Unpaid invoice - YouTuber (offer, acceptance and consideration?)

[K147]

Thanks for letting me join your forum.

I do audio equipment reviews on YouTube in the UK and I approached a company to do a review after due diligence of their good product. I made it clear on email I wanted to be sponsored if I rated the product prior to the product being sent, setting out how I would do the review creatively with a graphical intro with a link to another similar review/video where I had made such an intro, and where I had said I'd do the video the same way. The company's marketing manager said verbally they accept reviewers should be remunerated in such circumstances as they are doing promotion, which is obviously the case. I tried the product which met expectations so I told them I wanted to review it and then spent about 2 weeks of work making the review graphical intro, and then sent the graphical intro segment as a private link with pricings for the full review when completed. They then said it wasn't what they were expecting - both too high a price and the intro.........but proceeded to ignore emails and calls suggesting I should return the product with no payment offered. At this stage the relationship had not broken down and I would have accepted modest amounts. I even have them recorded saying they would pay a small amount for the review. It wasn't the amount but the principle and I never thought, having agreed, they would renege on any payment.

They are now saying they don't pay for reviews and only pay reviewers if they use those reviewers awards on their website, for reasons of credibility, despite the prior admission they do, and the fact I have another one of their reviewers saying to me (recorded) that they accept to do good reviews for money with this brand and this is the understanding.

I think they are unjustly enriching themselves off reviewers as they don't use YouTube, have a tiny number of subscribers and the reviews on my channel get sales from viewers who say they have bought based on the review. Video on YouTube is where content is now.

I decided to pursue it as a small claims matter and unbelievably they are trying to defend it. I wonder where you think I stand on a contractual level? I think I have a contract. I made an offer to do the review for money if I liked the product, and do it in a way which takes lots of effort with the graphics which they ought reasonably know takes time and effort, and by this they have entered into a contract knowing I would do the work after I told them I liked it. I found out they hadn't even looked at the link to the graphics I sent.

There is offer by my original email, acceptance - by their conduct in then sending the product, and consideration - not least they have said they would offer a small amount in the recorded call which they have gone back on. They have also confirmed in the same call they paid a big audio review magazine for a review.

[atticus]

I find it quite believable that the case is being contested. In what you say, I cannot see that a contract has come into being. Your "offer", as described, clearly does not contain the full terms if you only sent pricings when sending the "intro" as some kind of sample of your work.

Expect an application to strike your claim out.

[K147]

I find it quite believable that the case is being contested. In what you say, I cannot see that a contract has come into being. Your "offer", as described, clearly does not contain the full terms if you only sent pricings when sending the "intro" as some kind of sample of your work.

Expect an application to strike your claim out.

Thanks for your reply.

I wasn't interested in the exact amount I would receive as it is hard to make money in this field, but rather that I would be paid at least something for the review. The intro I sent wasn't a sample but was to be used in the review proper which I would then make and was to show them the work I had put in.

From what I have read, price doesn't have to be on the table in a contract at the outset. Is this not correct?.....Surely if I engage a painter and decorator to come around and he tells me he will do a 'paid for his time' quote to start with, but he doesn't tell me the price, then I ask him out and don't enquire the price for the quote before he comes out - if he comes out and then charges a reasonable fee for the quote , I cannot contest that, and that a contract does exist - I would have accepted a contract exists by my conduct in asking him out.

I cannot reasonably know that if I have a call where they agree I need to be paid, and they do not then oppose my email seeking sponsorship, that they will do an about and not pay me.

[atticus]

If you wish me to reconsider, please state the exact terms of the offer that you say was accepted, and of the "acceptance". If these were in writing, please proved the full text.

[K147]

If you wish me to reconsider, please state the exact terms of the offer that you say was accepted, and of the "acceptance". If these were in writing, please proved the full text.

I said this

'If I do like it and rate a product I try first then I’m happy to chat after that about how you’d sponsor it, but I only embark on my reviews in the way of the link above, if I genuinely either a) rate a product beyond others or b) I think it’s competitive with others. I genuinely don’t want to benefit if I think if products aren’t good ones. Obviously I have a strong incling with BRAND NAME from my due diligence with other reviewers.'

This was followed with a call where this was agreed. In addition I recorded a call where they said they would have have accepted £250-£300, so they accept they should pay me something (which now in the legal action they are disagreeing with)

[atticus]

Are you seriously founding a claim on that? Forget it.

[K147]

Are you seriously founding a claim on that? Forget it.

How come - I think with the example of the decorator it is correct and right I be paid for my time, and my line of reasoning is founded in good judgement - acts like Goods and Services Act 1982 allowing people to charge a reasonable fee for services. Did you work in this area of law? I would happily pay someone for a proper non judgemental view as to why you think it is the case, so I can decide what I do.

