10 key facts about English contract law

In this article James Normington of New Park Court Chambers explains some of the key points of English contract law. Every businessman and women should be familiar with these concepts.

Contracts occur in every business. It might be as simple as the agreement with the milkman to deliver the milk and your obligation to pay for it, or it might be an order you made with a major supplier. There is one thing which you can be certain of, which is that you don’t want to find out there is a problem with your contract when you are walking through the door of a courthouse with a disgruntled person on the other side. 

This contract focuses on English contract law, which shares many common features with other common law jurisdictions such as Australia, New Zealand, Canada and the United States, although individuals from those countries should always seek appropriate legal advice.  

1) Privity of Contract

It is important to remember only the parties to the contract may enforce the terms of the agreement. So for example if Mrs Smith promises to deliver a chair to Mr Jones’ office for £100, which will be paid on delivery, Mrs Smith must deliver the chair on the agreed terms. Mr Johnson, Mr Jones’ employee, who is to sit on the chair cannot sue Mrs Smith if she fails to deliver. Only Mr Jones could sue Mrs Smith for not delivering the chair.  

2) Consideration

Contracts must contain mutual promises, or obligations, between the parties making the agreement. For example in return for Mrs Smith delivering the chair Mr Jones agrees to pay £100 on delivery. The obligation is the delivery of the chair and the consideration is the £100. If there is no mutual obligation then there is no contract. For example if Mr Jones takes his wife to dinner dance, and at the end of the evening the cloakroom attendants return their jackets; Mr Jones tips the cloakroom attendant £10 that is not a contract. There was never any consideration. Mr Jones has simply given the cloakroom attendant £10 by way of a gift or a gratuity. The cloakroom attendant has not performed any pre-agreed service for the £10.

Consideration should current in time and one cannot rely on “past consideration”. An example of past consideration would be if Mrs Smith gives her neighbour £100 for a birthday. The day after the birthday, Mrs Smith asks the neighbour to help her paint the fence. The £100 is not consideration for any agreement to paint the fence, that was a voluntary act, and helping paint the fence came after that voluntary act.

Consideration must have an economic value in order for it to be valid in a contractual context.

3) Exceptions to the rule on Past Consideration

There are two exceptions to the issue of past consideration. The first relates to an antecedent debt. The Bills of Exchange Act 1882, means that a pre-existing debt or obligation can be good consideration for a bill of exchange. For example, if a landscaping company mow the lawn at Mr Johnson’s house and then a week later he sends them a cheque for £25 in the post that is “valuable consideration”, even thought the landscaping company’s mowing occurred in the past.

There is a more common exemption which all businesses should be aware which comes from a case called Lampleigh v Braithwait. This exemption means that if a business asks a party to perform an obligation there is an understanding that the performing party will be remunerated in some way. For example if the Directors of ACME Limited ask Mr Smith, a patent agent, to obtain patents for their machines, and there was a discussion as to dividing the profits of the patents with Mr Smith. Mr Smith upon obtaining the patents would be entitled to a division of the profits, even though the act for which he is to be remunerated occurred in the past.                  

4) Formalities

There are very few formalities that are required by law. There is no longer a requirement for all contracts to be signed as deeds, and the requirements for signing, sealing and delivery of deeds has also been abolished. 

While it is good practice for all business contracts to be in writing it is not essential. The contract may be formed orally, by parties agreeing the terms on the telephone. There is an obvious disadvantage to an “oral agreed contract”, which is that the orally agreed terms may be misunderstood, or misremembered by the respective parties. That in itself can lead to problems. In the event that an agreement is reached on the telephone or in person it is always best practice to condense the agreed terms into writing. For example a letter summarising the terms sent by email or fax, should be sent to the other side with a request that they confirm and acknowledge the written terms reflect the agreement will suffice for most routine agreements. 

5) Contracts which must be writing

There are several types of contracts that must be in written form. For example, contracts containing a guarantee must be in writing. A guarantee is an agreement where one party agrees to pay the debt of another individual or company in the event that the third party defaults on the debt. Contracts relating to the sale, transfer, option or lease of land should always be in writing. Another common situation where writing is required is for contracts for the assignment or exclusive licensing of certain intellectual property rights.

