'Leading' SEO Company Winding Up Petition & Contracts

Not an answer i am afraid

I had a mortgage with one provider who after a few years sold their whole mortgare collection to another company and we just carried on the same just changed the direct debit

A few years ago just before the end of the contract period they requested we include them on the insurance papers as a interested party or they would have their own insurance and charge us about £40 per year for it

We objected that it was not in the original contract so piss orf as it were.

They came back with a clause in the contract that said something like company a reserver the right to sell on to any other company and they will have the right to make alterations to the original contract. or at least something like that but in law

So check your small print they may be able to they may not just hidden in very small print

ChoosyReviews said:

This is probably as much for the legal section as SEO.

I recently found out that a 'leading' (arguable!) SEO company is subject to a winding up petition.

If the company does go under would the people who currently feel that they are oppressed by their contracts be released from them the moment it is wound up or can those contracts be bought up by the owner from the liquidator (or whatever it's called) under a new company?

I am not personally affected, but have often heard from those who are.

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In short, yes, the liquidator can sell the company's contracts to a third party however the new owner will be in exactly the same position, legally speaking, as the original company. So if you are dissatisfied and can demonstrate breach of contract, for example or some other defect in the legal relationship between you, you will have the same rights against the new owner as you had against the old.

Alan R Price said:

In short, yes, the liquidator can sell the company's contracts to a third party...

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This would only be true if the contract has a clause allowing assignment. Many financial institutions (mortgages, for example) would have such a clause, but most contracts don't. And even assignment clauses can be overridden if one party is disadvantaged by the clause.

If the insolvent company was sold as a going concern, then the contracts would remain in place.

WeblinkPlus said:

This would only be true if the contract has a clause allowing assignment. Many financial institutions (mortgages, for example) would have such a clause, but most contracts don't. And even assignment clauses can be overridden if one party is disadvantaged by the clause.

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I beg to differ. The Law of Property Act specifically creates the ability to assign legally a debt or any other chose in action where the debtor, trustee or other relevant person is notified in writing. Only the benefits due to the assignor transfer - the burdens and obligations do not. A contract can generally be assigned unless it specifically prohibits it or unless personal performance is required; for example a singer cannot transfer his obligation to perform at a concert; and there are some other exceptions. The consent of the non-assigning party is rarely required and of course if performance of the contract is adequately carried out he has not been disadvantaged and has no right to object. So for example, if I am an internet service provider, I can simply transfer my portfolio of clients to another ISP by way of assignment and as long as he then continues to provide the same service, the clients cannot object. He can also sue on my debts if those are included in the transfer. However I cannot transfer to the purchaser my liability to a client if I have been negligent or guilty of breach of contract; or if the purchaser fails to honour his obligations to the clients under the original contract.

A fitness centre owner can sell his business to a new owner without obtaining permission from the members for their membership to transfer over; and those members' obligations in respect of their membership remain, including for example, their obligation to pay their subscriptions while their membership continues. That is why we, when acting as administrators, are often able to save businesses by achieving going-concern sales.

As administrators, in cases where there are prohibitions or where the burdens under a contract (in addition to the benefits) are sought to be transferred, we often enter into extensive negotiations specifically to "novate" the contract; but such negotiations usually result in preserving valuable assets on behalf of creditors. We had a case recently where we saved creditors well into six figures by negotiating a novation of some shopfitting contracts.

Alan R Price said:

A contract can generally be assigned unless it specifically prohibits it or unless personal performance is required

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It appears you are correct... Apologies to OP.

WeblinkPlus said:

It appears you are correct... Apologies to OP.

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I'm not trying to score points and it's not quite as straightforward as my original post might seem to indicate (sorry) but it can be done.