Advice Please

[suityou01]

Iaanal


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[Dallas]

You signed a contract you didnt understand, within that you agreed to increase the scope of your work without updating your contract, you have now been burnt and are trying to get out of the entire contract - really?

Learn from this.

[dty]

I would also be looking to brush up my contract reading skills to ensure I never found myself in this situation again.

[TheFaQQer]

The issue I have is the work load is now excessive and to some degrees the contract has been breached as I am employed for a project but I have verbally agreed to assist on another than was in trouble based on the fact I was advised this would not take much time. Fast forward 6 weeks and this is so untrue it's unreal.

I see no breach there which would be egregious enough to justify termination. Unless the clause that is breached is so fundamental to the nature of the contract, and the breach is really bad, you wouldn't have grounds to terminate because you aren't happy.

You agreed to take on the extra work, which you could / should have refused.

The question I have is the terminate clause says either party can terminate based on giving the notice period stated in the schedule but in reading the schedule there is no period stated (believe me I have checked a lot) I am guessing based on this I could give just a week although I don't believe that is appropriate as if I do between 4 and 6 weeks if will take the project to a more acceptable hand over point for my client, and although they are not going to be happy I want to ensure it is as painless for them as possible.

Does anyone see any issues in me giving 4-6 weeks notice based on the fact the schedule does not state a duration? Or am I intact being over generous in reality?

Where does the figure of a week come from? Is this just what you think you could get away with?

I'm of the opinion that if there is no notice period specified in the contract, then you cannot give notice and terminate. If you believe otherwise, then why even bother with a week, which is just a figure you've plucked out of the air - just walk.

I'd be looking at the substitution clause as the easiest way out of the situation - get someone else to complete this contract and move on to something else.

Good luck - it certainly would be a shame if you walked from this contract and the new one turned out to be worse or non-existent.

[TheFaQQer]

Fwiw a contracting buddy was faced with the same and just off fooked.

The fact that your buddy is a twat hardly sets a legal precedent, though.

[northernladuk]

I currently run my own limited company and contract as I am sure most of us do and I am currently in a year long contract but it is the second year for the same company.

You are aware of the 24 month rule?

The issue I have is the work load is now excessive and to some degrees the contract has been breached as I am employed for a project but I have verbally agreed to assist on another than was in trouble based on the fact I was advised this would not take much time. Fast forward 6 weeks and this is so untrue it's unreal.

Employed? really? Assisting another sounds like D&C to me. Working on stuff not on your schedule puts you in a tight spot Re IR35.

I could obviously break contract based on breach of contract in my opinion but this is not what I want to do and also the contract has a termination agreement which I can activate anyway.

Really? And what is this breach you speak off? It has to be a pretty serious breach to allow termination. This quote gives you an idea..

A breach of an intermediate or innominate term, i.e. neither a condition nor a warranty, only justifies termination if the breach is sufficiently serious. It must "go to the root of the contract", "frustrate the commercial purpose" of the contract or "deprive the party not in default of substantially the whole benefit"4 of the contract. In every case, the court will look at the nature and consequences of the breach to decide whether termination is justified.

Verbally accepting work is you entering in to a new contract as well isn't it? You can't say yes and then claim breach.

The question I have is the terminate clause says either party can terminate based on giving the notice period stated in the schedule but in reading the schedule there is no period stated (believe me I have checked a lot) I am guessing based on this I could give just a week although I don't believe that is appropriate as if I do between 4 and 6 weeks if will take the project to a more acceptable hand over point for my client, and although they are not going to be happy I want to ensure it is as painless for them as possible.

What do you assume a week when there is no mention in the schedule. Wouldn't the sensible assumption here be that there isn't a notice period available to you.

Does anyone see any issues in me giving 4-6 weeks notice based on the fact the schedule does not state a duration? Or am I intact being over generous in reality?
Thanks
Lee

I think you will be lucky to get it accepted although that said clients don't like to have contractors on site that don't want to be there. It sounds like they have the right to refuse it but it's going to come down to negotiation. Forget what the contract says and go speak to them.

[leegtr]

Right will try and answer a few questions

Yes I understand 24 month rule hence 2 combined contracts are under 24 months.

Yes I have made the mistake of missing no duration date for notice although the contract implies termination. 2 errors (1 me not noticing notice period and 2 client not removing termination section I guess)

I am fully aware of ir35 and never work out side the schedule tasks as that is what they employ my company for nothing else.

