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Stuart J
Stuart J, Solicitor
Category: Law
Satisfied Customers: 26383
Experience:  Senior Partner at Berkson Wallace
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Someone claims there is a contract dispute, but I never

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Hello, Someone claims there is a contract dispute, but I never actually signed a contract
JA: Where are you? It matters because laws vary by location.
Customer: UK
JA: What steps have you taken so far?
Customer: Called my insurance and they said I need to speak to a solicitor
JA: Is there anything else the Lawyer should know before I connect you? Rest assured that they'll be able to help you.
Customer: The other party claims the emails we exchanged are legally binding

Hello. Thank you for the question. It is my pleasure to assist your with this today.
I have been in the legal profession, in high street practice, for 30 years so I have wide range of experience in a great many different aspects of law.
Please bear with me and I will be online and off-line from time to time and therefore, may be delayed getting back to you. You will receive an email when I reply.

I will need to know all the background to this matter including -

what is the contract for?

what has insurance got to do with this?

and when did this all happen please

Customer: replied 6 days ago.
Hi Stuart, please see below:
I basically got introduced to a virtual assistant through a recruitment agency, but did not hire her through the agency as their rate are extremely high. I never signed anything with them, and the assistant told me her contract with them is expired. So I proceeded to work with her directly. The recruitment lady is now saying that emails are legally binding and she will pursue legal action against me, unless I pay her a ridiculously high recruitment fee. From what I read here, if these points are not present in an email sequence, it's not legally binding. I have never agreed to work with her and her rates, so from what I understand, there is nothing legally binding in our emails. So she might just be sending me empty threats at the moment to get a recruitment fee out of me.Would you happen to know if this is indeed the case?
Customer: replied 6 days ago.
The link I am referring to is here: https://www.odonnellsolicitors.co.uk/can-e-mails-be-legally-binding/#:~:text=The%20court%20has%20stipulated%20that,be%20deemed%20to%20be%20a
Customer: replied 6 days ago.
I just called my insurance to ask if my legal protection insurance would cover any costs associated with this matter
Customer: replied 6 days ago.
This all happened in the last 2 months

Even a verbal contract is perfectly binding provided the terms are agreed. It’s because of that that the majority of contracts are indeed in writing.

I think it would be useful if I explained how contract/agreement is formed. The words contract and agreement are interchangeable.

For there to be a contract there needs to be:

1 an offer and

2 an acceptance and

3 consideration.

An offer can be accepted at any time until it is withdrawn.
An acceptance has to be unqualified and without conditions or extra stipulations otherwise it takes place as a counter offer which is then subject to acceptance by the original offering party.
Acceptance doesn’t have to be verbal, it can be by conduct.
Consideration doesn’t need to be financial, it just needs to be something of value passing from one person to another although the value can be nominal such as a peppercorn. If any agreement is by deed, then there is no need for any consideration although the majority of deeds do specify consideration.

A person cannot accept by silence. So you can’t say I will give you 5 pounds and if I do not hear from you by 5 PM then I will assume we have a deal. Caselaw is Felthouse v Bindley.

A person can accept by their actions if the actions are consistent with acceptance. For example, if you say that I will sell you this electric drill for GBP10 and you take the drill away and treated as your own and use it, it would be possible to argue that you had accepted by your actions.

Goods for sale in a shop are not on offer. They are an invitation to treat (an invitation to make an offer). The person wishing to buy makes an offer to the shop and the shop decides whether to accept or not. For that reason (there is already case law) that if something is marked at a particular price (even if marked by mistake) the seller does not have to accept that offer. There is additional case law which says that if there is an error which is a substantial error, even if they have accepted the money (the case law applies to Internet sale purchases) they do not have to complete at that price. The case law mentioned was for a television which should have been £600 which was advertised at £60 (or suchlike) and thousands of people bought the item in a few minutes. It went to court and the buyers lost.

If we then apply this to your circumstances, what they can’t do is say:

Here are our rates please confirm you agree to them.

You don’t agree or you don’t not agree. You do nothing.

Here is a candidate, if you take them on, then you will pay our rates. You don’t agree and you don’t not agree but you take the person on.

In those circumstances they are not entitled to be paid.

It would appear that the recruitment agency hasn’t got a clue what they are doing because all the recruitment agencies I have ever dealt with will not lift a pen unless you have agreed to the terms and conditions.

What is extremely relevant is whether the 5 elements referred to in the excellent article are present or not.

