What’s wrong with the Contract

All of you by now will hopefully have worked out that, for most of you, the Business Transfer Agent's (BTA's) contract (a) had little or no CONSIDERATION (what they promise to do for you - without Consideration it cannot be a contract); (b) were not the EFFECTIVE CAUSE of any introduction (a viewing) or the cause of a sale or transfer of your business, property (see the GREAT ESTATES GROUP v Digby 2011 Appeal Court case on the Internet) (but beware of relying on this case if your are being pursued for  liquidated damages); (c) For most of you they have provided no VAT INVOICE and (d) no STRICT PROOF of their expenses in advertising your business; (e) had clauses which breach the Estate Agents (Provision of Information) Regulations because onerous terms such as SOLE SELLING RIGHTS were not printed in bold and explained or brought to your attention. (f) The IRREVOCABLE TWELVE MONTH sole selling rights clash with the fact that if you cancel you are (supposedly) still committed to paying commission for 2 years AND/OR if you withdraw from the contract you are still committed to paying commission for six months, so the contract is ambiguous; (g) The BTA may not have acted WITH CARE AND SKILL in attempting to advertise or market one's business or liaise with their customers, thus breaching the terms of the Supply of Goods and Services Act. If the adverts have no picture of your business yet the initial draft Sales Particulars did, then the Sales Particulars are a written misrepresentation of the end product, the adverts themselves, which also are potentially NOT FIT FOR PURPOSE (Sale of Goods Act)  IF the Agent has taken an up-front fee, they have a fiduciary duty towards you, their customer. (h) For many of you, they took no proof of your Identity BEFORE you signed the contract (Money Laundering Regulations ). (i) For those of you that signed at home, they should have provided you with a cooling-off period - see the Resources section of this CEBTA.org.uk site for more info. (j) For those of you who have been asked for an EPC, strictly speaking this is only needed if you were trying to sell or lease property (real estate). Your landlord need the EPC, not you. Point out that the Business Transfer Agent should be advertising EPC ratings on their website and the fine is £5K for each property advertised without one, and that Trading Standards should be administering the fine. Write to Trading Standards too. (k) Many of you have contracts not signed by the Sales Rep - therefore breaching TPOS's Code of Conduct for Commercial Agents. (l) Does it say anywhere that it is a Business-to-Business (B2B) contract? If not, how are you supposed to know? Telling the customer afterwards is unethical.

For those of you that are being sued as an individual, have RTA ever actually asked the business itself for any money? e.g a proper letter or at least a payment request eg Bob Smith, Trading as ABC grocers. For Limited companies, the BTA should have written to The Directors, ABC Ltd (for example) FIRST before they wrote to you. If you have a summons with both the company and you named, this fact of non-notification to the Company should go in your Defence. (If you have written your own Defence, please seek CEBTA's help urgently!)

After looking up the Internet to check the opinions above, all of you need to complain about these breaches and the poor or non-existent service that the Business Agent displayed, to TPOS (The Property Ombudsman Service) TPOS say they cannot intervene once a dispute is in court - but as your case is unlikely to be heard for months, you can say that you don't expect TPOS to resolve the dispute but you want to make it known that some BTA's threaten court when you complain. Also complain to Trading Standards and make them aware that the document you signed omits the wording B2B. Include in the letter the effect of the stress of waiting etc. Attach a copy of your contract. E-mail if you'd rather not use the post. Draft your letters to us and we will help you if possible.

There are sample letters on NATIONAL DEBTLINE, a free service. Also check BUSINESS DEBTLINE. Always try to negotiate a without-liability settlement offer at least a month before actually attending court, but do not be persuaded into paying the whole amount just because of the supposed 'case law' the BTA's quote - it is often incomplete, irrelevant or inapplicable to your circumstances, or just plain wrong!