6) Authorised Signatures and Authorised Persons

One of the mistakes made by many small businesses is in obtaining the signature of the correct person on a contractual agreement. Legally, to bind a company to a contract, it must be signed by a person who has the authority to do so. This would normally be a director of the company, its solicitor, or a manager. Far too often in my experience small businesses enter into transactions sending a written contract for a signature and they failed to ask the questions to confirm that the individual whom they are dealing with is legally representing the company. It can be as easy as obtaining confirmation in the form of an email or fax stating that “Joe Bloggs” is Director of X Ltd and authorised to sign on behalf of the company. 

An equally important point to note is that the name of the company is written correctly both in the agreement and on any invoices that are submitted. It may seem a small thing but a small businessman discovered to his credit that missing off “Limited” from his company name meant that he was personally liable for the debts he incurred. A court found that he was doing business in his own right as ABC Fashions rather than as ABC Fashions Limited. Such errors may seem little but they can be very costly.    

When dealing with local authorities, it may be necessary to obtain the “seal” of the corporation to the contract. The seal of a local authority binds the relevant local authority, in the same way that having the signatures of the board of directors would in the case of Limited Company. 

7) Capacity

This goes hand in hand with the issue of authorised signatures, and authorised persons. In English law a minor, that is an individual under the age of 18 does not have capacity to enter into a contractual agreement. Contracts signed by drunks, the mentally ill, the certifiably insane can all be declared void by a court of law. Interestingly, minors, drunks, the mentally ill, and the certifiably insane can be legally obliged to pay for “necessary items”, such as food, clothes and water. It is however best practice to avoid dealing with such individuals as it will provide lawyers with all kinds of interesting issues, and cause an unnecessary and costly legal dilemma, for your business!     

8) Battle of the Forms

In cases where businesses are dealing with “standard terms” it is important to remember which “standard terms” apply to an agreement. In this example A Ltd contacts B Ltd requesting the supply of 1000 widgets. As part of the request it sends an email enclosing A Ltd’s standard terms and conditions for the procurement of widgets. B Ltd accepts the order of 1000 widgets from A Ltd and sends an email back saying 

“Thank you for your order of 1000 widgets. We have accepted the order pursuant to our standard terms and conditions, and will make deliver to your premise by the 31st of this month.”  

A Ltd simply replies enclosing payment at the agreed price.

In law this type of scenario is referred to as a “battle of the forms”. The issue is whose standard terms apply to the transaction. Under the “battle of the forms” rules it is party who fired the last shot that has its standard terms and condition incorporated into the agreement, not the company that sends them in first. 

9) Exclusion Clauses

It is common to see in many contracts clauses which limit or exclude liability in the event of breach. The difficulty with such clauses is that the courts construct them on a very narrow basis. The courts have determined that clauses that seek to limit liability in the event of a fundamental breach are largely unenforceable. The reason for this is that in the event that one party breaches there must be a remedy open to the other side. It is quite unreasonable for one party to seriously breach a contract and for the non-breaching party to have no or little legal remedy.

Exclusions clauses in standard term agreements are also likely to fall foul of the Unfair Contract Terms Act (“the Act”). This is particularly relevant when doing business with the public. The Act seeks to put the parties on an even footing, giving a court the power to remove clauses that would be unfair, or offer the party drafting them too much of an advantage. One common exclusion clause which is frequently dismissed as unfair is any term which seeks to remove liability for death or injury. Such terms are almost always struck down, and should not be relied upon.     

10) Breach

Where one party does not perform their obligations as per the contract they commit a breach of contract. A breach of contract is technically a failure to perform the contract in accordance with the strict terms. For example if one party requests and pays for one tonne of coal to be delivered to his home address on the 21st of January, and only 800kg are delivered then he is entitled to seek cash reimbursement for 200kg of coal that was not delivered. There is however a defence open to the delivery company if they can show that the difference is so small that it de minimis. Such arguments are always based upon the particular facts. In this case 200kg of coal is highly unlikely to be declared de minimis. If there had been delivery 999kg of coal then there may be a stronger argument. 