[atticus]

I'm happy to chat after that about how you'd sponsor it

On what you have chosen to post, at best the other party may have agreed to have that chat. How they might sponsor it obviously includes not at all.

See if you can persuade someone else, as you are not persuading me. I doubt that you will persuade a judge.

[K147]

On what you have chosen to post, at best the other party may have agreed to have that chat. How they might sponsor it obviously includes not at all.

See if you can persuade someone else, as you are not persuading me. I doubt that you will persuade a judge.

That doesn't really follow with the position of the painter and decorator that you haven't countered.

[atticus]

The analogy does not work. In what way do you say that this other party either engaged you to do this review or agreed that you should do it? At best you made a speculative suggestion that you should try something and that if they liked it you'd be happy to "chat".

To be able to run that argument, you need to establish that there was a contract. You are failing at that first hurdle.

[K147]

The analogy does not work. In what way do you say that this other party either engaged you to do this review or agreed that you should do it? At best you made a speculative suggestion that you should try something and that if they liked it you'd be happy to "chat".

To be able to run that argument, you need to establish that there was a contract. You are failing at that first hurdle.

They agreed that they wanted me to do the review by virtue of sending the product and conversations I had with them prior which is the whole reason for sending the product. They don't go to the trouble of sending products out that are liked but not reviewed when they pay insurance / courier costs etc and where a review 'might' happen. They want a review if they send it out, particularly if it is favourable and assurances are offered that if I don't like it - I give it back with no review and no money.

So at the time they sent it a) they wanted a review, b) they knew I would be making one, c) they knew I wanted money as per my email,and d) per the chat leading up to the email. Oh another thing I omitted sorry - they asked in an email what my fee is prior to sending the product and me finishing the intro and the review, so they knew that I was seeking money at the time of my proposal and prior to me receiving the product and starting the intro and review. As I say it is a question of principle in bringing the action not the amount of money

I did not make a speculative suggestion - the chat was to be about the amount (because I had been trying to speak to him about it unsuccessfully) and I said I wanted to know how they would sponsor it. There was a phone call per (d) - they said they expected reviews not to be free as backed up by asking me my costs. They therefore knew that at the time I was offering I was doing so commercially. Additionally the fact that if they had looked at the video link there is no way they could see I would do it free with the effort it takes to make the graphics I do.

I have already explained I offered, they accepted by conduct in sending the product for review, and they did say as recorded they would pay £250, which they reneged on and contradicts the fact they wont pay for reviews.

[K147]

The analogy does not work. In what way do you say that this other party either engaged you to do this review or agreed that you should do it? At best you made a speculative suggestion that you should try something and that if they liked it you'd be happy to "chat".

To be able to run that argument, you need to establish that there was a contract. You are failing at that first hurdle.

what this has essentially come down to is ;

1) evidence they agreed to pay me for the review and a contract exists and they accept people should be paid, asking for details of my costs
2) me giving details of those costs
3) them not liking my costs because they are too high and them saying they don't pay for reviews and
4) them reneging on offering anything, then
5) Legal action.

[atticus]

Do you realise that since I last posted you have added quite a lot more information? I can only give opinions on what I am told, and not on the other stuff you forget to say. I would expect someone with experience of liability claims to know that.

I have to go to a meeting that will take most of the rest of the day. Maybe someone else can pick this up.

[K147]

Do you realise that since I last posted you have added quite a lot more information? I can only give opinions on what I am told, and not on the other stuff you forget to say. I would expect someone with experience of liability claims to know that.

I have to go to a meeting that will take most of the rest of the day. Maybe someone else can pick this up.

Sorry I would like to help others for you/this group in exchange for carrying on our chat it OK. I have lots of knowledge of law from a past job - employment / equality act, that can help me as I worked in liability claims.

[jaguarsuk]

The problem you are going to have in convincing a judge in my opinion is that this was an expression of interest in potentially having you do some work for them and upon receiving your pricing they did not wish to engage you for any work.

Them not clicking the link to your work really does not help you in the way you think it might, it backs up that they did not engage you to create anything at that time and merely expressed an interest in you potentially doing work for them.

Why is this a problem? You have made a common mistake that people make regards contract law in that you believe that to form a contract there must be offer, acceptance and consideration, which is true alongside the other elements required, one of which is 'intention to be legally binding.' I do not believe the defendant have performed in a way to settle the 'performance' element of contract law either.

This is where I believe your claim falls down and in defence I would be stating that the defendant made an expression of interest in your work, sought further information and upon seeing pricing didn't engage you. Consequently they have never viewed any work because they did not engage you to create anything at that time and never intended to enter into any sort of legally binding agreement with you.

Further are there are no detailed terms of any alleged contract that the defendant could not be deemed to acted in performance of any such alleged contract.

What are they saying in their defence?