Commercial Law – Unfair Contract Terms – Accommodation for a Business

The case of Regus (UK) Ltd v Epcot Solutions Ltd [2007] highlighted the use of unfair terms in a commercial contract. The claimant in the case was a British company which was part of a large group of companies supplying serviced office accommodation in 50 countries. The defendant was a small company providing professional IT training which intended to develop a franchise in the field. The defendant company decided to use one of the claimant’s locations at Heathrow.

Accommodation by the defendant company was taken on a day to day basis in 2001. In August of that year, the parties signed an agreement which was to last for 12 months. In August 2002, the defendant renewed the agreement for a further 12 months. However, in November 2002 the defendants were told that the Heathrow location was due to close in February 2003.

The claimant’s terms and conditions in the agreement committed it to try to find alternative accommodation for the defendant. It offered the defendant alternative accommodation about three miles away. In addition to this, the claimant also offered to provide the necessary support for the moving of equipment, as well as a service to inform clients of the new location. The claimant also offered to maintain the same price for the remainder of the term.

The defendant accepted the new accommodation and, in March 2003, signed a new agreement for three and a half months. The agreement was on the claimant’s standard form at the time. Clause 23 of the agreement purported to exclude liability for any loss unless the failure relied upon was deliberate or negligent, and even then there was no liability:

‘… For any failure unless you have told us about it and given us a reasonable time to put right …’

It further provided that the claimant would not:

‘… In any circumstances have any liability for any loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss. We strongly advise you to insure against all such potential loss …’

Towards the end of March 2003, the defendant raised points about the air conditioning at the new accommodation. In November 2003, the agreement was extended for another 22 months. No additional complaints about the air conditioning were made until May 2004, at which point a series of correspondence ensued.

In October 2004, the defendant received a ‘notice of suspension of services’ followed by a second such notice and finally an e-mail stating that the defendant could not access its office after the 8th of October 2004. The claimant issued proceedings seeking sums due for office services for the period up to the 8th of October, when the services were suspended, together with £23,385.46 being the standard fee for the period to the end of October 2005. October 2005 would have been when the renewed agreement would have expired.

The defendant counterclaimed for mis-representation under the contract, as well as breach of contract over the allegedly defective air conditioning. The initial hearing was concerned with aspects of liability. The issues to be considered by the court included whether the air conditioning had been defective and therefore in breach of contract, and whether the claimant’s terms of its standard form contract (in particular clause 23) breached the Unfair Contract Terms Act 1977.

The court ruled as follows:

§ It was entirely reasonable for the claimant to restrict damages for loss of profits and consequential loses from their potential liability. However, it could not satisfy the burden of reasonableness when the clause deprived the defendant of any remedy at all for failure to provide a basic service like air conditioning in what was the business equivalent of a hotel, not the lease of a flat. Such a broad exclusion under the contract was deemed not reasonable when one applied the factors identified by the 1977 Act. As it was not open to the court to sever a clause which failed to meet the requirements of the Act, clause 23 was therefore of no effect.

§ On the facts of the case, the air conditioning had been defective, making the room much too hot in the summer months. The inadequate air conditioning had been a significant, but not a real threat to the defendant’s business. The court held that if it had been, the complaints would undoubtedly have been reduced to writing. The failure to supply proper air conditioning was, however, negligent on the claimant’s behalf. The court decided that such failure was significant but not crucial as the failures had only interfered with the efficient conduct of business, but had not prevented it. Therefore, the court held that the appropriate measure of damage would be some percentage deduction from the fees paid unless the defendant could show additional specific loss attributable to the failure of the air conditioning.

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© RT COOPERS, 2007. This Briefing Note does not provide a comprehensive or complete statement of the law relating to the issues discussed nor does it constitute legal advice. It is intended only to highlight general issues. Specialist legal advice should always be sought in relation to particular circumstances.

Some Great Sources to Look Into When Finding a Reliable Bankruptcy Attorney to Hire

This article will give you some great tips on how to find a bankruptcy attorney for your company or simply for yourself. The reason why it is so important to find a lawyer that is well reputed and competent enough is because the legality involved in filing for bankruptcy is so complicated that you can never handle it on your own. Before you can even begin the process of filing for bankruptcy you need to find an attorney so that you have someone skilled enough in the legal field to give you important advices like do you even need to file for bankruptcy, if yes what type of bankruptcy you should file for and other such relevant questions. To find an attorney you can either look up the advertisements section or conduct a personal search of yourself. Looking up in the advertisement sections will only help you to find bankruptcy attorney but not help you in finding one with the assertion that that person is well worth the job.