The non-breaching party should place the breaching party on written notice of any breach of contract before issuing court proceedings. The attitude of the courts in recent years has been to push parties towards mediation of contractual disputes in order to resolve differences. It is good practice for the non-breaching party to outline a conciliatory basis upon which the breach can be remedied. For example in the case of 200kg, it might be for the remaining 200kg to be delivered as soon as possible or for the delivery company to repay the difference in price as soon as possible. 

It is open to a non-breaching party to repudiate a contract in the event of a very serious breach of a contract. Repudiation means giving up the agreement and considering the contract to be at an end due to the breach committed by the other side. In these circumstances the non-breaching party would be able to claim financial compensation from the breaching party to compensate the non-breaching party for the breaching party’s failure to perform the contract. The non-breaching party would also be able to do so without completing its obligations under the contract. Effectively the non-breaching party would be declaring to the other side that the contract is at an end due to the serious nature of the breach.

Comments

Hi James,

Good article, thank you. I just wanted to clarify the point on authorised signatories. My understanding is that a party to a contract is entitled to rely on the signatory being able to bind the other company if it is reasonable for it to assume that the party is authorised to do so - regardless of whether that person actually has been expressly authorised to sign by its company. So, for example, if you had a business card identifying you as the Director of Commercial at Widgetco Ltd, it would be reasonable for me to assume you were authorised to sign a non-disclosure agreement on behalf of Widgetco if you had offered to do so. So Widgetco would be bound, even if you were in fact a 'non Board' director, and had no authorisation to bind the company.This puts the onus on managing authority levels with the signing company, and not on other parties with which it does business.

However, if you were obviously the cleaner or a junior clerk, it would be difficult for me to assert that it was reasonable to assume you were appropriately authorised.

I make this point because it is common for small (and some not so small!) businesses to think they are able to 'wriggle out' of a signed contract because the individual who signed it on their behalf was not 'authorised' to do so. I don't think they are correct in this belief, and generally encourage businesses to ensure their staff understand what they may and may not sign, and are clear about the personal consequences to them of signing things they shouldn't have!

Your thoughts?

Kind regards,

Tiffany

Hi Tiffany - thanks for your comment.

The law on apparent (or ostensible) authority is a little more messy than the application of a simple "reasonableness" test. A key point is that the company must make a representation that the relevant person has authority to act. In your example, that might be the issuing of the business card. There's a nice summary of Racing UK v Doncaster Racecourse, which discusses this point, here:

http://www.inhouselawyer.co.uk/index.php/contract/6416-agents-acting-wit...

Hi James,

I was disturbed by the following comment;

"There is no longer a requirement for all contracts to be signed as deeds, and the requirements for signing, sealing and delivery of deeds has also been abolished." 

I have discovered that my Mortgage Deed was signed only by myself, my wife and two witnesses. There is no signature binding the mortage provider to the deed.Is this legal? In fact I cannot think of or find any document that binds them to a contract and is signed by them. Have they a legal binding agreement/contract with me?

Are all the rights on one side now?

Howard

Presumably the mortgage document was drafted by or on behalf of the provider, so if it were invalid, that would likely have a negative impact on the provider's rights.

I cannot I'm afraid comment on validity without reviewing the documents.

can i be forced under threat of sanctions to sign a contract with the DWP re.universal jobmatch to disclose personal data my name C.V. e-mail address and if i do is it a legally binding contract thank you

The real question, I think, is not whether you can be forced to sign a contract - you can't - but whether the DWP has the right to implement the sanctions in the event you don't sign the contract. If it does, then you're unlikely to find a remedy in general contract law or the specific legislation. FAOD I have no knowledge of this particular legislation, and so cannot answer the question without doing research, and right now I have little time.

ps Apologies for the none-answer.

