Turner and Butler

[sitaro]

I am being sued by a company called Turner Butler. They are a company that specialise in selling businesses. Here is my story and I would be glad of some advice. As I lost all my savings in the business I am defending myself through the court system.

I used to run a Winter Sports Retail Business, and in the summer we hired out roof boxes andtents. The summer business representedless than 10% of the overall business turnover.
In January2010 I decided to put the business up for sale. I had seen lots of adverts from various business agents but I was attracted to Turner and Butler because their web site, adverts and salesman offered a NO sale No fee contract.

In February2010, after Turner Butler valued my company I stupidly signed the contract without fully reading allthe terms expect the important ones like how can I cancel and how much their fees where. Over the next year they sent me 6 prospective buyers who all thought that the business was overvalued and declined to make me any offer. In March 2011 I verbally told Turner and Butler to take the business off themarket. I received no more leads from them.

In July 2011 my company went into voluntary liquidation as I was now trading insolvently and had run out of money. The liquidator sold all the company assets to people unknown to Turner Butler. My wife & I purchased the tents and roof boxes from the liquidator with the full backing of the creditors and completed the outstanding orders free of charge of the old company as it could not fulfil, as it had stopped trading.

In August 2012 out of the blue Turner Butler sent me an invoice demanding that I now owe them £12000 as per the terms of the agreement. Even though they did not sell the company but the company went into liquidation apparently according to their terms I am still liable to pay the minimum fee.

I am defending them on three fronts, 1) what happened to their no sale no fee advertisement, 2) I cancelled the agreement in march and 3) I believe their contract is not transparent, clear or fair and reasonable and specifically their clause7.14 which I attached below. (there are others that I think are unfair as well) This is their definition describing the transaction which is their main clause for saying that I owe them the money. I find this clause hard to understand and it would mean any sale of an asset ie A vehicle would mean that I owe them money that is hardly fair.

Term 7.14
‘Transaction’means the transfer or any other disposition of the business or any of theassets(whether from you or the business to a buyer or vice versa)or from or toany affiliate of the business or either party ( including the transfer of anyother asset or property to from a buyer or any affiliate)by one or more stepsor stages and whether by sale merger trade conveyance lease licence franchiseor otherwise and shall include a company buy-back of its own shares ormanagement buy-out or earn out or any other form of merger demerger or reorganisation or reconstruction of the business(including the transfer of any asset or assets from one owner to another as a separate transaction or prior to a transfer to a buyer) and any liquidation dissolution administration receivership cessation of the trade of the business wholly or in part or other rearrangement of the business or where you and/or the business and a buyer or any affiliate of either party enters into any other relationship whatsoever together including any management or financing arrangement option or subscriptionfor shares or securities of any description any employment arrangement consultancy joint venture licence or franchise the appointment of any person asa director (in the case of a company) or a member or a partner (in the case of a partnership or LLP) or the allotment or agreement to allot any shares orother cessation of the appointment of any existing director partner or memberand any combination of the above and whether the consideration for the same is in cash or in some other form(either wholly or partly) and whether payable inwhole or in part on completion or any other date or dates

[Amethyst]

Re: Turner and Butler

I was reading about similar cases, huge fees without a sale, lack of actual marketing and high charges for appearing in a brochure, a couple weeks back, can't find the story now, but just came across the turner and butler complaints website, which I expect you have already found, if not Google it, might be of help to connect with others in a similar position.

You have posted up the transaction term, can you post the cancellation term too pls. Transactions between businesses are covered by the Unfair Contract Terms Act 1977 (UCTA).,I don't think you could be said to be acting as anything other than in the course of your business so wouldn't be covered by consumer legislation. Basically as business you'd be expected to check the terms, negotiate and amend standard terms etc.

Were you a sole trader or a ltd co? I'm presuming ltd company from what you have said.

If you have an electronic copy of the entire contract that would be great.

Did you sign up for specific contract term, say 2 years ? What was the cancellation terms for within that period? where does the minimum fee come in?

Now, how far into the court process are you?

Something else, who are they suing, you as an individual or your liquidated company? Was there any personal guarantee involved in the agreement?

[sitaro]

Re: Turner and Butler

Thank you, I have already contacted the website there would appear to be several people in a similar position to me. I was the director of a limited company. There was a minimum period of 50 weeks with 96 days notice.

How do I send you a copy of the contract that I signed?, I have it as a pdf.

With regards to my case I have just given my defence in to the court. However the claimant has now asked to amend their statement and asked for my written permission. I have spoken to the court as I did not know the correct procedure and the court has suggested that the claimant should make an application to court and process the amendment through the proper channels. I assume I will then have a chance to alter my defence.

With my case I am confused by the law as I believe the capacity I signed the contract was in the individual as I am being sued personally and therefore should I not be covered by consumer law. I was selling my shares in a company I owned, that is what I thought I was doing. Will Consumer law will give me better protection than a business contract. I have also contacted Trading standards and they are asking the same questions is this a business or consumer problem.

It gets confusing as the more you read the contract then the assets of the company come into play but I can only give the authority to sell the assests in my capacity as a director as I believe a shareholder cannot sell the assets of a company, as the shareholder merley appoints the directors. Again in the case of a small company such as mine the shareholder and director are the same entity but the paper work should have two signatures to cover both capacities.

When I signed the document I signed as the shareholder and not as the director. Is this an arguement I could use in my defence? If I was signing on behalf of the company the debt would be a company one and they should be chasing the company and not me personally. I also believe that I did not sign a personal guarantee as I signed it as the seller and it was addressed to me personally. I would love it to be a company debt and not a personal one. Hence my confusion!
But thanks again as I appreciate any help.