Breach of contact is not the option I want to take as I stated. However in my opinion it could be argued it is breach. Without boring all to death the original contract was for a UK based project based on the schedule outline, with the options to review additional projects if they still only required the schedule requirements to be completed. I was asked to work on a project abroad which I accepted on the basis that the client mentioned minimal travel is required based on the project being well run to date. On starting (yes I have verbally agreed so in principle the contract is updated in eyes of the law) the project and discussions with end users I have discovered that I would need to spend 99% of my time abroad and on this project to bring to a conclusion which is not how it was advised and not the verbal terms it was accepted on. All being verbal is an issue I will learn from and would not do again although from a breach of contact point of view if they did not remove the new project from me (if I requested) then I believe there is grounds to argue this.

Overall my question keeps heading back to there is implied termination allowed just the period missing.

1 week is not a made up notice period it is based on want happens when employed if there is no designated notice period. If no notice period is in an employed contact the "reasonable notice" comes in to effect and upto 12 months it is a week.

Thanks for all reading and responding by the way it is very helpful and learning all the time.

[TheFaQQer]

Breach of contact is not the option I want to take as I stated. However in my opinion it could be argued it is breach. Without boring all to death the original contract was for a UK based project based on the schedule outline, with the options to review additional projects if they still only required the schedule requirements to be completed. I was asked to work on a project abroad which I accepted on the basis that the client mentioned minimal travel is required based on the project being well run to date. On starting (yes I have verbally agreed so in principle the contract is updated in eyes of the law) the project and discussions with end users I have discovered that I would need to spend 99% of my time abroad and on this project to bring to a conclusion which is not how it was advised and not the verbal terms it was accepted on. All being verbal is an issue I will learn from and would not do again although from a breach of contact point of view if they did not remove the new project from me (if I requested) then I believe there is grounds to argue this.

I would refer you to the quote from NLUK above - is the breach so serious that it warrants a termination of the contract? As I said above, even with this additional information, I would argue that it isn't. It might be sufficient to allow you to not do the additional project so that you can return to the one that you are contracted to deliver, but not to walk away from the company completely.

1 week is not a made up notice period it is based on want happens when employed if there is no designated notice period. If no notice period is in an employed contact the "reasonable notice" comes in to effect and upto 12 months it is a week.

Mixing contract law and employment law will not help your case. You are not employed by the client, your company is engaged under contract to deliver services.

Find someone else to do the job and exercise your right of substitution. That isn't an ambiguous path to take, assuming your contract has a substitution clause in it.

[leegtr]

Right will try and answer a few questions

Yes I understand 24 month rule hence 2 combined contracts are under 24 months.

Yes I have made the mistake of missing no duration date for notice although the contract implies termination. 2 errors (1 me not noticing notice period and 2 client not removing termination section I guess)

I am fully aware of ir35 and never work out side the schedule tasks as that is what they employ my company for nothing else. Ok use of employed was obviously incorrect as my company is contracted to the client and I am employed by my company.

Breach of contact is not the option I want to take as I stated. However in my opinion it could be argued it is breach. Without boring all to death the original contract was for a UK based project based on the schedule outline, with the options to review additional projects if they still only required the schedule requirements to be completed. I was asked to work on a project abroad which I accepted on the basis that the client mentioned minimal travel is required based on the project being well run to date. On starting (yes I have verbally agreed so in principle the contract is updated in eyes of the law) the project and discussions with end users I have discovered that I would need to spend 99% of my time abroad and on this project to bring to a conclusion which is not how it was advised and not the verbal terms it was accepted on. All being verbal is an issue I will learn from and would not do again although from a breach of contact point of view if they did not remove the new project from me (if I requested) then I believe there is grounds to argue this.

Overall my question keeps heading back to there is implied termination allowed just the period missing.

1 week is not a made up notice period it is based on want happens when employed if there is no designated notice period. If no notice period is in an employed contact the "reasonable notice" comes in to effect and upto 12 months it is a week.

Thanks for all reading and responding by the way it is very helpful and learning all the time.

[leegtr]

To further the breach of contact which I did not want to go in to is mainly down to if I ask to go back to original project only it will be refused as no resource is available hence the moment that happens the verbal requirements of the project agreed differ significantly from actual hence breach.

Please though understand I don't want to cancel on breach of contract

I obviously have right to substitute if I wanted to go that route but I am trying understand what happens when the contract has right to terminate but foes not specify duration. The contract says I can terminate but does not tell me the notice period do I was wondering does contract law have a recognised acceptable period like emploenr law?

Again thanks for taking time to reply.

Lee