I own a property with another person and I am currently taking him to the small claims court as he has arrears on the mortgage which I have paid for him. On the 22 May he said that he no longer would be paying any money to the mortgage due to negative equity. At this stage he owed £560 I tried to come to an agreement with him but failing this I filed a claim early July for £840 to include 2 extra months mortgage. I felt this relevant as when conditions of a contract are changed I would expect a notice period would need to be allowed before any change could take affect. On this basis could I use breach of contract as an argument in court, explain that the contract is now dissolved after 60 days from being told of his intentions to not pay any further and look for financial compensation for the time while the contract was still in force

I'm about to retire and fellow director sent an email to me offering to buy my shares in our company. He made three offers to me: immediate purchase, purchase over 5 years, or purchase over 10 years - all with different monetry amounts with each offer.  I accepted his offer by email for a 5 year purchase, but now he has reneged on his offer, saying he can't afford it! I probably won't force him to proceed with his offer, but didn't we make a contract and isn't he breaching it?

It's hard to be 100% sure in these sorts of situations whether you have an enforceable contract - even knowing all the background. The key questions here, I think, are:

(1) Was there was an intention to create legal relations?

(2) Were the terms of the deal sufficiently certain to be legally enforceable?

If you can answer yes to both questions, there's a fair chance that there would be a contract to purchase and transfer the shares (of course the actual transfer of the shares would be subject to the usual Companies Act formalities).

Hi - just wanted to ask a question, please

Me & my partner signed a contract to let a property for business use for a 12 month period and paid deposits. 

After 1 week the building owner said we would not be moving into the building after all. My partner was already renting office space which he had moved out of ready to move into the new building. Is there anything we can do?

Many thanks

There are likely to be landlord/tenant law issues here, about which I know nothing. Also, the answer may well depend upon the terms of the contract that you signed. You should speak to a lawyer with expertise in commercial lettings, and show him or her the contract.

Hi, I signed an agreement as a self employed person, I later became a Ltd company. I never got paid my last invoice because it was said I had to pay back training costs because I could not fulfil my commitment, as I had taken work from another party. I never agreed to work for one company, and my agreement states this. My agreement was an ad hoc agreement, as and when required.

Is the agreement void because I was working as Ltd company not myself?

My Ltd company is also VAT registered and I have always invoiced in company name and paid VAT owed. Is it possible for me to be sued for contractual mistake as the only contract (agreement) I had with my former employer (agent) was the one signed when I was just self employed under CIS tax.

Would really appreciate any help with this as my former agent's barrister is threatening to counter sue me for the VAT that was paid to my Ltd company as I did not have a new contract. Also threatening his "considerable costs etc etc" bit worried, but just want the money owed (to my Ltd company) for the work I completed, which they said (in an email) they are happy with. Please help.

Free advice obtained on internet forums or through blog comments isn't well suited to helping with this sort of problem. The analysis of what happened to the contract or contracts depends upon their specific terms, as well as the specific facts. To provide a useful answer, a lawyer would need to review all the documents and interview you. Accordingly, you should go to see a local solicitor about this.

A and B entered a contract to complete some repair work in A's house. After B finished the agreed work, A asked B to check his roof and replace some loose slades, B carried out a check and replaced 20 slades. A promised to pay B £500 for the roofing work, but A had never paid.

What's B's position, I would like to know? Can B sue A? 

Thanks

The question is not whether B can sue A - anyone can sue anyone - but what B's chances of success would be in the event he sued A.

On the facts as stated, there's a clear breach of contract. Assuming there are no other relevant factors, and assuming B can adduce good evidence of the promise to pay £500 and the carrying out of the work to a good standard, B's chances of success look good.

B should also consider, of course, the counter-arguments that A may try to run - e.g. that there was no agreement, that the agreement was for a different amount, that the work was not carried out or was not carried out to a good standard, and so on.

For claims at this level, B should look at the small claims procedure:

http://www.adviceguide.org.uk/england/law_e/law_legal_system_e/law_takin...

I've used the Money Claim Online system in the past for business debt recovery. See:

https://www.moneyclaim.gov.uk/web/mcol/welcome

If "A" can't keep to his word and pay "B" the money owed then get "B" to inform "A" that he will have the local newspaper reporter and a photographer on sight while he REMOVES ! the 20 slates that he put on "A's" roof, as they are still the property of "B" (until they are paid for!) The papers love a good story ... and the video will go viral; it will be seen all over the world. ** Make sure "B" has someone who can video the event as well, it makes for entertainment on YOUTUBE. I'm sure "A" will eventually see the funny side :) , and pay up :) simples ...........

