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CEBTA stands for Campaign for Ethics for Business Transfer Agents. We campaign for more ethical contracts. We are exercising our right to free speech under the Human Rights Act. The comments made are intended as a Resource where we have collected together information to help you. It is not intended to replace Legal advice. We have recommendations of solicitors who are experienced in helping customers successfully Defend a Court Claim. They already have the Evidence and information a Defendant needs. CEBTA are not legally qualified but welcome enquiries from solicitors who want to know the specific information and evidence that helps ordinary businessmen and women to Defend in Court or negotiate a reasonable ‘without admitting liability’ full-and-final settlement figure. The Civil Procedure Rules (CPR) require that the two parties mediate, it is in your interests to do so, in writing. We have a few solicitor recommendations who already have the information a Defendant needs e.g. Jon Heath at Levins Law https://www.levinslaw.co.uk/disputeswithagents; simon.hocking@silverbacklaw.co.uk; Anthony Reeves tony@reeveslegalconsultant.co.uk. These solicitors should be asked for a quote once you have e-mailed to them your problem and/or they have given some initial help on the ‘phone. Also, whether you consider yourself in debt or not, a free service is available from NATIONAL DEBTLINE by phone or web-chat. Also applicable is BUSINESS DEBTLINE.
Please be aware that if you have signed a contract with a Business Agent which has resulted in a complete sale of your business assets to a person the Agent sent to your premises to view, you do not actually have much of a Defence, because the Agent can claim they are the effective cause of the sale, resulting from an introduction of the buyer to the business and/or property that you entrusted the Agent to advertise. However, ultimately, if the Agent takes out a Court Claim, unless you as the Agent’s customer agree that the Agent’s advertising directly effected the sale, it is up to the Agent to prove their Claim. Case Law shows that this means the buyer must have VIEWED the business assets, be they real estate or other tangible assets and the business accounts.
RTA are one of a few Business Transfer Agents – eg National Business Sales, Vendor Direct, Preferred Commercial, Advent, Meridian, Knightsbridge, Turner Butler, Sovereign, Hilton Smythe, Intelligent Business Transfer, Ernest Wilson (not an exhaustive list) who either call themselves ‘Estate Agents’ or carry out transactions concerning Real Estate. The latter sometimes call themselves ‘Business Brokers’ where no building or land is involved. Some of these Agents have been known to breach the regulations of the redress scheme to which they belong eg The Property Ombudsman (TPOS). Some Agents did not Register on the OFT’s Money Laundering Register by the due date so some transactions with their customers have been judged ‘illegal by statute’. Using HMRC’s Supervised Business Register that you can check for yourself via the Internet – https://customs.hmrc.gov.uk/msbregister/checkTerms.do
HMRC’S Guidance states that Estate Agents and business brokers need to Register on HMRC’s Supervised Business Register because HMRC is the Supervisory Authority
If the name of the Agent or business broker is not on the Register, or if you signed a contract before the agent/broker joined the Register, your contract is potentially illegal.
You may benefit by checking at the date you signed, because the current entry shows RTA’s date of Registration as 24th July 2018. However, you need also to check R T A (with spaces) and R.T.A. without and with spaces! If you signed in a period when RTA were un-Registered, the whole of your documentation will be deemed ‘Illegal by Statute ‘as Judged in the case RTA v Bracewell EWHC 2015
Every separate business that a group such as Ernest Wilson, Knightsbridge etc own, and have Registered as a name and Company Number at Companies House, needs its own separate Supervised Business Register Registration Number and hence its own Certificate. Check your contract and double-check with the latter-named companies themselves; check further with HMRC – there are contact details on HM Gov pages. The search results, by name and postcode, currently reveal that Meridian did not Register until 5th April 2013; Ernest Wilson (West Yorkshire) Limited did not Register until 14th May 2015; Knightsbridge did not Register until 11th March 2016, Intelligent Business Transfer 24th January 2017, National Business Sales did not Register until 9th October 2018.
You may find references to a High Court case – RTA v Bracewell – successfully defended by Mr Bracewell. See http://www.bailii.org/ew/cases/EWHC/QB/2015/630.html That case rested on RTA’s failure to Register and only applies to RTA documents signed before 2nd November 2012. OFT was replaced by HMRC as the Supervisory Authority starting on 1st April 2014.The Daily Mirror have reported on the situation – see http://www.mirror.co.uk/news/uk-news/hope-small-businesses-being-hounded-5359451
NEWS: Result of Appeal by RTA against “Ms Defendant”, on 27th March 2018 at Luton County Court. The transcript is available. RTA had applied for Permission to Appeal under Money Laundering Regulation 9 (3) (a). Final outcome: The case of ‘Ms Defendant’ was referred back to the lower Court, where the contract, and the lack of the customer’s previous sight of the ‘Sole Selling Rights’ Terms, were Judged to be in breach of the Estate Agents (Provision of Information) Regulations 1991.
MONEY LAUNDERING REGULATIONS 2007 S9 below:
9. – (2) Subject to paragraphs (3) to (5) and regulation 10, a relevant person must verify the identity of the customer (and any beneficial owner) before the establishment of a business relationship or the carrying out of an occasional transaction.
(3) Such verification may be completed during the establishment of a business relationship if—
(a) this is necessary not to interrupt the normal conduct of business; and
(b) there is little risk of money laundering or terrorist financing occurring,
provided that the verification is completed as soon as practicable after contact is first established.
The Guidance states:
4.10 The customers’ identity and where applicable the identity of beneficial owners, must be verified before entering into a business relationship or occasional transaction. You can make an exception to when customer due diligence is carried out on any party to a sale only if both the following apply:
● it is necessary not to interrupt the normal conduct of business
