Given that businesses and consumers enter into contracts on a daily basis, it is perhaps inevitable that, in many instances, parties will dispute the meaning and the effect of an agreement or particular provision.
These contractual disputes, although commonplace, can adversely impact revenue streams and crucial commercial relationships. They usually arise due to a party’s failure to honour the terms of your agreement, or erroneous belief that your business is obliged to make payments that will have a detrimental impact on profitability.
What We Do
Whether you are an individual, an SME or a large corporate entity with an international presence, Myerson’s highly adept and vastly experienced Commercial Litigation and Dispute Resolution team can assist with any element of your contractual dispute.
We recognise that such disputes can arise in a variety of circumstances and will tailor our approach to ensure that each of our clients achieves the best possible outcome.
Our team will evaluate the crux of the issue and provide timely advice regarding the appropriate steps to take. We will propose an initial fee estimate for carrying out this work and can be retained pursuant to alternative fee arrangements subject to each client’s individual circumstances.
If you are currently engaged in a contractual dispute, then please do not hesitate to get in touch and our team will provide a brief, complimentary consultation regarding the merits of your claim.
Please note that generally, we do not deal with contractual disputes worth less than £10,000, as claims of this nature are dealt with by the Court’s small claims system and only limited costs are recoverable. Our fees to deal with this type of claim start from £1,500 plus VAT and disbursements and, in most cases, are likely to be disproportionate to the value of the claim.
If you would like to bring a claim for less than £10,000, we can recommend a local debt recovery specialist to assist you, so please do not hesitate to contact us.
Contract Disputes Expertise
The types of contractual disputes we frequently help our clients with include:
Breach of Contract
If one party does not keep to their side of the bargain, and another party suffers loss as a result, then a breach of contract claim may be made. There could be a breach of the express terms of a contract, and in some circumstances, there could be a breach of implied terms of the contract.
Our team can advise you as to the best course of action and the merits of any potential claim to ensure maximum recovery for you and your business.
Remedies for Breach of Contract
There is a wide range of remedies available for breach of contract claims, the principal remedy is an award of damages to compensate for the loss. There are also various non-compensatory damages available in certain prescribed circumstances.
The quantification of damages can be a tricky concept. Our specialist solicitors will set out the remedies available to you and offer guidance on how you can achieve the best possible outcome. We will assess the value of your claim, or your potential liability (if a claim is being brought against you).
We will also advise you on your likelihood of recovering your legal costs at the earliest opportunity.
Void and Unenforceable Contracts
Disputes often arise over the enforceability of a contract or a specific term in a contract. Our team will advise you on the efficacy of your claim at the earliest opportunity to ensure minimal disruption to your business activities.
Termination and Discharge of Contracts
A contract may be terminated in accordance with contractual provisions, for breach and for certain other events. Legislation may also affect rights to terminate a contract, ie. under the Sale of Goods Act 1979.
If you suspect the other party to have committed an act which entitles you to terminate your agreement, is crucial that you obtain legal advice at the earliest opportunity. Our team will advise you on your ability to terminate, as wrongful termination could lead to a claim against you.
Conversely, you can lose the right to terminate a contract if you continue to perform your obligations after the event.
Restitution and Unjust Enrichment
Restitution is a remedy that aims to restore to an innocent party any gains that someone else has obtained from them.
One such restitution claim would be for ‘unjust enrichment’. This claim is available in certain circumstances, such as where you have paid money to another party by mistake or where money or assets wrongfully remain in a party’s possession at the conclusion of a transaction.
Myerson can advise you on the merits of such a claim and offer support at every step of the way in an area of great legal complexity.
Sale of Goods and Supply of Services
Where there is a contract of this nature between two businesses, certain legislation can imply terms into the contract.
These terms focus on the nature and quality of the goods and services provided. If you have received a supply of defective products or suffered loss as a result of poor service then you may have a valid claim under one of these implied terms.
