stevejones45
Junior Member
We have an issues with a client who we started working with in 2007 supplying executive search services in the UK and across emea.
Background:-
We need advice with a situation we are trying to resolve.
We had an agreement with a client of ours to provide services to various of their companies in EMEA. The agreement was with Company-X EMEA, which isn't actually a legal entity. Company-X EMEA Holdings Ltd exists, as does Company-X UK Limited along with a number of other legal entities in various EMEA countries.
The EMEA HR Manager of Company-X signed the original agreement and has since instructed us to conduct numerous assignments both in the UK and across EMEA. This Manager has also approved for payment every invoice we have raised against the agreement, regardless of which subsidiary the work was for eg. projects conducted for Company-X South Africa Ltd, which the subsequent invoice was addressed to "EMEA HR Manager, Company-X South Africa Ltd, Johannesburg, SA", approved by EMEA HR Manager and then paid from Company-X South Africa Ltd's bank account.
Unfortunately due to a breach of the agreement, a large number of projects with a number of their EMEA companies have resulted in us raising invoices for various stage payments and Company-X have refused to pay. Their solicitors are contesting the identity of the defendant in the case, as they only represent Company-X UK Ltd.
Questions:-
1
As the EMEA HR Manager is an employee of Company-X UK Ltd, would the courts recognise that the company we should sue be Company-X UK Ltd for all of the outstanding invoices (even though a large number of the invoices are for many countries other than the UK)?
2
The contract states that the balance of the project fee is payable immediately if the project is cancelled. Because of the quality of the relationship we chose not to invoice at the time but as as th relationship changed we have now raised around 50 invoices for the outstanding project balances, i believe we have six years to invoice against the contract and we have never waived the rights to do so. Is this a problem? (wording from agreement below)
Schedule of Charges
Stage 1. £5,000 payable on commencement of project
Stage 2. £5,000 payable on presentation of an acceptable shortlist of candidates for interview
Stage 3. £5,000 payable when the selected candidate commences his or her
employment
Stage 4. £2,500 payable three months after the selected candidate commences his or her employment
Stage 5. £2,500 payable nine months after the selected candidate commences his or her employment
NB
• All of the above payments will be subject to VAT and all invoices will be payable within 14 days
If the headcount is cancelled or the role is filled by any other source the balance of the fee outstanding will become immediately payable.
3
In 2010 we were asked by the client if we would reduce our fees if all of thier work was given to us. We agreed to reduce our costs and created a partnership agreement confirming the price reduction and confirming that we would be thier exclusive search partner across EMEA. This agreement was with with the EMEA HR Manager and it was stated at the time that the request for the cost reduction in return for all of the work came from the Director/GM EMEA. This agreement was sent by us in draft format and verbally confirmed as OK but never sent as a final version or signed. Although this agreement was never confirmed in writing by our client, when we were asked last year to put a seperate agreement in place with an emea subsiduary of the clients we sent the wording from the agreement with the exclusivity that was in place and the emea HR Manager confirmed that these are fine, by email. These words were then used in full two agreements with the subsidiary in question both were finally sent for us to sign by the client! They have had the contract four times and the price reduction as shown in the new contract was adopted, can they claim that they never would have entered into an exclusive agreement and that the HR Manager in question had no authority to make such a agreement?
This HR Manager has approved invoices and engaged us on projects across EMEA and over the past 4 years the value of this work has been around £1m
Thanks in advance to anyone who can help with this, our client is a huge US company and we are a small UK firm that are getting the run around from their lawyers!!
Background:-
We need advice with a situation we are trying to resolve.
We had an agreement with a client of ours to provide services to various of their companies in EMEA. The agreement was with Company-X EMEA, which isn't actually a legal entity. Company-X EMEA Holdings Ltd exists, as does Company-X UK Limited along with a number of other legal entities in various EMEA countries.
The EMEA HR Manager of Company-X signed the original agreement and has since instructed us to conduct numerous assignments both in the UK and across EMEA. This Manager has also approved for payment every invoice we have raised against the agreement, regardless of which subsidiary the work was for eg. projects conducted for Company-X South Africa Ltd, which the subsequent invoice was addressed to "EMEA HR Manager, Company-X South Africa Ltd, Johannesburg, SA", approved by EMEA HR Manager and then paid from Company-X South Africa Ltd's bank account.
Unfortunately due to a breach of the agreement, a large number of projects with a number of their EMEA companies have resulted in us raising invoices for various stage payments and Company-X have refused to pay. Their solicitors are contesting the identity of the defendant in the case, as they only represent Company-X UK Ltd.
Questions:-
1
As the EMEA HR Manager is an employee of Company-X UK Ltd, would the courts recognise that the company we should sue be Company-X UK Ltd for all of the outstanding invoices (even though a large number of the invoices are for many countries other than the UK)?
2
The contract states that the balance of the project fee is payable immediately if the project is cancelled. Because of the quality of the relationship we chose not to invoice at the time but as as th relationship changed we have now raised around 50 invoices for the outstanding project balances, i believe we have six years to invoice against the contract and we have never waived the rights to do so. Is this a problem? (wording from agreement below)
Schedule of Charges
Stage 1. £5,000 payable on commencement of project
Stage 2. £5,000 payable on presentation of an acceptable shortlist of candidates for interview
Stage 3. £5,000 payable when the selected candidate commences his or her
employment
Stage 4. £2,500 payable three months after the selected candidate commences his or her employment
Stage 5. £2,500 payable nine months after the selected candidate commences his or her employment
NB
• All of the above payments will be subject to VAT and all invoices will be payable within 14 days
If the headcount is cancelled or the role is filled by any other source the balance of the fee outstanding will become immediately payable.
3
In 2010 we were asked by the client if we would reduce our fees if all of thier work was given to us. We agreed to reduce our costs and created a partnership agreement confirming the price reduction and confirming that we would be thier exclusive search partner across EMEA. This agreement was with with the EMEA HR Manager and it was stated at the time that the request for the cost reduction in return for all of the work came from the Director/GM EMEA. This agreement was sent by us in draft format and verbally confirmed as OK but never sent as a final version or signed. Although this agreement was never confirmed in writing by our client, when we were asked last year to put a seperate agreement in place with an emea subsiduary of the clients we sent the wording from the agreement with the exclusivity that was in place and the emea HR Manager confirmed that these are fine, by email. These words were then used in full two agreements with the subsidiary in question both were finally sent for us to sign by the client! They have had the contract four times and the price reduction as shown in the new contract was adopted, can they claim that they never would have entered into an exclusive agreement and that the HR Manager in question had no authority to make such a agreement?
This HR Manager has approved invoices and engaged us on projects across EMEA and over the past 4 years the value of this work has been around £1m
Thanks in advance to anyone who can help with this, our client is a huge US company and we are a small UK firm that are getting the run around from their lawyers!!