● there is little risk of money laundering or terrorist financing However, this exception is very limited as the verification must still be completed by the time the business relationship is entered into. Nor does this exception mean that you can use it where it is hard to verify a customer’s or beneficial owner’s identity
Up to now, the Money Laundering Regulations 2007 breach by RTA (failure to check a customer’s identity and failure to take a copy of the Customer’s original identity documents BEFORE starting the business relationship) has been a major influencing factor in RTA’s Court cases against their customers being Dismissed at Court Hearings throughout England and Wales. The Money Laundering Regulations 2007 are now superseded by Money Laundering Regulations 2017 for documents signed after June 2017.
Breaches of The Money Laundering Regulations (2007 or 2017), together with breaches of the Estate Agents Act 1979 and The Estate Agents (Provision of Information) Regulations 1991, verbal and written misrepresentations by RTA staff and via RTA’s paperwork, mean that, taken together, Defendants chances of successfully fighting a high-value Claim are actually quite good – especially if there are two different monetary amounts claimed and the higher figure is disproportionately higher than the lower figure. The high figure is often deemed a penalty, an unconscionable amount, and/or unjustified enrichment. RTA allege that the Business Relationship starts as soon as the ‘agreement’ is signed. Surely then, the original identity documents should be available for checking beforehand.
There are other reasons that you may avoid Court action, or a Judgment against you by RTA, Ernest Wilson, Turner Butler, Blacks, IBT or any of the other Business ‘sales’ agents (who only advertise, they cannot actually sell a business that belongs to YOU). These Agents interpret the contract you have signed as “a contract for the sale of property” or “a contract for the sale of a business”. It is, in fact, only a contract for Advertising and Marketing your property or business, only YOU as business owner, can effect the sale (take it to Exchange and Completion) and you will need a solicitor to draw up the contract/conveyance
The Agents who do not carry out the full checks as to who are the Beneficial Owners of the business or property, plus personal identity checks (e.g. a passport or driving licence) on the same-said owners BEFORE commencing the business relationship, i.e. before the contract is signed are in breach of the NEW Money Laundering Regulations dated 26 June 2017 (provided their document was signed after that date) because of a lack of “Customer Due Diligence” and many judges have ruled the contract unenforceable because of this – after all, it would be in the Agent’s interests to check that they are dealing with an authorised signatory to the document they call an ‘agreement’. See: The Money Laundering Regulations 2017.
Please remember that if you are told that you can ‘pass on’ a lease for your Business premises (or the premises of your Limited Company) you will need the written permission on your Landlord. A recent Judgment points out that this is not a seamless process – the Landlord may require references and a document called an “Assured Guarantor Agreement” that effectively ties you to paying the Landlord’s rent if the new Tenant does not. So you will have the responsibility to pay the outgoings, but will lose the authority to control the new tenant – not a desirable situation!
The Case
E.ON UK Plc v Gilesports Limited EWHC [31 July 2012] considers important issues relating to the obtaining of landlord’s consent to the assignment of a lease.
A key lesson drawn from the E.On case was that where an assignment takes place without landlord’s consent, the previous tenant can be held to have continuing liability for the terms of the business lease. Essentially, if the buyer stops paying rent, the landlord can pursue the previous tenant for the rent arrears; unfortunate for the seller who believed that he had washed his hands of the business. Those business owners who are oblivious to the legal implications of selling a business using a “DIY” method clearly put themselves at risk. The costs they seek to save in legal fees may eventually land back on their doorstep, albeit in another, larger form. Not only will the potential risks leave a bigger hole in your pocket, you are likely to be faced with a legal battle against your landlord for your failure to obtain landlord’s consent. The correct approach is to get the right legal advice at the right time. If you are seeking to sell your business and its lease, contact an expert who can guide you through the process and ensure that you are advised on the legal procedures. One such expert is Afsana Rahim Commercial Property Solicitor Saracens Solicitors.
Since April 2016 RTA have claimed in correspondence to their customers that the Unfair Contract Terms Act 1977 (UCTA) does not apply, ‘because [you] are not a consumer’. RTA have sent the complete RTA v Bracewell case to ‘prove’ their point. In fact the case ‘proves’ that RTA lost the case because of it being illegal by Statute because of RTA’s failure to Register. In actuality, UCTA and The Supply of Goods and Services Act 1982 are the main Acts that RTA and the other Agents breach. Both these Acts apply to Businesses even if you are deemed a non-consumer. Check with Trading Standards. A limited company is an entity so cannot be a consumer but in certain circumstances you, as a natural person, can – especially if the contract/terms fail to make clear who the two parties are i.e. the Business Agent is one party, the Limited Company should be named as the other party for a true B2B contract. If it names only persons it cannot truly be B2B unless there is no Ltd Company i.e you are a sole trader.
CEBTA are not competitors of RTA or any other Busines Marketing agents. We are all vetted business owners who have been harassed or misled by RTA or other Agents into parting with £THOUSANDS for doing (in our opinion) very little – for example, a miniscule advertisement amongst many other adverts on a web-site that the potential viewer has to register on, in order to gain access to the advertisement, is hardly going to get many buyers. If you would like some support with your case then please e-mail CEBTA@OUTLOOK.COM but please write some detail eg When you signed a contract, what your current problem is and the name of your business as a very minimum. If your e-mail “bounces back” please use RTAvictimhelp@rescueteam.com . If you have an actual court case pending, though we still recommend solicitors to handle that for you.
We sometimes get asked “who is a reliable business marketing agent?”. Please see the web-site of Clinton Lee of TheExitFirm.co.uk. http://theexitfirm.co.uk or http://ukbusinessbrokers.com Below is a summary of Clinton’s services:
Clinton maintains the UK’s extensive knowledge base on Business. With smaller businesses, in most cases the owners are better off advertising their business themselves and can advise how to go about a DIY sale.
We suggest checking the web-site Baker Payne https://bakerpayne.com. CEBTA has been sent their ‘Letter of engagement’ which is in plain English. Richard Payne assures us that a sample of this is available before any visit from Baker Payne so that clients can make an informed choice. Their terms are as Sole Agents – much less onerous than sole selling rights.
.
If the Agent alleges it is a business-to-business contract, and has no cooling-off period, does it display that information prominently at the beginning of the document? Or at all? Who are the named parties? How many pages are there, is there writing on the reverse and is the print very small? A true Business-to-business contract is normally preceded by Heads of terms. These are also known as letters of intent, memoranda of understanding, notice of sale and term sheets. A document which sets out the heads of terms (whatever it is referred to as) generally sets out all of the terms of a commercial transaction that are agreed in principle between all of the parties. Otherwise, as a small business, you have a ‘one off’ transaction where you are disadvantaged by an inequality of bargaining power. You could Defend with The Unfair Contract Terms Act 1977 – which applies to all those deemed ‘a business’ – where a contract written on the stronger party’s written standard terms must pass the test of reasonableness. Even sole selling rights should have a cut-off date and not continue ‘until terminated/cancelled’ . Consider whether the document you signed breaches The Estate Agents (Provision of Information) Regulations 1991. Consider appointing a solicitor well-versed in contract law.
If any Agents attempt to charge you VAT for a breach of their Agreement, please read the case of Vehicle Control Services Limited’s where the Court of Appeal ruled that the penalty fees charged did not relate to any supply of goods or services, but constituted damages for breach of contract, which did not attract VAT. See www.peninsulagrouplimited.com/blog/supply-and-consideration-or-not. AND HMRC’s site:
https://www.gov.uk/hmrc-internal-manuals/vat-supply-and-consideration/vatsc30000
The information above is gleaned from ten years of guiding business owners through the process of defending Claims by the some of the ‘Business Agents’ named. If you wish to officially complain about any one of the above-named Business Agents, write to The National Trading Standards Estate Agency Team. It is part of Powys County Council and is the UK’s regulator under the Estate Agents Act 1979. See: http://www.nationaltradingstandards.uk/work-areas/estate-agency-team/
If you suspect that a business is not complying with its obligations under the Estate Agents Act, you can send details: estate.agency@powys.gov.uk
They will not reveal your details in any investigation unless you agree. Consider whether any of the following article on the National Trading Standards Web site sounds familiar: It sounds very much like what has happened to many business owners who signed a contract with any one of the ‘Business Sales’ Agents inasmuch as you were told that your business would be advertised widely. Source: http://www.nationaltradingstandards.uk/news/13m-in-illgotten-gains-seized-from-derbybased-advertising-fraudsters/
12th May 2017 £1.3m in ill-gotten gains seized from Derby-based advertising fraudsters
Four leading figures of a multi-million pound fraud involving a Derby-based company mis-selling advertising space have been ordered to hand over a combined £1.3m from their ill-gotten gains at a Nottingham Crown Court hearing.
The company – Wyvern Media – were based at Derby’s Wyvern Business Park and had another 11 offices across the Midlands and the south west. Employing around 250 people, it is estimated that the company had around 18,000 customers per year with an estimated annual turnover of £7m.
The investigation was the largest ever led by the National Trading Standards Regional Investigation Team (East Midlands), which is based at Nottinghamshire County Council.
The company cold called customers using improper pressure sales methods to induce customers into agreeing to buy advertisement that were mis-sold or of poor quality.
In total more than 500 complaints were made against the company, of which 74 witnesses formed the basis of the prosecution, the highest individual loss amounting to £31,305.00.
Under the direction of Rivers, the organisation cold-called small companies to pressurise them into purchasing advertising space in its publications. This saw the defendants lie to businesses by using false distribution figures and misleading them into thinking their publications would be promoted at high profile events relevant to their business.
They also used aggressive selling techniques to secure sales, tended to be unclear about what publication they were representing …
Also: http://www.nationaltradingstandards.uk/news/criminals-sentenced-to-15-years-following-multimillion-pound-advertising-fraud/
“We are yet to meet a business that made one single sale from an advertisement in a Wyvern Media publication, which demonstrates their poor distribution methods.
“We will now be seeking to hit those involved where it hurts by seizing assets to help compensate some of the victims for their financial losses.
“We urge businesses to place adverts in reputable publications and not to be put under pressure from any advertising salesperson, no matter how good the deal sounds.”
Lord Toby Harris, Chair, National Trading Standards, said:
“This scheme was created with the sole purpose of cheating small businesses out of large sums of money and forced a number of honest businesses – including small charities – to go under. I would like to congratulate all involved in bringing these criminals to justice – these sentences send a strong signal that we will not tolerate dishonest practices and are committed to safeguarding honest businesses.
“We urge business-owners to steer clear of these scams – if you are in any doubt whatsoever then do not get involved. If you think you have identified a scam or have been a victim of such a scheme, you should report it to Action Fraud: www.actionfraud.police.uk or call 0300 123 2040.”
CEBTA Note: You should report it to Action Fraud, National Trading Standards AND The Property Ombudsman Service (TPOS). In the event of misleading advertising, consider writing to the Competition and Marketing Authority (CMA)
General.Enquiries@cma.gsi.gov.uk