Er, no.  Once roof slates are fixed to the building they become part of the land, as fixtures, and loose their status as chattels, or 'goods'.  Payment of price and transfer of ownership take place at different times in this case.  

ISTR case of R v Smith (from memory, David Raymond, 1974) where tenant made this mistake of law, and was prosecuted for criminal damage for breaking up 'his own' (i.e. tenant installed) dry lining panels in order to remove speaker cables when he moved out.  Ownership transfers to the owner of the land when fixtures are fixed.  Payment of the price is still due under the contract, and it is the contract that you have to enforce.

Hi James, my daughter is studying property management and this has been a great introduction to UK contract law. Many thanks.

Hello, can a magistrate force an individual into a third party contract with a private company, if said individual does not want to contract with them?

In this instance, a private debt collection company licensed by the court for non-payment of council tax? Thank you.

What is the impact of different types of contract?

Written, verbal, by deed?

Here's one....

Customer A signs contract with Company B.  Company B then changes its trading name.  Does Customer A still have to adhere the T&Cs signed with Company B if there was no new contract issued after the Company B changed its name?

Is is right to assume that the agreement would carry over as there is no change in ownership, merely a change in name to a limited company?

... will not have any effect upon the subsistence of a contract (unless the contract provides that it will).

Hi,

I have recently left my gym by cancelling my direct debit; they are now threatening to take me to court stating I had to give a month's notice as per my contract. Since my contract was with the gym, it has changed its name and advertised as no contract and no joining fee. They have sent several emails demanding payment now a letter from a debt collecting agency stating to pay or they will instruct solicitors to take me to court.

Should I pay? Will they take me to court for £25?

Regards Paul Heatley

Even to issue a claim using on the small claims track costs at least £25, and there are no legal costs awards - so, unless there is some unusual factor in play, they are most unlikely to take you to court. See:

https://www.gov.uk/make-court-claim-for-money/court-fees

Is there any type of contract between two parties that can not be ended by mutual agreement of those two parties?

Do you have a specific contract in mind, or is this more of an academic question?

It's contract between a group of trustees and the founder of a community organisation. The contract was designed so that it could not be changed by the trustees or the founder to ensure the organisation continued in the way the founder originally intended. (The contract is no longer fit for purpose and in its current form will lead to the demise of the organisation).

Crux of it - all signatures to the contract are happy to change it, if all parties agree to ignore the obligations of the contract - can we mutally 'unsign' it (without being bound by the restrictive clauses in it), and resign a fit for purpose version?

So its was kind of an acedemic question. If all parties of a contract to release obligations of the contract - can the contract still hold 'power' over the actions of the signaturies.

The general rule is that contracts (unlike some trusts) may be varied or rescinded by the agreement of all the parties: what the parties have the power to make they have the power to undo. That said, you should get proper legal advice on the best way to go about changing these arrangements.

Ok, so i as a ltd company (A)  order goods from another company (B)  in another part of the uk and have those goods delivered directly to a space of another company's (C)  premises that i rent on casual basis.  Said goods were signed for by company (C). Lets also say that 10 days pass from the delivery date before company (A) arrives at the premises to find his order unopened, lets also say that upon checking it is evident that the order is short and some goods are indeed damaged. Now when company (A) contacts company (B) to report the shortages and company (B) pulls out there standard conditions of sale which say that any such shortages or damages should have been reported within a 7 day period and washes their hands of it.

Where does company (A) stand ? Is the signature from company (C) enough to bind company (A) into the contract and said standard terms with company (B) ? Or does the contract run from the time that company (A) arrives on site to find the problem and immediatly contacts company (B) ?

Hi, wanted advice, daughter bought tickets for concerts, concert was cancelled, they stayed overnight in hotel and paid substantial amount for accommodation, under what legislation can they get all expenses back?

Thanks, g

Our company signed an agreement back in 2004 to work as a sub contractor for a larger firm in paper mills the contract states that whilst the validity of the contract remains and up to 3 years after we will not solicit work in that market place directly with the customers or through a third party. The company have now lost the contract so we are out of work although we have been aproached by another company to work in this line of business. Can the old firm stop us from taking the work; now they no longer can provide us with work due to their contract being lost?

