Daily Archives: 19th June 2018

Consumer Disputes

According to the Office of Fair Trading, unsatisfactory goods and services cost British consumers more than £8 billion a year.

What is consumer law?

Consumer Law is the area of law which provides protection to the consumer when they purchase a product or service. The Law ensures that consumers are protected against such issues as fraud or mis-sell and that consumer markets abide by the rules and regulations of this directive. Consumer Law also protects organisations, for example regarding issues of copyright or intellectual property right theft.

What are consumer disputes?

Consumer dispute means a dispute where the person against whom a complaint has been made, denies or disputes the allegations contained in the complaint.

English Law for consumers and consumer disputes

Under English law, traders need to comply with the legislation and regulations on the sale of goods. The law on this area has evolved over many years and is principally set out in the Sale of Goods Act 1979, as amended by the Sale and Supply of Goods Act 1994 and the Sale and Supply of Goods to Consumers Regulations 2002.

All buyers of goods and services are entitled to remedies under the legislation but consumers are entitled to a greater range of remedies. ‘Consumers’ are people who are buying for themselves, i.e. not for their trade, business or profession. All buyers are entitled to goods of satisfactory quality but cannot, for example, expect a legal remedy for fair wear and tear or a fault they should have discovered on reasonable inspection.

Whether you are a consumer seeking redress or a trader seeking to ensure you comply with your obligations, our consumer team can offer an in-depth comprehensive service in all consumer matters and can advise and represent you to a successful resolution of any consumer disputes.  For more legal assistance contact our solicitors on 01206 500181.

 

 

Partnership Disputes

We regularly advise on disputes between partners and members of limited liability partnerships.

Partnership disputes often arise out of misaligned management philosophies, especially those regarding growth strategy, culture and branding. Sometimes Partnership disputes arise after a partner retires or is expelled from the partnership or when the partnership is to be wound up. Such disputes require a high level of sensitivity, with reputations and careers usually at stake.

What can cause Partnership Disputes?

Partnership disputes can arise due to various reasons including:

Underperformance of a Partner

Every partner is assigned to a specific role while forming a partnership. If a partner is unable to carry out his/her duties well, then it can cause partnership disputes among partners.

Secret profits

All the profits incurred in the partnership must be clearly declared before all the partners. Any secret profit taken by any partner without the knowledge of other partners may raise partnership disputes.

Conflicting interests

It is imperative that all partners within a partnership have common interests in businesses. If two partners have a different vision and the rest of the partners do not agree to the same, partnership disputes may arise.

Management/personality conflicts

In this situation, the most sensible course of action may be to dissolve the partnership altogether. In some cases, you may need to involve the Courts to ensure that all loose ends are tied up so that the company’s assets are divided fairly.

How we can help?

We provide tactical and commercial advice, from practical steps before a dispute gets out of control to robust advice on mediation and settlement. Where court proceedings become necessary, our experienced litigation team will provide comprehensive advice and guide you through the process. Contact us on 01206500181.

 

Disputes Resolution and Mediation

Disputes can cause individuals and small businesses direct financial loss, unbudgeted costs, wasted management time and often irreparable damage to relationships and reputations. It is, therefore, crucial to resolve disputes quickly and understand the range of options available to you.

When it comes to dispute resolution, we now have many choices. Understandably, disputants are often confused about which process to use. The choices include:

  • Mediation
  • Arbitration
  • Litigation

Here we will discuss meditation.

What is Mediation?

The goal of mediation is for a neutral third party to help disputants come to the agreement on their own. Rather than imposing a solution, a professional mediator works with the conflicting sides to discover the interests underlying their positions.

Mediation can be helpful at allowing parties to open their feelings and fully explore their grievances.

Mediation process

Working with parties together and sometimes separately, mediators try to help them hammer out a resolution that is sustainable, voluntary, and nonbinding.

There are 6 steps to a formal mediation;

  • introductory remarks
  • statement of the problem by the parties
  • information gathering time
  • identification of the problems
  • bargaining and generating options
  • reaching an agreement

Advantages of Mediation

The main advantages of attempting to reach the agreement by mediation are:

  • You are directly involved in negotiating your own agreement.
  • No settlement can be imposed upon you (as happens in litigation or arbitration).
  • The proceedings are conducted in private, and you are in control of your own position.
  • Because mediation can be used early in a dispute and agreement can be reached more quickly than may be the case when pursuing the problem through the courts.
  • You have the services of an experienced person who can aid your negotiations, and assist in achieving a quick settlement.
  • Generally, the cost is greatly reduced in comparison with pursuing the matter through the courts or arbitration.
  • The Mediator may be able to explore alternative solutions that may not have been considered by the parties or are not possible or available through the courts.
  • It is possible to re-establish a positive relationship between the parties once the dispute is resolved.
  • If the Mediation is unsuccessful you have neither prejudiced or sacrificed any legal rights nor delayed significantly any ultimate settlement by the legal process.