CEBTA stands for Campaign for Ethics for Business Transfer Agents. We campaign for more ethical contracts. This site was built and contributed to by clients of RTA (Business Consultants) Limited who have their Head Office in Stockport, and we are exercising our right to free speech under the Human Rights Act. We have posted this information on a website called avoid-rtabusinessconsultants.uk  -although we do not know who runs that website.

The material on this CEBTA site is intended as a Resource where we have collected together information to help you. It is not intended to replace Legal advice. We have recommendations of solicitors who are experienced in helping customers successfully Defend a Court Claim. They already have the Evidence and information a Defendant needs.

We are not legally qualified but we welcome enquiries from solicitors who want to know the specific information and evidence that helps ordinary businessmen and women to Defend  in Court or negotiate a reasonable 'without admitting liability' full-and-final settlement figure. The Civil Procedure Rules (CPR) require that the two parties mediate, it is in your interests to do so, in writing. We have a few solicitor recommendations who already have the information a Defendant needs e.g. Jon Heath at Levins Law https://www.levinslaw.co.uk/disputeswithagents ; simon.hocking@silverbacklaw.co.uk; Anthony Reeves tony@reeveslegalconsultant.co.uk. These solicitors should be asked for a quote once you have e-mailed to them your problem and/or they have given some initial help on the 'phone. To save time, first please CLICK ON THE RESOURCES LINK (TOP RIGHT-HAND SIDE OF THIS PAGE) for much more information. It is strongly suggested that you read the top few articles before contacting us.  IF YOU HAVE A CLAIM FROM COURT, READ 'COURT BUNDLES' IN THE RESOURCES SECTION. Also, whether you consider yourself in debt or not, a free service is available from NATIONAL DEBTLINE by phone or web-chat. Also applicable is BUSINESS DEBTLINE.