Depending upon your company's specific circumstances and the drafting of the particular clause, EU/UK competition law and/or the common law restraints of trade doctrine may render this non-compete restriction unenforceable. Certainly, 3 years post-termination sounds like a rather long non-compete.

Hi, A purchased a ppi policy from B.  A paid B for contract for 8 years, A never received any paperwork from B regading ppi policy and A only has bank statements as proof of such policy.  A becomes redundant tries to make a claim and B insists there is no policy and tells A to contact C who is B's insurance underwriter.  C INSISTS IT HAS NO EVIDENCE OF SUCH PPI POLICY EVER BEING APPLIED FOR.  A  gets D, financial ombudsman involved stating missold/ non existant policy because A didn't know exactly what to do.  

D investigates and after 2 years both B and C ( after the death of A) decide a retrospective claim can be made and an insurance policy now exists.

E, (A's wife) carries on with A's claim turning down B and C's offer of retrospective claim.  D reports its findings in favour of B and C claiming no missold ppi, A knew what they had signed for.

That still does not take into fact that A never received the product or service they signed for, in fact being told by B and C that there was no product, the offer of a retrospective claim came only after A's death, no paperwork has ever been received regarding ppi policy by A, and B and C only acknowledged a policy ever existed after the intervention of D.  A went to his death bed still being told by B and C that he had no policy.  What next?  Feeling  very confused here can E put a separate claim to D asking them to look into a breached contract on A's behalf?  Is this a breached contract?   I am no legal expert or student of law but this is daylight robbery!  E requested that B and or C refund all financial gains from this failed contract but has only had D say A's case has now been fully concluded ppi was not missold.

As a UK company governed by English law, must our contracts be in English?

We have recently started to work with a Portuguese company, can we issue our contract in Portuguese but still be within English law?

There's no rule of English law that says contracts entered into by UK companies, or governed by English law, must be in the English language.

However, it may be easier to interpret an English language document, as the meaning of certain words and phrases is established by precedent, and other terminology may reflect the statutory environment.

Another point to think about is this: if the other contracting party and its assets are in Portugal, it may be easier to enforce a Portuguese law contract, because the Portuguese courts would be ultimately be responsible for enforcement, whatever the contract may say about governing law and jurisdiction.

My wife recently signed an agreement to sell our property (which is in both names). I did not sign. The property did not sell but the listing agent incurred advertising expenses. They are now chasing me for $ 900.00. Should they chase me or chase my wife who is now an ex, and if they cannot get anything out of her, can they sue me?

Interesting read this so thought I would ask for all your help. I recently renewed my gym membership on the basis that I could keep my existing tariff and get my first month free. Which they agreed, both parties signed the contract (last month) but now they are saying they won't honour the contract as my tariff was a student tariff that I signed years ago and unless I produce student ID they will not honour it! I said as we have already signed the contract. Surely they can't renege on that weeks later? Especially as when I first signed the initial contract 4 years ago I never had ID as I wasn't a student then either! What rights, if any do I have? Thanks in advance.

I divorced my wife a few years ago. She sent my daughter on a school trip recently, and sent me a text telling me that I must pay half, which I cannot afford to do. I have NEVER agreed to pay this sum, but the school are now telling me that I am liable. As I understand it,the definition of a contract is of a legally binding agreement entered into by two or more persons or bodies, and that one does so voluntarily and of one's own volition. As joint and several liability is inapplicable in this case, and there has never been any agreement between myself and either my ex wife or the school, surely they can't force such a contractual obligation upon me without my consent?

I saw a ring in a shop window that I liked and, because the shop was closed, I left a note with my details asking the shop owner to reserve the ring for me, so that I could come back the next day to buy the ring; but I changed my mind about paying so much for the ring by the next day and went back to the shop and left another note for the shop owner to cancel my request.

Could the shop owner sue me for this? Would he have a case?

Hello. Is the Unfair Contract Terms Act 1977 valid nowadays?

The Unfair Contract Terms Act 1977 continues to be valid since Company Act 2006 has been entried to force, doesn't it?