The best place to find a lawyer is to ask other attorneys you may know to give you some recommendations. But always keep in mind that the field of bankruptcy is very vast with different specialized fields within it. When looking for a lawyer keep in mind that you should check out the specialized field in which that particular attorney is skilled in. But since all attorneys interact with each other in court rooms, any attorney can help you to find an bankruptcy attorney that is well reputed in his or her field. Therefore if you have any friends or relatives who are in the legal field they will surely help you get to some great sources to get a lawyer that you need. Another great source to look to find a lawyer is your bookkeeper or tax preparer. These two professionals also encounter attorneys in their work and thus are better able to help you to spot a lawyer of your choice.

The internet is always a great place to search for any kind of information which includes information about bankruptcy attorney. There are several websites that will give you complete lists to browse through to find a lawyer. The National Association of Consumer Bankruptcy Attorneys is also a great place for legitimate and authentic help to get in touch with a lawyer. This is a special body set up for all bankruptcy attorneys and works solely to help people protect their rights while also helping them to find an attorney that is best suited for their cases. They have extensive databases that are updated on a regular basis regarding all the information on each and every single attorney including all court appeals, opinions, and decisions. This is why the National Association of Consumer Bankruptcy Attorneys is a great place to begin your search for a lawyer.

Another great lawyer referral service that you can use to find a bankruptcy attorney is the American Bar Association. They too have a presence on the internet will complete updated information regarding all attorneys along with their contact numbers too so you can approach them yourself. When you find a bankruptcy attorney it is always advised that you take up their initial free consultation offer to personally meet up with them and get a feel of how they work. This will help you a lot in determining the future of your case and will help you to build a stronger financial future for yourself or for your company. Never rush through the process to find an attorney and always look carefully and closely before making your final decision because your whole future depends on it.

Consult A Bankruptcy Attorney When Considering Chapter 7 Or Chapter 13

Nowadays, all you have to do is turn on the news and hear the bad economic news, with unemployment continuing to rise. Even though the government threw $1 trillion at the economy there has been no positive response. It’s no surprise that over 1.5 million people filed for bankruptcy in 2010 and those expected to file in 2011 will continue to rise. With all the alternatives to debt elimination being advertised, still the most popular to get rid of crushing debt, is to file Chapter 7 bankruptcy. Constant phone calls from creditors all hours of the day and night along with threatening letters, it’s easy to see why people choose bankruptcy to stop this madness.

For the individual that has had an unexpected financial catastrophe, like a job loss, illness or divorce, filing bankruptcy can help relieve some of the stress that the creditors are putting on them. Being in this situation is not fun and perhaps the day has come that you need to pick up the phone and call a bankruptcy attorney for a free consultation and see if you qualify for Chapter 7 or Chapter 13 bankruptcy.

It’s important to get all of your bankruptcy questions answered before filing, and that’s why individuals should get legal counsel. When consulting with a bankruptcy attorney, always be upfront when explaining your situation to make sure that the attorney understands the whole financial picture. When deciding on a bankruptcy attorney to hire, remember to find someone who has good references and extensive experience in bankruptcy law. With the downturn of the economy, there have been many lawyers who see the opportunity to make some money.

Usually, these attorneys have very little experience in bankruptcy law and your results may suffer. If you think this is an attorney that you might want to hire, go over the fee schedules and ask questions if there will be additional fees for preparing extra documents or amendments. It’s best to find out the total cost that you might incur by hiring this particular bankruptcy attorney. If you’re going to have to pay someone a couple of thousand dollars, don’t be afraid to take the time to make your decision, and even interview multiple attorneys if necessary.

After making the decision selecting your bankruptcy attorney, you will be responsible to gather a gaggle of information and take it to the attorney’s office. Many people that are filing for bankruptcy feel unnecessarily intimidated when they are required to go into the attorney’s office. People need to remember that they are the client and that the attorney works for them. Being afraid to ask all the questions you have might come back and haunt you after the bankruptcy is discharged. Leaving something out because you feel it’s unimportant or you don’t want to waste the attorney’s time, might be something that can change the direction of your case.

That’s why it’s important to select a personable bankruptcy attorney that is easily accessible and willing to answer all of your questions. One should also be comfortable with the attorney’s staff, as much of the time the individual will be dealing with attorney’s paralegal. Filing for bankruptcy can be a stressful time in your life, but finding the right legal help can make the process fairly quick and pain-free.