Please be aware that if you have signed a contract with a Business Agent which has resulted in a complete sale of your business assets to a person the Agent sent to your premises to view, you do not actually have much of a Defence, because the Agent can claim  they are the effective cause of the sale, resulting from an introduction of the buyer to the business and/or property that you entrusted the Agent to advertise. However, ultimately, if the Agent takes out a Court Claim, unless you as the Agent's customer agree that the Agent's advertising directly effected the sale, it is up to the Agent to prove their Claim. Case Law shows that this means the buyer must have viewed the business assets, be they real estate or other tangible assets and the business accounts.

RTA are one of a few Business Transfer Agents - eg National Business Sales, Vendor Direct, Preferred Commercial, Advent, Meridian, Knightsbridge, Turner Butler, Sovereign, Hilton Smythe, Intelligent Business Transfer, Ernest Wilson (not an exhaustive list) who either call themselves 'Estate Agents' or carry out transactions concerning Real Estate. The latter sometimes call themselves 'Business Brokers' where no building or land is involved. Some of these Agents have been known to breach the regulations of the redress scheme to which they belong eg The Property Ombudsman (TPOS). Some Agents did not Register on the OFT's Money Laundering Register by the due date so some transactions with their customers have been judged 'illegal by statute'. The OFT Register has been replaced with HMRC's Supervised Business Register that you can check for yourself via the Internet - https://customs.hmrc.gov.uk/msbregister/checkTerms.do 

HMRC'S Guidance states that Estate Agents and business brokers need to Register on HMRC's Supervised Business Register because HMRC is the Supervisory Authority

If the name of the Agent or business broker is not on the Register, or if you signed a contract before the agent/broker joined the Register, your contract is potentially illegal. 

You may benefit by checking at the date you signed, because the current entry shows RTA’s date of Registration as 24thJuly 2018.  If you signed in a period when RTA were un-Registered, the whole of your documentation will be deemed ‘Illegal by Statute ‘as Judged in the case RTA v Bracewell EWHC 2015

Every separate business that a group such as Ernest Wilson, Knightsbridge etc own, and have Registered as a name and Company Number at Companies House, needs its own separate Supervised Business Register Registration Number and hence its own Certificate. Check your contract and double-check with the latter-named companies themselves; check further with HMRC - there are contact details on HM Gov pages. The search results, by name and postcode, currently reveal that Meridian did not Register until 5th April 2013; Ernest Wilson (West Yorkshire) Limited did not Register until 14th May 2015; Knightsbridge did not Register until 11th March 2016, Intelligent Business Transfer 24th January 2017, National Business Sales did not  Register until 9th October 2018.

You may find references to  a High Court case - RTA v Bracewell - successfully defended by Mr Bracewell. See http://www.bailii.org/ew/cases/EWHC/QB/2015/630.html That case rested on RTA's failure to Register with the Office of Fair Trading (OFT) but that only applies to RTA documents signed before 2nd November 2012. OFT was replaced by HMRC as the Supervisory Authority starting on 1st April 2014.The Daily Mirror have reported on the situation - see http://www.mirror.co.uk/news/uk-news/hope-small-businesses-being-hounded-5359451

NEWS: Result of Appeal by RTA against "Ms Defendant", on 27th March 2018 at Luton County Court. The transcript is available. RTA had applied for Permission to Appeal under Money Laundering Regulation 9 (3) (a).  Final outcomeThe case of 'Ms Defendant' was referred back to the lower Court, where the contract, and the lack of the customer's previous sight of the 'Sole Selling Rights' Terms, were Judged to be in breach of the Estate Agents (Provision of Information) Regulations 1991.

MONEY LAUNDERING REGULATIONS 2007 S9 below:

9. - (2) Subject to paragraphs (3) to (5) and regulation 10, a relevant person must verify the identity of the customer (and any beneficial owner) before the establishment of a business relationship or the carrying out of an occasional transaction.

(3) Such verification may be completed during the establishment of a business relationship if—

(a) this is necessary not to interrupt the normal conduct of business; and

(b) there is little risk of money laundering or terrorist financing occurring,

provided that the verification is completed as soon as practicable after contact is first established.

The Guidance states:

4.10 The customers’ identity and where applicable the identity of beneficial owners, must be verified before entering into a business relationship or occasional transaction. You can make an exception to when customer due diligence is carried out on any party to a sale only if both the following apply:

it is necessary not to interrupt the normal conduct of business

there is little risk of money laundering or terrorist financing However, this exception is very limited as the verification must still be completed by the time the business relationship is entered into. Nor does this exception mean that you can use it where it is hard to verify a customer’s or beneficial owner’s identity

Up to now, the Money Laundering Regulations 2007 breach by RTA (failure to check a customer's identity and failure to take a copy of the Customer's original identity documents BEFORE starting the business relationship) has been a major influencing factor in RTA's Court cases against their customers being Dismissed at Court Hearings throughout England and Wales. The  Money Laundering Regulations 2007 are now superseded by  Money Laundering Regulations 2017 for documents signed after June 2017.

