Reply to: No contract issued or signed - breach of contract?

[blacjac]

Hmm, interesting.

What if agency sends you an unsigned contract. The contractor LTD makes changes to it then sends it back, but the agency never signs it, contractor starts work, gets paid etc. Are the agency deemed to have tacitly accepted the amended contract?

What if the agency sent the contract to you, already signed by the agency and then you changed it, signed it and sent it back. Would your changes form part of the contract or would this be impossible since the agency had already signed a different version of the contract?

It sounds to me that if an agency sends you an unsigned contract then you are free to amend it how you want, sign it and send it back to them to review. If it's already signed by the agency then you have to accept it as is.

As I understand it, it would be down to whoever could prove they last amended the contract and weather or not whoever never responded had reasonable time and notice to do so. Only a judge would decide.....

Not sure who Cojaks question is for...I personally got paid.

Erm....timeline as I remember was....
I started work.
Two weeks in they emailed, after me repeated request, a standard contract for me to look over, I emailed back whole list of things I didn't like about with reasons and suggestions for omission, alterations.
Another week or so passes and agency sent contract as it was but signed.
I refuse to sign.
After that was all forgotten about...I was getting my money, didn't give much though to contract any more.

My take on this is that you are working to the agencies contract because:

1. They sent contract.
2. you said no, and provided an alternative.
3. They ignored your alternative and again provided a contract
4. you did nowt.

It's all negotiations, and they stopped after the last agency contract so I think it is reasonable that a judge would rule you had plenty of time and oppertunity to respond to 3. However you didn't, you carried on working, invoicing and accepting payment. Ergo, you accepted their contract provided in 3.

What you should have done is repeated 2, then it would be back in their court.

[MarillionFan]

Thanks for the replies.

I have got myself in a dumb situation with this one. Newbie error.

Agreed to do some work at x rate per hour for a company that was providing a service to a client. That's all I agreed. No other terms and conditions agreed. No contract was ever shown, offered, agreed to etc in writing or verbally.

Still have no idea what is in the contract apart from that I shouldn't have worked for the end client until 12 months after the work ceased with the company I was working for. Never told verbally or in writing.

They say I am in breach of contract and will sue. Due to working for the client directly, even though I wasn't aware of the clause. However, I never got paid for any of the work.

So, based on the above, I really don't see how I could be in breach of contract?

OK!

Sounds like you've been a bit dumb. I think we understand what you have done though. Newbie error sounds about right.

Be a little more succint on the next reply if you want help.

You need to tell us

1) How many days have you done with the client (with the company you agreed)
2) How did you find the client and who did you deal with
3) Sounds all verbal so far, so what was documented (rate, hours etc must be)
4) How many days have you done with the client direct (and what was the catalyst for doing so)
5) What does the company you agreed with want to sue for?

Is the company you have contracted through an agency or a consultancy?????

We should be able to give some advice here, without resorting to 'you been dumb' type comments.

[Olly]

looks like he said the second bit of work he did for the client was a freebie and not something he's questioning.

[cojak]

The OP didn't get paid.

[Olly]

Not sure who Cojaks question is for...I personally got paid.

Erm....timeline as I remember was....
I started work.
Two weeks in they emailed, after me repeated request, a standard contract for me to look over, I emailed back whole list of things I didn't like about with reasons and suggestions for omission, alterations.
Another week or so passes and agency sent contract as it was but signed.
I refuse to sign.
After that was all forgotten about...I was getting my money, didn't give much though to contract any more.

[cojak]

You never got paid for the work???

How many days did you work?

If they didn't pay you they were in breach of this verbal contract.

I'm not sure if you can get youR money without a contract to wave at them but at the very least you can tell them to get stuffed.

[Wanderer]

In that example it depends on how they refused the contract.

If they said, I won't accept that, but I will accept x, y & z, then it is x, y and z that have been accepted by the agency when they paid the invoice....

Hmm, interesting.

What if agency sends you an unsigned contract. The contractor LTD makes changes to it then sends it back, but the agency never signs it, contractor starts work, gets paid etc. Are the agency deemed to have tacitly accepted the amended contract?

What if the agency sent the contract to you, already signed by the agency and then you changed it, signed it and sent it back. Would your changes form part of the contract or would this be impossible since the agency had already signed a different version of the contract?