Basic Reasons Why Your Organization Needs to Be Represented by a Good Corporate Bankruptcy Attorney

If you are running a business you need to be familiar with the ins and outs of bankruptcy because you never know when you might need to file for bankruptcy for your company. If you are already at that stage then this article will certainly help you out a lot. To begin with your search for a good corporate bankruptcy attorney you should first start searching for all those firms in your area that offer these services to companies. Try analyzing the reputations of each firm to judge which points are most favored in which firm so that you can choose a good bankruptcy attorney. Bankruptcies especially those related to the corporate sector are very complicated especially in America. Only the most experienced and competent bankruptcy attorney can help you with your case. This is why firms are especially set up with the sole purpose of offering the services of a good corporate bankruptcy attorney to other companies in need.

When a corporate bankruptcy attorney is filing for bankruptcy on behalf of another company he or she will most probably be dealing with so many diverse areas like tax law, contract law, real estate law, corporate law etc. Now if your company owns assets or real estate then naturally you will need to look for a bankruptcy attorney that has more experience in dealing with these areas too. Preserving your assets is the most important point a bankruptcy attorney has to be careful of when filing for bankruptcy on behalf of another person or company. The process for filing for bankruptcy is quite complicated and some small errors in this process can cause great loss. But if an attorney conducts it well the advantages are great and you can certainly benefit a great deal from it. The best thing about hiring an attorney to represent you is that you immediately get legal protection for your harassing and agonizing creditors. It now becomes the duty of your attorney to deal with all your creditors personally.

Unless you are in a very bad situation, your company will keep on doing business in attempts to make profits while your bankruptcy lawyer will deal with the part of devising plans to execute your bankruptcy well so you don’t have any complications when paying off your debt. There are different types of bankruptcies but the Chapter 11 bankruptcy is the major one that relates to organizations or businesses. Your bankruptcy lawyer will help create an image for your company that will reflect its realization of all its obligations towards its creditors and its responsibility to pay off debt while also earning enough time from court to enable your organization to get back on its feet. A well experienced bankruptcy lawyer will give you some invaluable tips on how to approach the court while also giving you some great tips on conducting business in a way that will help you get back in an upward turn.

Only a corporate bankruptcy attorney will be able to advise you well regarding all state laws that will apply to your organization based on the location of all its offices. It is always of immense important that your bankruptcy lawyer should file for bankruptcy only in the state in which your organization is conducting business. Furthermore other complications involved related to secured and unsecured debt that only your bankruptcy lawyer will be able to explain to you. Because of all these reasons it is quite important that you hire a well reputed and recognized bankruptcy lawyer.

Commercial Law – Why It’s So Important for Businesses to Have Legal Backup

The business environment can be tricky, and sometimes just plain nasty. Small businesses find themselves in a legal minefield/maze without warning, when a client, employee or business associate turns difficult. It’s always a good idea to have a working relationship with some commercial lawyers who know the business and understand the issues involved, to have someone on your side when you need backup.

Commercial law is often extremely complex in terms of its application to specific situations. Non-specialist lawyers often can’t help much, because this is a particularly demanding area of law. The sheer range of possible issues needs expert management.

For example, these are some of the areas covered by commercial law:

· Contract law
· Public liability
· Commercial practices
· Consumer law
· Commercial disputes
· Commercial property
· Supply chain issues

There are also possible combinations of these issues, and they’re never simple. There may also be multiple parties involved in a dispute, which further complicates the issues.

This is a typical case in point:

· Business A is a contractor installing kitchens for Business B. The situation is:
· Business A is waiting for kitchens to be supplied by Business C, an importer.
· Business B is complaining about breach of contract, because the kitchens are supposed to be installed by a due date under the terms of the contract.
· Business B further claims that an onsite accident was caused by Business A’s truck, injuring a construction worker.
· Business B is threatening legal action on both counts.

· Business A wants to put pressure on Business C to get the kitchens delivered by being sourced elsewhere.

This isn’t the sort of situation which a business can or should handle for itself. If legal action results, legal representatives need to be hand. They also need to get up to speed ASAP, to manage the situation. So it’s better to have legal representatives on standby at the start, not after the situation has escalated to the point of no return.

In this case, there are quite a lot of legal options:

· Business A can negotiate the contract issues with Business B on the basis that it’s simply unable to obtain the kitchens. In practice, contracts can’t be expected to require the impossible. Business A has been acting in good faith, and the efforts to get Business C to source the kitchens elsewhere is proof of its attempts to deliver on its contract obligations.

· The public liability issue needs to be assessed on its merits. The truck was in fact owned by Business C, delivering a kitchen. Liability may be on Business C, not Business A.

Not simple, is it? At the corporate level, issues like this can involve contracts worth millions of dollars, and corporate lawyers also have to deal with the related corporate law issues, which can be a range of statutory, as well as commercial problems as well.

That’s why small businesses need legal backup. They’re like insurance, something you pay for that you hope you’ll never have to use, but it’s nice to know you have the support when you need it.