Signed contract but not named on invoice?

[johnjames]

If a person signs a contract it is the person who signs the contract who needs to pay it, I am correct on this.

What happens when a person signs a contract and the other party issues an invoice but not to the person who has signed the contract?

Mr.A.Name signs contract company invoices B.Name?

trying to find legal info on this but not finding it.

General contract terms A has entered B has not.

Where does A stand not being invoiced?

Where does B stand been invoiced?

Regards John

 

[The Resolver]

Clearly I would need the back story here. But to explain contract law...The signature is just evidence that a legal entity (which could be a person/company/organisation/trading partnership has entered into a contract. It is not necessary that the individual signing is the person contracted eg an individual is not liable for signing on behalf of a company of which he signs as director (although he may be liable to reimburse the company if his siging was outside his authority).

I suspect your question relates though to two individuals and one signing and another being invoiced. The question is whether B agreed to buy the service, which he can do whether or not he signs the contract. A legally binding obligation to pay for a service does not need to be in writing or to be signed for. Its a question of evidence. Obviously if A has siged for the service and B is a charged for it and there has been no other discussion as evidence that B agreed to pay for it then B is not liable on the invoice. But there can be many reasons why B is liable eg - he said to the supplier 'take an order from A and I will pay for it'. This could be because B is a known existing customer and A is unkown and the supplier would not extend credit otherwise. B, of course, may agree to be a guarantor.

One other possibility is that if two or more people trade in partnership and not as a limited company) then one only may sign to bind the partnership and yet the creditor is free to seek payment in full from any one other partner. That is because in a partnership each party is liable for the debts of the partnership in full not just for the share he has in the partnership (ie a 50/50 partner can still be sued for 100%). Of course if one pays in full then the other is liable in liable in law to reimburse that partner his 50% share).

Lets have more detail and I will give you a more firm response

 

[Geoff T]

...outside his authority...

Just out of curiosity Graham - can the 'ultra vires' argument still cut it in court? I thought it was - mostly - 'canned' now? (Never hurts to get expert advice for nowt if you can!)

Talking of that - I'm sending you a PM re what I owe you!

regards
Geoff

 

[MartCactus]

If a person signs a contract it is the person who signs the contract who needs to pay it, I am correct on this.

What happens when a person signs a contract and the other party issues an invoice but not to the person who has signed the contract?

Mr.A.Name signs contract company invoices B.Name?

trying to find legal info on this but not finding it.

General contract terms A has entered B has not.

Where does A stand not being invoiced?

Where does B stand been invoiced?

Regards John

You'll need to give more info I think as to the actual situation.

If A has signed up for a service/product, and the company selling the item has mistakenly invoiced B, then B is under no obligation to pay (since they never ordered anything) and A's liability to pay remains.

So for example if I order something for my company XYZ ltd, and the seller mistakenly invoices another company XYY ltd who have a similar name, then XYY would perfectly correctly refuse to pay the invoice. The supplier could then issue another correctly to XYZ ltd and it would have to pay. So you can't rely on a mistake by the supplier to avoid paying an invoice on a contract you signed up to.

 

[johnjames]

My wife signed for services, (I say that with great scrutiny as the contract form they sent does not carry her signature also the date in question she was in Hospital heavily sedated and in the process of giving birth to a premature baby. Hence non of us were in a fit state for anything.)

So nothing to do with me. Anyway the Direct Debit was made from my buinsess account and what they decided to do was invoice in the buisness name however not as they should do (Mr A.N.Other T/A CompName) Just "CompName" (Thats if I had signed into contract.)

DD's went out and got invoice through in company name. Told them to stop invocing in company name as nothing to do with company but they continue to do so.

The only reason why the DD was done from my business account was one of where money is paid into.

My wifes finances and mine are seperate and we are independant of one another. My wife being freelance and irratically paid it made sense to pay it from my account as there is more cash flow thats all.

Anyway company insists on invoicing in company name although told to stop. Thing is it is a domestic premises that the DD is for not a buisness.

Back to the signature point my wife was in hospital hevily sedated as they were keeping her blood pressure under control etc, (form dated the 5th of the month daughter born premature on the 9th.) <Last thing on any of our minds was changing things etc.> In the last few days my wife was under regular scans etc as the placenta was coming away. Then it was a case of baby out or both could die baby given zero chance of survival.

Interesting enough the postal service must have grew wings because it is the first time I have seen a form get to London the next day.

It also begs the question contract formed as services used? Or is it the case we have both been stitced up somehow?

 

[Geoff T]

Stitched - totally!

confused though - if 'your wife signed for services' but her signature is NOT on the contract - who's is?

HOW did they get the company bank account details on the DD?

ps - form would have been sent by courier!

 

[johnjames]

Our daughter was born at 1 1/2 pounds and came home on special cares so in this time as you can imagine anything could have happened. If I remember correctly over the telephone with regards to the DD details, also close look at the "application form" whoever filled it in has done things wrong crossed off and altered this and that on it.

Thats another point actually if the form was legitimatley signed and altered after being sent off would it be legally binding? Person unaware that form they had "signed" was altered.
Probably the wrong way to put it but sigining for a loan of 5,000.00 and someone alters it to 4,950.00?

 

[Geoff T]

key question still remains - WHO signed it?

ps - I hate to be tough about this John, but focus on the issue at hand, not the memories it provokes...

 

[johnjames]

Since we were both in Oxford and I was staying it could have been post man PAT? Father in law had a key but would not go near the house because he hates the alarm which is linked to CCTV and Mobiles, its not my writing and not my wifes none of us crosses sevens never have done.
Mind you what this company has done so far I would not put anything past them.

