Implied Contracts - Limited Companies

[Cpt Morgan]

Hello,

I have an implied contract with a builder and sadly as seems to be quite common things have gone wrong.

My question lies within our contract as I will need to pursue him via the courts I think.

We don't have a written contract, but rather an implied contract in that he was doing some work, and paid him.

The payment applications were paid in full, and were paid into the account details for the company name (not stated in the bank account name as being Ltd). The header on the top of the applications were equally not stating the company was limited.

The builder is now saying his company IS ltd, and therefore he is separate legal entity to the firm.

I completely understand this and under normal circumstances it would seem easy to distinguish who the contract was with, but under an 'implied contract' how does this work, as nothing associated to either the payment schedule or the bank account name gives rise to any limited company status.

Any help much appreciated.

[des8]

Have yopu chefcked with Companies House (https://www.gov.uk/get-information-about-a-company)

If it is a Limited Company, then he has broken thye law as all Company documents (invoices etc) have to show full company name and registration number (as well as other things!)( https://www.gov.uk/get-information-about-a-company)

[Cpt Morgan]

Have yopu chefcked with Companies House (https://www.gov.uk/get-information-about-a-company)

If it is a Limited Company, then he has broken thye law as all Company documents (invoices etc) have to show full company name and registration number (as well as other things!)( https://www.gov.uk/get-information-about-a-company)

What law has he broken?

[Cpt Morgan]

Have yopu chefcked with Companies House (https://www.gov.uk/get-information-about-a-company)

If it is a Limited Company, then he has broken thye law as all Company documents (invoices etc) have to show full company name and registration number (as well as other things!)( https://www.gov.uk/get-information-about-a-company)

Also what do you mean have I checked with companies house, this is my point. There are no documents that indicate the company name is ltd, so why would I look on companies house?

[des8]

Also what do you mean have I checked with companies house, this is my point. There are no documents that indicate the company name is ltd, so why would I look on companies house?

You look on Companies House (which is free) to see if what he is claiming is true or not.

[des8]

What law has he broken?

Certain details have to be included on invoices.
I'm sorry but i posted incorrect link.
It should have been :https://www.limitedcompanyhelp.com/d...pany-invoices/

[Cpt Morgan]

You look on Companies House (which is free) to see if what he is claiming is true or not.

I am sorry what do you mean 'to see if what he is claiming is true or not'. He isn't claiming anything, you seem to be missing the point. When have I said he is claiming something?

[R0b]

Can I ask what you mean by an implied contract as it's not a term usually used in the legal sense. Are you simply trying to say that you had a verbal agreement with the builder?

That aside, the key question a court would need to decide is whether, based on the material, discussions and any other contemporaneous evidence you might have, can it be argued that you were contracting with the builder in his personal capacity or with the limited company.

Based on what you've described, it would not be clear to me that an invoice that is titled "Mr Bloggs Building Services" would immediately indicate that you were contracting with a limited company. It is equally arguable to suggest that the company name is simply the builder's trading name and that's who you thought you were contracting with.

If the builder did not supply you with any information about his company and that is who you were contracting with for these services at the time the contract was made, you are entitled to assume that your contract at the time was directly with the builder and not the company, irrespective of the headed invoice with the company name.

Question is, what do you want to do? Sounds like the only possible way to resolve this is going to court and getting a final determination.

[des8]

I am sorry what do you mean 'to see if what he is claiming is true or not'. He isn't claiming anything, you seem to be missing the point. When have I said he is claiming something?

The verb "to claim" has two meanings
It means either to assert something that is true or to formally demand something

I was using the word in the former sense as
In post 1 you stated: "The builder is now saying his company IS ltd, and therefore he is separate legal entity to the firm."

I was just suggesting you check with companies House to see if his assertion is true.

If it was true, besides following R0b 's advice you could hit him with the breach of regulations which might bring about a resolution without the stress of court action.

[Cpt Morgan]

The verb "to claim" has two meanings
It means either to assert something that is true or to formally demand something

I was using the word in the former sense as
In post 1 you stated: "The builder is now saying his company IS ltd, and therefore he is separate legal entity to the firm."

I was just suggesting you check with companies House to see if his assertion is true.

If it was true, besides following R0b 's advice you could hit him with the breach of regulations which might bring about a resolution without the stress of court action.