Breaches of The Money Laundering Regulations (2007 or 2017), together with breaches of the Estate Agents Act 1979 and The Estate Agents (Provision of Information) Regulations 1991, verbal and written misrepresentations by RTA staff and via RTA's paperwork, mean that, taken together, Defendants chances of successfully fighting a high-value Claim are actually quite good - especially if there are two different monetary amounts claimed and the higher figure is disproportionately higher than the lower figure. The high figure is often deemed an unconscionable amount, and/or unjustified enrichment. RTA allege that the Business Relationship starts as soon as the 'agreement' is signed. Surely then, the original identity documents should be available for checking beforehand.

There are other reasons that you may avoid Court action, or a Judgment against you by RTA, Ernest Wilson, Turner Butler, Blacks, IBT or any of the other Business 'sales' agents (who only advertise, they cannot actually sell a business that belongs to YOU) - see the remaining articles on the CEBTA Resources page.

The Agents who do not carry out the full checks as to who are the Beneficial Owners of the business or property, plus personal identity checks (e.g. a passport or driving licence) on the same-said owners BEFORE commencing the business relationship, i.e. before the contract is signed are still in breach of the NEW Money Laundering Regulations 2017 because of a lack of "Customer Due Diligence" and many judges have ruled the contract unenforceable because of this - after all, it would be in the Agent's interests to check that they are dealing with an authorised signatory to the document they call an 'agreement'. See: The Money Laundering Regulations 2017.

Please remember that if you are told that you can 'pass on' a lease for your Business premises (or the premises of your Limited Company)  you will need the written permission on your Landlord. A recent Judgment points out that this is not a seamless process - the Landlord may require references and a document called an "Assured Guarantor Agreement" that effectively ties you to paying the Landlord's rent if the new Tenant does not. So you will have the responsibility to pay the outgoings, but will lose the authority to control the new tenant - not a desirable situation!

The Case

E.ON UK Plc v Gilesports Limited EWHC  [31 July 2012] considers important issues relating to the obtaining of landlord’s consent to the assignment of a lease.

A key lesson drawn from the E.On case was that where an assignment takes place without landlord’s consent, the previous tenant can be held to have continuing liability for the terms of the business lease.  Essentially, if the buyer stops paying rent, the landlord can pursue the previous tenant for the rent arrears; unfortunate for the seller who believed that he had washed his hands of the business. Those business owners who are oblivious to the legal implications of selling a business using a “DIY” method clearly put themselves at risk.  The costs they seek to save in legal fees may eventually land back on their door-step, albeit in another, larger form. Not only will the potential risks leave a bigger hole in your pocket, you are likely to be faced with a legal battle against your landlord for your failure to obtain landlord’s consent. The correct approach is to get the right legal advice at the right time. If you are seeking to sell your business and its lease, contact our commercial property team who can guide you through the process and ensure that you are advised on the legal procedures.

By Afsana Rahim

Commercial Property Solicitor Saracens Solicitors

Since April 2016 RTA have claimed in correspondence to their customers that the Unfair Contract Terms Act 1977 (UCTA) does not apply, 'because [you] are not a consumer'. RTA have sent the complete RTA v Bracewell case to 'prove' their point. In fact the case 'proves' that RTA lost the case because of it being illegal by Statute because of RTA's failure to Register. In actuality, UCTA and The Supply of Goods and Services Act 1982 are the main Acts that RTA and the other Agents breach. Both these Acts apply to Businesses even if you are deemed a non-consumer. Check with Trading Standards. A limited company is an entity so cannot be a consumer but in certain circumstances you, as a natural person, can - especially if the contract/terms fail to make clear who the two parties are i.e. the Business Agent is one party, the Limited Company should be named as the other party for a true B2B contract. If it names only persons it cannot truly be B2B unless there is no Ltd Company i.e you are a sole trader.

We are not competitors of RTA or any other Busines Marketing agents - we are all vetted business owners who have been harassed or misled by RTA or other Agents into parting with £THOUSANDS for doing (in our opinion) very little - for example, a miniscule advertisement amongst many other adverts on a web-site that the potential viewer has to register on, in order to gain access to the advertisement, is hardly going to get many buyers. If you would like some support with your case then please e-mail (see below) after you have read our Resources page.

You can contact CEBTA volunteers and researchers on cebta@outlook.com but please write some detail eg When you signed a contract, what your current problem is and the name of your business as a very minimum. If your e-mail "bounces back" please use RTAvictimhelp@rescueteam.com . Some researchers may ask for a low-value donation if you have an actual court case pending, though we still recommend solicitors to handle that for you after the first stage.