 

Contact us for dispute resolution and mediation

We can advise you on the best strategy for achieving your objectives within your budget and preferred timescale. We focus on identifying the issues early and using the most appropriate method of dispute resolution. These range from negotiating on your behalf to appointing an independent third party or an expert to come to a solution. Contact our litigation department to discuss which method suits you best.

Directors & Shareholder Disputes

Companies are separate legal entities from its directors and shareholders. Companies can sue or be sued by their directors and/or shareholders. In some cases companies are the only possible claimants in relation to directors’ or shareholders’ wrongdoing.

The key document which sets out the balance of power within a company is its Articles of Association. These act as a binding contract between the company and its shareholders. Subject to any overriding company law the Articles determine who within a company exercises which powers on its behalf.

Directors generally have day to day control of the company under the Articles, making decisions such as whether or not to enter into any contract; raise finance or take any other steps in relation to the management of the company.

However shareholders have the ultimate power as they can, by majority vote, dismiss a director and appoint a new director to the board.

Most shareholders’ disputes arise over decision-making issues between majority and minority shareholders. Minority shareholders can feel excluded by the majority shareholders but the law protects them and enables them to make claims for being ‘unfairly prejudiced’ by majority shareholders. Other disputes arise when there is a breach of a shareholders’ agreement by certain shareholders requiring redress of the wrong committed on behalf of the company.

Our team offers comprehensive in-depth advice to individual directors or shareholders or collectively to companies, in all matters of boardroom and shareholders’ disputes. We offer a comprehensive service from arranging negotiations to advising and representing you through court proceedings.

Contractual Disputes

Contractual disputes can arise before, during or after a contract has been entered into. It is therefore important to ensure contracts are drafted comprehensively. Examples of such disputes include the provision of faulty goods and services, the pursuit of unpaid debts and recovering damages arising from breaches of business contracts.

Common reasons why contractual disputes arise

Our specialist contract solicitors can assist with all types of contractual disputes, including:

  • Issues arising from a contract review
  • Concerns around an offer you have made in a contract
  • Disagreements over the meaning of technical terms within a contract
  • Mistakes and errors
  • Fraud
  • Disputes involving business associates or employees
  • Disputes where a party does not honour their commitment under a contract

 

Once a dispute surfaces, we always encourage our clients to resolve matters quickly without resorting to litigation to preserve the contractual and business relationships. If this is not possible, we will take effective and where necessary immediate action to protect your position.

Contractual Obligation

A contract is an agreement giving rise to obligations which are enforced or recognised by law. When contracting parties’ sign such an agreement they mutually agree to perform their part of the obligations stipulated in the agreement.

Contract law governs the relationship, content and validity of such an agreement and covers a wide range of agreements, from the sale of goods/provision of services to exchanges of interests or ownership.

What Are Contract Obligations?

Contract obligations are those duties that each party is legally responsible for in a contract agreement. In a contract, each party exchanges something of value, whether it is a product, services, money, etc. On both sides of the agreement, each party has various obligations in connection with this exchange.

If either party fails to perform their contractual obligations according to the contract terms, it will usually result in a breach of contract. This may result in a damages award to reimburse the non-breaching party for their economic losses.

How we can help with contract obligations case?

Contract law essentially comes into play when the agreement terms are breached or about to be breached and the aggrieved party needs to enforce the terms of the agreement. Our commercial and litigation teams combine to assist and advise you throughout the contractual process, from drafting the contract to your specific requirements, to advising and representing you if there has been a breach of contract.

Examples of Contract Obligations

Contract obligations generally depend on the specific subject matter of the contract. Contract obligations for a sales contract may be much different than other types of contracts, such as a rental agreement contract. However, most legal agreements contain some of the same types of contract obligations, such as:

  • Payment:  One party is usually legally bound to provide payment for the sale of goods or services. The contract terms may state obligations regarding payment amounts and the deadline for payment.
  • Quality of Goods:  The seller may also be bound to provide goods of a certain quality. This may be specifically described in the contract

These types of obligations can vary according to the individual details of the contract. In addition to these specific obligations, each party in a contract is also bound by certain general principles and obligations when forming the contract.

For instance, each party is obligated to deal fairly and truthfully with the other party, and each party is also obligated to refrain from using force or oppression in obtaining the agreement.

Can Contract Obligations Be Transferred to Another Party?

In some cases, contract obligations can be transferred to a third party. For instance, if one party is obligated to paint the other party’s house, they can sometimes hire an outside party to do the painting for them. This is known as “contract delegation”.  Contract delegation may or may not be allowed for all obligations; the ability to delegate a contract duty may depend on the type of obligation as well as state contract laws.