I know when I came back I could not open the door for mail and did a wash and dry sorted clothers out went to bed got up and went back but that was a few days after baby was born end of the week time Thursday / Friday.


Sorry about the emotion.

Whoever did, did not get the numbers right and altered them I am pretty good with this sort of thing due to the certificates etc I have to be.

Electrical design and testing.

It would appear get details vulnerable and use them?

 

[The Resolver]

Just out of curiosity Graham - can the 'ultra vires' argument still cut it in court? I thought it was - mostly - 'canned' now? (Never hurts to get expert advice for nowt if you can!)

Do you mean 'Ultra vires' (outside of the powers) as applied to a company entering into a contract that is beyond the powers of the company to engage in? As you say this is very rare these days as the courts have consistently acted to restrict the success of such claims to about zero but also statute law has largely denied this defence. In addition almost all Memoranda of Association now give such wide powers to companies that virtually no activity would be beyond its powers. Its really one for the academics and the history of the law.

You may, given this thread, have been referring to something different being if an employee buys a product or service in the name of the limited company when this purchase is outside the authority given to him by the company. You would have to show that not only was it outside the authority given by the company but outside the ostensible authority ie such must have been obvious to the supplier eg someone working on the till at Tesco siging an order to refit the supermarket.

But for the day to day occasions, eg a debtor company refusing your gentle requests for payment on the basis they did not authorise their employee to commit to the transaction, you should be able to always display the proverbial dual digits.

 

[The Resolver]

As to the main issues in this thread:-

1. The relationship between the DD and the contract. They are seperate liabilities. Person A can contract to buy a service and person B can agree that his bank account can make the payments. However that does not make B liable to the supplier to pay ALL the future payments . At any stage, he can cease the payments. It may be that if he did so, person A could argue he has broken a private contract between A and B that B pay all payments, but it does not make B liable to the supplier.

A remains the only person liable to the supplier.

If, as I suspect may be the case here (as else who signed the DD bank authority?) , that B is a ltd company and A is a director (or otherwise A is a signatory to B's account) and signed the DD on the company's bank acount, then this makes no difference. The company is not liable.

2. Any alteration by the supplier after signature is not binding and can amount to fraud.

 

[johnjames]

"2. Any alteration by the supplier after signature is not binding and can amount to fraud."

How would you legally quote this? (1) Altered after sending contract out of curiosity?

(2) Not the persons signature?

(3) If you have been paying it does that mean you have accepted it? IE if company argued "well they paid x amounts of DD's then stopped paying" would paying imply contract?

To get matters straight as I can, paperwork they came up with is not wifes signature, (neither mine.)
I am of the opinion got some details off of us and made up form then got more details.
"Use business account (mine) as more cashflow for payments" "whats your account?" Comapny sets up direct debit after getting details by stealth then decides to invoice in company name in any case. But again this is not correct as everyone invoices me as name T/A company name.

Wife has nothing to do with my account and me nothing to do with hers. Logistically wise as her work is less frequent it is easier to use the buisness account we did check this with HMRC and as long as there is no claim on it against tax etc then there is no problem.
As it stands only a one man band below VAT rate. So accounts simple and just take the figure as a "wage" or for want of a better phrase it is within taxable income not outgoings for tax deductions. Wife pays in when she can so no DD,s bounce from her account. So it balances out normally within a month or two.

I have read some case laws which point towards no contract even though payments were made.

And I know of a couple who got a plumber to do their office and he asked them to pay for materials this they did by cheque and what the plumber did was use the cheque open an account in their name. The stupid plumbing wholesaler next month put a credit limit of 5K on the account and the guy spent about 2K on their office buildings and had the other 3K for himself. The company argued because they had use of the goods they hae entered into contract. (Proof by delivery notes to their address.)

But the gut was either an idiot or they were as the application form showed names but was not even signed! The case got thrown out as even though the plumber had got the parts and they had benefitted there was no contract even though they had use. (I thought more fool the company setting up an account without a siganture.)

<Sorry went off of topic.>

The burning question is how to prove and how to fight?

Sorry if I sound confused I am!

 

[Geoff T]

I can see why you're worried, but I wouldn't be in your shoes (well, "not as" anyway!)

I know what you mean about being liable because you've paid something, but (on the face of it) "prior dealings" - what your referring to in "3)" - cannot outweigh an "operative and fundamental mistake", such as the you are describing...

 

[The Resolver]

There needs to be evidence of agreement to the contract. Making some payments MAY amount to that evidence but also may not if there is a reasonable explanation consistent with there being no agreement to the contract. So it all depends on all the facts and its impossible to give any worthwhile advice here. You are welcome to call me (07528 285749) for a no charge chat when perhaps I can get a better handle on the detail.

 

[Geoff T]

Nice one Graham! did you mean an open offer, by giving out your number, or just the OP

 

[johnjames]

If there was a legitimate contract then from what I have learnt so far they are in breach of contract in that many ways that there would be a long list including breach of terms of supply licence and also trying to fetter a persons rights by stating "if it goes to Court we will win and claim back costs." not something a Judge would take kindly to hearing either from what I have found out.
(People should not leave voicemail messages pn PDA's that you can transfer to PC!)
Malcious communications act 1982/8 I think.

I think it would take more than 1/2 hour to go through it all to be honest.

Also if altering a contract form after it was "sent"? is fraud and voids contract (if any exists.) Who they going to take to Court the "person" who is named on the bill or the person who "purrportedly" signed the contract?

Will have a look at your site first Graham then contact you, am awaiting on a reply from insurers legal side as well.

Regards John.