We sometimes get asked "who is a reliable business marketing agent?". Please see the web-site of Clinton Lee of TheExitFirm.co.uk. http://theexitfirm.co.uk or http://ukbusinessbrokers.com Below is a summary of Clinton's services:

Clinton maintains the UK's only extensive knowledge base on Business Brokers and other Merger & Aquisitions intermediaries. He assists larger businesses (£1M+ rev) by advising and guiding them through the broker choice. With smaller businesses, in most cases the owners are better off advertising their business themselves and can advise how to go about a DIY sale.

We suggest checking the web-site Baker Payne https://bakerpayne.com. CEBTA has been sent their 'Letter of engagement' which is in plain English. Richard Payne assures us that a sample of this is available before any visit from Baker Payne so that clients can make an informed choice. Their terms are as Sole Agents - much less onerous than sole selling rights.

Some Business transfer agents interpret the contract you have signed as "a contract for the sale of property" or "a contract for the sale of a business". It is, in fact, only a contract for Advertising and Marketing your property or business, only YOU as business owner, can effect the sale (take it to Exchange and Completion) and you will need a solicitor to draw up the contract/conveyance.

If the Agent alleges it is a business-to-business contract, and has no cooling-off period, does it display that information prominently at the beginning of the document? Or at all? Who are the named parties? How many pages are there, is there writing on the reverse and is the print very small?  A true Business-to-business contract is normally preceded by Heads of terms. These are also known as letters of intent, memoranda of understanding, notice of sale and term sheets. A document which sets out the heads of terms (whatever it is referred to as) generally sets out all of the terms of a commercial transaction that are agreed in principle between all of the parties. Otherwise, as a small business, you have a 'one off' transaction where you are disadvantaged by an inequality of bargaining power.  You could Defend with The Unfair Contract Terms Act 1977 - which applies to all those deemed 'a business' - where a contract written on the stronger party's written standard terms must pass the test of reasonableness. Even sole selling rights should have a cut-off date and not continue 'until terminated/cancelled' . Consider whether the document you signed breaches The Estate Agents (Provision of Information) Regulations 1991. Consider appointing a solicitor well-versed in contract law.

If any Agents attempt to charge you VAT for a breach of their Agreement, please read the case of Vehicle Control Services Limited’s where the Court of Appeal ruled that the penalty fees charged did not relate to any supply of goods or services, but constituted damages for breach of contract, which did not attract VAT. See www.peninsulagrouplimited.com/blog/supply-and-consideration-or-not. AND HMRC's site:

https://www.gov.uk/hmrc-internal-manuals/vat-supply-and-consideration/vatsc30000

The articles/cases/stories listed are the opinions of the contributors. If you wish to officially complain about any one of the above-named Business Agents, write to The National Trading Standards Estate Agency Team. It is part of Powys County Council and is the UK’s regulator under the Estate Agents Act 1979. See: http://www.nationaltradingstandards.uk/work-areas/estate-agency-team/

If you suspect that a business is not complying with its obligations under the Estate Agents Act, you can send details to us at estate.agency@powys.gov.uk. They will not reveal your details in any investigation unless you agree for us to do this.

Consider whether any of this article on the National Trading Standards Web site sounds familiar: It sounds very much like what has happened to many business owners who signed a contract with any one of the 'Business Sales' Agents inasmuch as you were told that your business would be advertised widely. Source: http://www.nationaltradingstandards.uk/news/13m-in-illgotten-gains-seized-from-derbybased-advertising-fraudsters/
12th May 2017 £1.3m in ill-gotten gains seized from Derby-based advertising fraudsters

Four leading figures of a multi-million pound fraud involving a Derby-based company mis-selling advertising space have been ordered to hand over a combined £1.3m from their ill-gotten gains at a Nottingham Crown Court hearing.

The company – Wyvern Media – were based at Derby’s Wyvern Business Park and had another 11 offices across the Midlands and the south west. Employing around 250 people, it is estimated that the company had around 18,000 customers per year with an estimated annual turnover of £7m.

The investigation was the largest ever led by the National Trading Standards Regional Investigation Team (East Midlands), which is based at Nottinghamshire County Council.

The company cold called customers using improper pressure sales methods to induce customers into agreeing to buy advertisement that were mis-sold or of poor quality.
In total more than 500 complaints were made against the company, of which 74 witnesses formed the basis of the prosecution, the highest individual loss amounting to £31,305.00.
Under the direction of Rivers, the organisation cold-called small companies to pressurise them into purchasing advertising space in its publications. This saw the defendants lie to businesses by using false distribution figures and misleading them into thinking their publications would be promoted at high profile events relevant to their business.
They also used aggressive selling techniques to secure sales, tended to be unclear about what publication they were representing ...