It sounds to me that if an agency sends you an unsigned contract then you are free to amend it how you want, sign it and send it back to them to review. If it's already signed by the agency then you have to accept it as is.

[blacjac]

In that example it depends on how they refused the contract.

If they said, I won't accept that, but I will accept x, y & z, then it is x, y and z that have been accepted by the agency when they paid the invoice....

[Wanderer]

Just turning this the other way round....I refused to sign the contract given to me by an agency, disagreed with many points and documented these in an email.
We never resolved it even though I worked there for 2 months. Got paid, no (particularly) hard feelings when I left.
What does the panel think about the contract....not because I intend to breach it, but it was IR35 nasty.

In my opinion (and I'm not a lawyer) the contract was legally binding, even though you hadn't signed it.

How? The basis of a contract is an "offer", "acceptance" and "consideration". You were offered a contract and by performing the work detailed in the contract you were deemed to have accepted it. You then accepted payment for the work done (a consideration).

In the same way as you accept the terms and condtions when you take your "pay and display" parking ticket or click "Accept" to a software license for a computer program, by performing the contract and accepting the payment you are deemed to have tacitly accepted the contract terms.

That's what I understand anyway. Anyone have another point of view on this one? How would this stand up in court?

[Olly]

Just turning this the other way round....
I refused to sign the contract given to me by an agency, disagreed with many points and documented these in an email.
We never resolved it even though I worked there for 2 months.
Got paid, no (particularly) hard feelings when I left.
What does the panel think about the contract....not because I intend to breach it, but it was IR35 nasty.

[problem369]

Thanks for the replies.

I have got myself in a dumb situation with this one. Newbie error.

Agreed to do some work at x rate per hour for a company that was providing a service to a client. That's all I agreed. No other terms and conditions agreed. No contract was ever shown, offered, agreed to etc in writing or verbally.

Still have no idea what is in the contract apart from that I shouldn't have worked for the end client until 12 months after the work ceased with the company I was working for. Never told verbally or in writing.

They say I am in breach of contract and will sue. Due to working for the client directly, even though I wasn't aware of the clause. However, I never got paid for any of the work.

So, based on the above, I really don't see how I could be in breach of contract?

[northernladuk]

Well there would have to be implied terms NL, and by working, then those are tied in.

Normally this occurs when you have agreed terms or have seen a contract and not signed it or returned it. Quite easy to do.

So OP, how come you dont have a contract?

I would agree but the OP does say

but was never issued with a contract or agreed any conditions in any way.

Where would the implied terms to be tied in to there? I find it hard to believe that the OP has started with out even a mention of notice period, contract duration. In any way you lead me to believe he turned up, said hello, shook the guys hand and sat down to work. A) This isn't true and the OP isn't being as honest as he needs to be when asking for assistance like this or B) It is a dumb position to be in and the OP really needs to rethink his business skills

[MarillionFan]

Can I asked why on earth you started with a company with no contract. You can't be in breach but you also don't have a leg to stand on if they want to screw you over as well. It cuts both ways.

This sounds like a really dumb position to be in.

Well there would have to be implied terms NL, and by working, then those are tied in.

Normally this occurs when you have agreed terms or have seen a contract and not signed it or returned it. Quite easy to do.

So OP, how come you dont have a contract?

[northernladuk]

Can I asked why on earth you started with a company with no contract. You can't be in breach but you also don't have a leg to stand on if they want to screw you over as well. It cuts both ways.

This sounds like a really dumb position to be in.

[Wanderer]

Welcome problem369!

I worked for a company, but was never issued with a contract or agreed any conditions in any way.

Therefore is the contract valid and more importantly, can I be in breach of that contract?

Yes, absoulutely. Technically speaking, a verbal contract can be just as binding as a written one.

BUT (and it's a big BUT), if you have a verbal contract then it will be extremely difficult for either party to enforce or to argue in court especially if neither side has independant witnesses. Imagine if the client says one thing and the contractor says another. It's the client's word against the contractors and the judge doesn't know who to believe - it would be very difficult for someone to bring a case on that basis. If the two sides contradicted each other then one side could be committing perjury, but it could also even be the result of a genuine misunderstanding. It would be pretty unlikely that a case based on a verbal contract would make it to court in my opinion, it's just too weak.

As they say, a verbal contract isn't worth the paper it's written on....

Go on, spill the beans. What have you done?