For instance, a contract obligation usually can’t be delegated if it involves unique craftsmanship or artistic ability that can only be performed by the specific party to the agreement.

Do I Need a Lawyer?

Contract obligations will be different in each individual claim. You may need to contact an experienced contracts attorney if you have any disputes or legal questions about a contract obligation. Your lawyer can provide you with legal research and guidance to address your inquiries about contract obligations. In addition, if you need to file a lawsuit for a violation of contract obligations, your attorney can provide you with assistance and representation in court.

Commercial Dispute Resolution And Litigation

At some point in business, it is inevitable a problem or dispute will arise with a supplier, customer, or other third parties.

Whatever the situation we have the expertise to assist you in resolving the dispute. With extensive experience in dispute resolution and both High Court and County Court litigation, we will be able to guide you through the process of achieving a solution which is both effective and practical for your business.

Some of the areas in which we can assist are:

  • Contract disputes
  • Debt Collection
  • Corporate and Shareholder Disputes
  • Property and Landlord and Tenant Disputes
  • Partnership Disputes
  • Insolvency and Recovery
  • Enforcement of Judgments

Shareholders agreements

The structure for running a Limited company is set out in its Memorandum and Articles of Association as registered at Companies House. However, in a small privately owned company, this does not give the owner the necessary protection and appropriately document the relationship between shareholders.

What are shareholders agreements?

Shareholders agreements are, as you might expect, an agreement between the shareholders of a company. It can be between all or, in some cases, only some of them. Its purpose is to protect the shareholders’ investment in the company, to establish a fair relationship between the shareholders and govern how the company is run.

Why shareholders agreements are important?

It is vital that the shareholders in a business prepare Shareholders Agreements which document what happens if:

  • A shareholder wants to leave, how the relationship is terminated, how the assets are valued and whether the shares remain with the shareholder or whether they are required to return to the company
  • Similarly, if a shareholder dies what happens to his shares, how they are valued and whether they are passed to his beneficiaries or whether they are required to come back into the company
  • What happens if there is an arm’s length transfer of shares or an offer for the company
  • On a day to day basis, how the business is run and what decisions need to be unanimous and what can be left to individual shareholders

How can we help with shareholders agreements?

Our business services team have prepared Shareholders Agreements for all sizes of companies and we understand that all companies are not the same.

We offer you a free initial meeting to discuss the areas of importance for your company and supply you with a checklist identifying those topics which shareholders should discuss and agree on at the time of forming a business.

In many circumstances, we can offer you a fixed fee for drafting a Shareholder’s Agreement and putting in place protections you need. For assistance Contact us on 01206500181.

 

Partnership agreements

Whilst there is no legal obligation requiring a business partnership to put in place  Partnership Agreements it is very important to do so in order to regulate the business relationship because the law does not adequately provide for many issues which can arise in the modern world.

What should be added to partnership agreements?

It is vital that Partners in a business address and document what happens:

  • To the profits and losses of the business, how they are divided
  • If a Partner wants to leave, how the relationship is terminated and how the assets and the profits of the business are divided
  • If a Partner dies, what happens to the assets and the profits of the business
  • On a day to day basis, how the Partnership is run, what decisions need to be unanimous and what can be left to individual Partners

How we can help with partnership agreements?

Our business services team has prepared Partnership Agreements for all types and sizes of business. We understand that businesses are not the same.

We offer you a free initial meeting to discuss the areas that are important for your business and supply you with a checklist identifying those topics which prospective Partners should discuss and agree on at the time of forming the business.

In many circumstances, we can offer you a fixed fee for drafting a Partnership Agreement and putting in place the protections you need. For assistance Contact us on 01206500181.

 

Buying and selling companies and businesses

We have had years of experience in both buying and selling all types and sizes of companies and businesses. We have experienced team at guiding when it comes to selling a business or company or buying a business.

How we can help with selling a business or buying a business?

If you are selling a business or a company or considering buying a business or a company then taking advantage of our initial free interview to prepare you for that process and outline the type of documentation and process you will need to follow would very much be of benefit to you.

We understand that if you are buying or selling that there is a need to move as quickly as you require without compromising the protections you need.

Things to consider when buying a business or selling a business

The process of buying a business or  selling a business centres around:

  • The need for Non-disclosure and Confidentiality Agreements at the beginning or prior to negotiations
  • All aspects of Due Diligence
  • Preparing Heads of Terms
  • Preparing, negotiating and concluding the sales/purchase agreements for the business, and the warranties and disclosure letters which underpin the transaction.

We are experienced at guiding businesses and their management team from the early stages of negotiation all the way through to completion. For assistance Contact us on 01206500181.