Such examples may be the delivery of a defective consignment which means you are unable to perform a contract with a customer or a loss of profit due to an inability to open the premises as a result of defective plumbing or cleaning services.
Our team can assist you in determining the validity of your claim and setting out which remedies are available to you. We will then assist you through the litigation process to ensure that you recover any loss suffered as promptly as possible.
Frustration and force majeure, cancelled, late, extended or deferred delivery and suspension of contract performance
In the onset of the Covid-19 pandemic, many parties will be seeking to suspend, extend or cancel their contractual obligations. There are a number of ways in which a contract may be terminated in unforeseen circumstances.
For example, a contract is ‘frustrated’ (and therefore terminated) when an event occurs that makes it impossible for a party to fulfil its contractual obligations, or those obligations become radically different to those originally agreed.
Similarly, your contract may contain a ‘Force majeure’ provision. Depending on the specific wording of the contract, these provisions generally allow for the suspension or termination of the contract due to an event beyond the control of either party.
At Myerson, we will identify the parties’ contractual obligations at the commencement of the contract and assess how the particular event in question alters them.
We will then advise on your ability to make a claim or, as the case may be, advise on the validity of the other party’s claim.
Delivery disputes arising from a shortage of raw materials or shortage or unavailability of labour
Another likely effect of the Covid-19 outbreak is the adverse impact on the speed and efficiency of supply chains. Suppliers risk being unable to meet their contractual obligations and their customers will suffer loss as a result.
Some contracts include a disclaimer or similar provision exonerating any party of its obligations where there are widespread shortages of labour or raw materials.
Our team will carry out an in-depth expert analysis of the contractual terms, including any force majeure and frustration provisions mentioned above, to advise parties as to when such provisions can be invoked.
Retention of title and storage of third-party goods
If you supply goods to a party on credit and that customer does not pay pursuant to the contract, you will not be able to recover these goods unless your terms and conditions contains a retention of title clause.
A retention of title clause will state that the supplier will retain ownership of the goods and until payment is received from the customer. It will also give suppliers the right to recover the goods once payment is overdue.
Enforcing these clauses can be fraught with difficulties, particularly where these goods have been transferred to a third party for storage purposes or to fulfil the recipient’s own contractual obligations. Fortunately, our specialist team is there to assist you in every step of the process to ensure that you recover the maximum amount.
Quantum meruit claims for part delivered contracts
Sometimes, when goods or services are supplied to customers, there is no agreed written contract and thus no fixed price for the provision of such goods and services.
For example, there may be a framework in place, containing some contractual terms but silent on essential provisions such as price and goods or services supplied.
Unfortunately, customers can attempt to exploit the lack of contractual certainty by failing to recompense the supplier.
In certain circumstances, suppliers who have suffered loss can bring an action in ‘quantum meruit’ for a reasonable sum for the goods and/or services supplied.
These type of claims are subject to strict criteria, we can advise you promptly and comprehensively as to the validity of your claim and assist you throughout the litigation process.
Customers in administration and lifting the moratorium
Liquidity is one of the principal concerns facing the business community in these unprecedented times. Unfortunately, large numbers of businesses may enter administration due to the impact of Covid-19.
This can prove problematic where a company is owed money by another company which has gone into administration.
This is because companies in administration enjoy the benefit of a ‘moratorium’, which is a suspension of each creditor’s ability to issue or continue proceedings against the company or its assets for the duration of the administration process.
It is possible under certain circumstances for creditors to continue or commence proceedings against a company with the consent of the administrator or by applying to the Court to ‘lift the moratorium’.
At Myerson, we have advised a wide range of clients in relation to such claims and have the technical expertise and excellent track record that is required to assist creditors in maximising their recovery.
Meet Our Specialists
Home-grown or recruited from national, regional or City firms. Our specialists are experts in their fields and respected by their peers.