I am sorry, and thank you for your reply, but I really do think you don't understand my point.

I don't care if he has 10 limited companies, all of which exist on companies house, the point is who was my 'quasi contract' with.

I certainly haven't paid money to a limited company, I have simply paid into an account with a business name that does not have 'limited' on the end of it, and the payment schedule provided doesn't have a limited company name on it either. As the builder has now also refused to provide invoices, it would seem there is something fishy going on, which has been reported to the tax man, and can be supported by an audit trail which must legally be supported by invoices. He has also requested cash payment (by way of a contractor discount!!) which text messages, emails and a voicemail all show that he knows this is 'dodgy', and I can prove it.

However to take him to court I need to be clear on who I am suing, and that is my point. If the owner of the account I was paying is the same guy I was dealing with then I would assume I would sue him, but am not sure how you find out who owns a given bank account.

[Cpt Morgan]

Can I ask what you mean by an implied contract as it's not a term usually used in the legal sense. Are you simply trying to say that you had a verbal agreement with the builder?

That aside, the key question a court would need to decide is whether, based on the material, discussions and any other contemporaneous evidence you might have, can it be argued that you were contracting with the builder in his personal capacity or with the limited company.

Based on what you've described, it would not be clear to me that an invoice that is titled "Mr Bloggs Building Services" would immediately indicate that you were contracting with a limited company. It is equally arguable to suggest that the company name is simply the builder's trading name and that's who you thought you were contracting with.

If the builder did not supply you with any information about his company and that is who you were contracting with for these services at the time the contract was made, you are entitled to assume that your contract at the time was directly with the builder and not the company, irrespective of the headed invoice with the company name.

Question is, what do you want to do? Sounds like the only possible way to resolve this is going to court and getting a final determination.

By implied I mean quasi contract if that is the correct terminology?

I have only ever been sent payment application schedules and those do not have a limited company name given, and I have only ever paid into an account which is again not named as a limited company. The company have never provided invoices despite me asking for them, so it is clear to me he is hiding something, and most likely not paying tax either, which has been reported. I guess I am trying to find out if the it is the owner of the account I was paying that should be sued, and if so how I find out who that is.

[des8]

I really don't understand why you aren't checking out the status bof this company.
I would be checking every bit of information he gave me!
A Company House check is free.
If the company is listed it will show the owners, and might include the builder.
If it is not listed the chances are it is his ttrading name and you could proceed against him.
In any event as rob post 8:
"If the builder did not supply you with any information about his company and that is who you were contracting with for these services at the time the contract was made, you are entitled to assume that your contract at the time was directly with the builder and not the company, irrespective of the headed invoice with the company name."

[R0b]

There's no such thing as a quasi-contract, either there is a contract or there is not. If there is no written contract then either you agreed for the builder to do works verbally in which case it is a verbal contract. The only other type of contract is by conduct but that would mean that the builder would have had to effectively start building works on your house without your consent and then when you realised what he was doing and you went along with it anyway, in which case your inaction could be deemed an agreement by conduct since you failed to stop him.

I'm assuming it is not an agreement by conduct because no person in their right mind would allow a random builder to carry out works on their house without first agreeing what works are to be done. So the only other logical conclusion is that you agreed with the builder to do certain works verbally and so it is a verbal agreement. A 'quasi-contract' is a term used in the US which is the equivalent to an agreement by conduct in the UK.

Sounds like you are really complicating something that should be straightforward. You need to ask yourself one question, who do you think you contracted with when the works were arranged?

If you believe it was the builder directly and you had no knowledge of the company, then all you need is his address and full name then send out a letter before action against the builder stating his name trading as the name of the company. If you believe it was the company, go and do what Des suggested and get on Companies House, find out the company name and address and check if the builder is listed as a director and if so, you've got the correct business - issue a letter before action naming the limited company and send it to the registered office address and just hope and pray he doesn't wind the company up and transfer all assets.

I know what I would do, but it's your dispute and I can't really offer anything more than I have said.

[Cpt Morgan]

Ok thanks both, and I know what I will be doing. I would like to ask one further question. I have asked for invoices for the work he completed and where payments were made and he has refused. Is it a legal requirement ? For further info he has charged me VAT, so am assuming the answer to this question is yes, and he needs to be reported to the TAX office.