Also: http://www.nationaltradingstandards.uk/news/criminals-sentenced-to-15-years-following-multimillion-pound-advertising-fraud/

We are yet to meet a business that made one single sale from an advertisement in a Wyvern Media publication, which demonstrates their poor distribution methods.

“We will now be seeking to hit those involved where it hurts by seizing assets to help compensate some of the victims for their financial losses.

“We urge businesses to place adverts in reputable publications and not to be put under pressure from any advertising salesperson, no matter how good the deal sounds.”

Lord Toby Harris, Chair, National Trading Standards, said:

This scheme was created with the sole purpose of cheating small businesses out of large sums of money and forced a number of honest businesses – including small charities – to go under. I would like to congratulate all involved in bringing these criminals to justice – these sentences send a strong signal that we will not tolerate dishonest practices and are committed to safeguarding honest businesses.

“We urge business-owners to steer clear of these scams – if you are in any doubt whatsoever then do not get involved. If you think you have identified a scam or have been a victim of such a scheme, you should report it to Action Fraud: www.actionfraud.police.uk or call 0300 123 2040.”

CEBTA Note: You should report it to Action Fraud, National Trading Standards AND The Property Ombudsman Service (TPOS). In the event of misleading advertising, consider writing to the Competition and Marketing Authority (CMA)

General.Enquiries@cma.gsi.gov.uk

On this HOME page you will find below a LIST OF AGENTS with REVIEWS on some. Please also Click on our Cebta RESOURCES Page.   RTA is the first:

RTA Business Sales – Reviews, Complaints, Feedback, Comments

and, with the same 'Discovery House' address, National Business Sales: 

National Business Sales – Reviews, Complaints, Feedback, Comments

Vendor Direct, Preferred Commercial, Advent, Meridian are not yet reviewed, but now for Knightsbridge

Knightsbridge Corporate & Business Sales (KBS) – K3 – Reviews, Complaints, Feedback, Comments

Turner Butler, Blacks

Blacks Business Brokers – Reviews, Complaints, Feedback, Comments

Sovereign, Hilton Smythe, Intelligent Business Transfer

Intelligent Business Transfer – Reviews, Complaints, Feedback, Comments

and finally, Ernest Wilson. This is not a complete list. They either call themselves 'Estate Agents' or carry out transactions concerning Real Estate. The latter sometimes call themselves 'Business Brokers' where no building or land is involved. Some of these Agents have been known to breach the regulations of the redress scheme to which they belong eg The Property Ombudsman (TPOS). Some Agents did not Register on the OFT's Money Laundering Register (nowadays HMRC's Supervised Business Register) by the due date so some transactions with their customers have been judged 'illegal by statute'.  HMRC'S Guidance states that business brokers need to Register. Every separate business that a group such as Ernest Wilson, Knightsbridge etc own, and have Registered as a name and Company Number at Companies House, . RTA have a new Registration - the previous one was shown on HMRC's Register as 1st April 2014 though RTA was Registered with the OFT on 02/11/2012 as R. T. A. - :

Entry as it appeared on 29th August 2018:

Money Laundering Regulations registration number including suffix : 12986715 (00000)
Registered business name : R T A (BUSINESS CONSULTANTS) LTD
Business name : R T A (BUSINESS CONSULTANTS) LTD
Trading name (if exists) : R T A (BUSINESS CONSULTANTS) LTD
Trading address : DISCOVERY HOUSE, CROSSLEY ROAD, STOCKPORT
Trading postcode : SK4 5BH
Types of Supervised Businesses : Estate agent business
Date registered : 24/07/2018

NEWS: Result of Appeal by RTA against "Ms Defendant", on 27th March 2018 at Luton County Court - A transcript is now available. RTA had applied for Permission to Appeal under Money Laundering Regulation 9 (3) (a).. . See below, from the 2007 MLR Regulations. The case was referred back to the lower court and the outcome was that RTA's agreement falls foul of The Estate Agents Act and The Estate Agents (Provision of Information) Regulations 1991. 

The case of 'Ms Defendant' was referred back to the lower Court, where the contract, and the lack of the customer's previous sight of the 'Sole Selling Rights' Terms, were Judged to be in breach of the Estate Agents (Provision of Information) Regulations 1991.

After you have read as many of this site's pages as you can, you can contact CEBTA volunteers and researchers on cebta@outlook.com but please write some detail eg When you signed a contract, what your current problem is and the name of your business as a very minimum. If your e-mail "bounces back" please use RTAvictimhelp@rescueteam.com . Some researchers may ask for a low-value donation if you have an actual court case pending, though we still recommend solicitors to handle that for you after the first stage.