Adam is a Partner and Head of our Commercial Litigation Team
Tim is a Senior Partner in our Commercial Litigation Team
Sven is a Legal Director in our Commercial Litigation Team
Vicky is a Senior Associate in our Commercial Litigation & Construction departments
Suzanne is a Senior Associate in Myerson’s Dispute Resolution Team
Gemma is a Solicitor within our Commercial Litigation Team
Lianne is an Associate in our Commercial Litigation Team
Contract Disputes Case Studies
Below are some case studies which demonstrate our wide variety of clients and our excellent track record in achieving the best possible outcome.
- We act for a logistics company that is defending a claim by a supplier of machinery. The claim relates to an alleged breach of contract by our client for failing to pay invoices, for repairs to the machines, and for early termination charges. Our client has a counterclaim against the machinery supplier for failing to supply machines that were fit for purpose. We are assisting the client to take the matter to a trial.
- We acted for a contractor whose contract for services was terminated without notice which was in breach of contract. The claim involved complex contractual interpretation and has been vigorously defended. We are assisting our client in pursuing the claim through the court.
- We act for a supplier of telephone systems who is pursuing a claim against a client for failure to pay its invoice in breach of contract. The Defendant claims that the invoice is not payable as notice of termination was given, however, our client’s claim is that notice was not given in time pursuant to the contract and therefore the contract automatically renews, and the invoice is payable. We are awaiting a trial date.
- We acted for a pharmaceutical client in a claim against a former director and owner of a company that was purchased by our client in order to acquire its specialist software. It later transpired that the purchased company did not own the Intellectual Property rights to the software and that it, in fact, licenced it from another company. Our client’s claim was for breach of the warranties provided under the purchase agreement relating to the software and for damages for misrepresentation of the company’s financial position at the time the company was purchased by our client. The case was settled by negotiation.
- We defended a longstanding client against a claim by a self-employed delivery driver for unpaid sums pursuant to a contract for services. We successfully had part of the Claimant’s claim struck out following an appeal.
- We acted for a client in a claim by a builder’s merchants regarding a trade debt and personal guarantee by our client’s director. Our client’s business was the building of artificial grass pitches. Settlement terms were agreed out of court.
- We act for a client who is owed a sum of money under a share purchase agreement for the sale of his shares. The agreement was backed up by a personal guarantee and proceedings will be issued shortly by our client to recover the sums owed to him.
- We acted for a recruitment consultancy who were hired to recruit an individual for a role with one of their clients. Our client claimed that their client breached the terms of the recruitment agreement and our client terminated the contract. Our client’s claim was for damages for the breach of contract. The Defendant disputed that it was in breach and levelled a counterclaim. We negotiated a settlement before proceedings were issued and the Defendant agreed to pay damages to our client.
- Our client is a marketing company and is alleged to have breached a series of marketing agreements it had with one of its clients by failing to perform its duties under the agreements. Our client disputes this and alleges that it has a counterclaim relating to its client’s breach of a non-solicitation clause by one of its employees which has also procured that employee’s breach of his own consultancy agreement with our client.
- We acted for a longstanding client who had been issued with a statutory demand and was being threatened with a winding-up petition by a utility supplier. The supplier alleged that our client’s parent company had provided a guarantee and therefore was liable to pay an invoice, which our client disputed. No further action has been taken by the utility supplier and they agreed that they would provide our client with prior notice if they did decide to proceed with presenting a winding-up petition after we threatened them with an injunction.
- Our client was a supplier of fibre optic broadband. We acted for it in relation to a claim against a Government department following the client’s suspension from a voucher scheme set up for suppliers of fibre optic broadband. The scheme allowed suppliers to register and claim vouchers for implementing broadband infrastructure projects to businesses and homes in line with the Government’s target of increasing broadband coverage throughout the UK. The client had been suspended for allegedly claiming costs that were outside the scope of the scheme. Following lengthy negotiations and correspondence, the client was restored to the scheme.
- We acted for a UK company in relation to a claim for breach of contract against a Dutch company which allegedly unlawfully hired out construction equipment in Germany and the Netherlands and used other European companies to do so. We secured a successful outcome for our client after a 5-day trial in the Manchester High Court.
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