement or the agreement takes no effect?
Expert:  james bruce replied 9 days ago.

Yes, normally both parties would need to sign an agreement.

Customer: replied 9 days ago.
how about the consideration?
Expert:  james bruce replied 9 days ago.

I am sorry this has really gone past general advice which I ghave full given on the matter and options open. There would be premium service charges for detailed 121 case specific advice, sorry.