Customer: replied 6 days ago.
Thank you for this great explanation Stuart. Here is the email from the recruitment lady:
1. You contacted me via LinkedIn to request my assistance in sourcing you a VA.2. I responded promptly, and arranged a consultation between you and myself, which lasted almost an hour. We discussed in depth, your previous experiences and your requirements from a VA.3. I went away and designed a job description for the role, which I shared with you. I then shared this with a number of VAs who I thought would be a good fit. I interviewed for your role.4. I introduced you to Karla via email, in the form of her PA profile. You were positive and expressed she would be an "outstanding" fit.5. I arranged a video call between the two of you.6. Prior to the video call, you expressed concerns about our rates. I responded with further detail, but you decided to proceed with the call with Karla regardless. I was extremely clear on our service offering and rates.7. Following the call with Karla, I had a chat with her over the phone, where she informed me you had expressed intent to offer her direct work, outside of I Need a PA. She said she was concerned that you were hoping for a discounted rate.8. I followed up with you, and you did indeed, express further concern about the rates, which you knew of prior to the call. You asked if there was a recruitment fee to work with Karla independently.9. I responded to offer you a substantial discount on the rates, and further information on the investment you make for your team with us. Not only do we provide training and development for your VA, we offer holiday cover, role development and a number of other benefits (which employment does not provide) at no extra cost. The discount I offered you didn't remove any of these benefits. I declined to work in a recruitment-fee capacity.10. You responded to decline proceeding, as the rates were outside of your budget.11. I responded to accept, and offered assistance for the future, should you need it.May I remind you that the above is clearly documented via email. I was clear on my position, the offer and your concerns were addressed.Please consider this email as intent to pursue legal action, should we fail to amicably come to an agreement ourselves.
Customer: replied 6 days ago.
With that in mind, could she claim that I accepted by conduct, by proceeding to interviewing the candidate, even if I knew the high rates?

This is one of those that would have to be decided by a judge. Because the argument that you have is that by sending you a candidate and unacceptable rates, they have in effect made that candidate unemployable by you unless you agree to the rates.

Let me grossly exaggerate to prove the point.

They send you the rates which are unacceptable.

They then send you the telephone book (I said I was exaggerating) and say that these are all candidates.

One of the candidates happens upon your company and applies for a job and then the agency says that they introduced the person to you and they want their fee. It would be ludicrous.

So it’s really a matter of degree as to whether they introduced the candidate to you on acceptable terms. My opinion is that they shouldn’t have sent you any details until such time as you had agreed to their terms and you haven’t agree to the terms, they don’t send any.

Do remember that I can only give you my opinion.

Another lawyer may have a different opinion. Litigation needs at least 2 parties and neither goes to court expecting to lose.

Nonetheless, one of them does, even though they have been told by their respective legal advisers that they have a good chance of success.

If there was a black-and-white answer to every legal problem there would be no need for anything to ever proceed to court.

This is not one of those I would like to go to court on with any certainty of either party winning. It could go either way.

She can claim what she likes but whether a court judge would agree remains to be seen. I would be inclined to try to negotiate a settlement. If you are doing Mark the letter Without Prejudice Save as to Costs and then, they cannot produce it in court as any kind of evidence that you will accept less than the full amount being claimed or that you admit that you are entitled to less.

I know this doesn’t give you a definitive answer and that’s quite simply because there is one. Some things have to be decided by the court which is what they do.

Thank you for letting me assist you with your legal question. I am glad that I was able to help.

I am not certain whether that answers the question for you or not, but I am happy to answer any specific points arising from this.

It will be my pleasure to help you again either further with this or any future questions you have

Kind regards

Stuart

Can I help you any further with this?

It's my pleasure to help. I’m glad that I was able to help so far.

Thank you for trusting Just Answer with your legal problem.

I'm happy to clarify anything which is outstanding. Please don't hesitate to ask.

Kind regards

Stuart

Hello again.

If you don’t have any further questions, I will mark this question thread as complete but don’t worry, the thread stays open if anything else crops up over the course of the next days weeks or months.

I’m glad that I was able to help.

Thank you for trusting Just Answer with your legal problem.

Kind regards

Stuart

Customer: replied 5 days ago.
Hi Stuart, many thanks for your help and the detailed explanations. Could you please clarify what "Mark the letter Without Prejudice Save as to Costs and then" means? As I am not sure I understand the meaning of this.

You put a heading on the letter clearly at the top,

Without Prejudice Save as to Costs

And then they cannot produce it in court as any evidence that you would admit anything. It’s off the record because you may make an offer and go to court and they may lose so they can’t say “he’s already made an offer so we must be guilty”

Stuart J and other Law Specialists are ready to help you
Customer: replied 4 days ago.
Hi Stuart, thanks for clarifying and for assisting with this issue.
Best regards,
Elena

My pleasure

By the way, if you would like to ask me a new question in the future, (not just clarification on this thread, then please just type @ (the at sign) followed by my name and you’ll be able to select my username to tag me in the question. If you like, you can also put “For Stuart J only” in the question thread and then the other experts will know that it’s for me. You can also tag me as one of your favourite experts. Thank you Kind regards. Stuart