I look forward for your reply.

Yes, that's right, UCTA remains in force.

I don't remember signing my employment contract back in 2000, and the copy my employer has sent to me does not have my signature on it. As I have not signed it, am I still legally binded to this contract?

I asked Mark Minns of mpm Legal - an employment law specialist - about this. Standard rules of contract law apply. If you remember being given the contract back in 2000, and did not object to it at the time or since, then you will very likely be bound by the terms within it. This is because you have implicitly accepted the terms by working and being paid since 2000. Your employer will have a good argument that it should bind you.

As a limited company we agreed to purchase parts from another limited company, and as per their invoice terms we were asked to pay 100% in advance, which also included air freight delivery to our end client.

In January we made 3 seperate payments settling the amount completely. We were informed of a short delay due to some parts not being in stock, and we were asked to wait 2 weeks. After this period we got in touch with the sales manager asking for updates of the shipment. There were some excuses which could not be explained, and then we were informed that the main agent supplier of the parts was causing the delays. Again, we found this hard to believe. 

We were then informed that the shipment was ready, but the shipping company had issues with the end destination delivery and they could not guarrantee the security of the goods at a location, or how long it will take for final delivery.

After 2+ weeks of these excuses and being told that the director of the company we purchased from was in touch with the director of the main agent, we saw no progress. When we pressed the situation hard, the company then indicated that they were waiting on another invoice to be settled by us before despatching goods for both invoices. The second invoice is in relation to the supply of 4 diesel engines and was agreed to be paid with a letter of credit, to completely different project and client. 

The issue has not progressed forward and there were no terms or stipulations of all invoices to be settled or given any conditions of delvery, or their terms of business to us. 

This is impacting on our client directly as they are out of pocket as we are as a company and liable for the delivery of the goods paid for to the end client. 

The company we purchased from is in serous breach of contract to delivery the goods fully paid for and are trying to change the terms of the 2nd contract by holding us over a barrel for the non-delivery of this contract. 

We need a quick resolution to this as time for the end client is not a luxury due to these parts urgently needed for repairs.   

There seems to be no logical reason not to deliver what is fully paid for, and with these conflicitng emails its seems possible of their intention not to deliver on the contract. 

All recent communication by phone and email to the company results in them pointing the siutation to the director, who is currently on an extended business trip. No one seems to know his return date. 

The parts value exceeds a hundred thousand USD - not a small figure. The second invoice value is over forty thousand USD agreed and invoiced as L/C payment.

Any assistance will be appreciated.

You need to take proper advice on this one I'm afraid. The answer depends upon a range of issues, including the contents of all the legal documentation.

Can you advise if I have to complete works which I have been paid for, but have also meant that I have run over with my costs by £10,000.  There has been many delays caused by the customer and work started 6 months later than scheduled, which resulted in this loss.  Also my company has now gone into liquidation. Can I just leave the job?

This is another situation that needs a proper review of all the circumstances. The answer will depend - inter alia - upon what happened, the terms of the contract, the identity of the contracting parties and the exact status of your company.

I was contacted by phone offering an investment in diamonds.  After telling the salesman I may be interested in the offer.  Some days later I received a contract to sign.  I did not sign the contract and still have it.

About a week later the salesman called me on the phone and said I owe him £2000 plus as he had bought the stock in my behalf. Does this mean I owe him the money as he has threatened court proceedings.

I did not ask him to buy them.

I have a job contract to sign.....at the end of the contract they have signed it as a squiggle and underneath it reads...'signed on behalf of the company'. I don't know who it is or their position. Is this legal? They have asked me to sign and print my name and date it. Thank you for any light you can shine on this.....

If someone had promised me that I could have access to their yard for commuting purposes in return for a collectable set of teapots for the duration of three years, what would be the result in terms of enforcing their promises when, after 3 months into said agreement, they said the deal was off? Please advise

Furthermore, if they had promised to upgrade said yard due to the wear and tear of me driving over it by laying a concrete base, then after 7 months claiming that they weren't going to do it anymore, what can I do?

I'm assuming that these promises are legally enforceable?

Thanks in advance for any help?

Dale.

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