Exhibition contract changed - do I have any rights??

[rak5a]

I would be grateful for just the smallest guidance. I have a new small business and booked to do a big (expensive) fair in London next year to promote it. I just had an email to say that they are changing the fair from 3 days to 2 days and totally rearranging the floorplan so my stand is in a terrible position. Ignoring the second bit, do I have any rights as I am paying for a 3 day fair that is now 2 days? The contract says they can make these kinds of changes but I wonder if this bit means I can argue for a lower fee "...the contract for the space is binding save that it shall be deemed to be varied to allow for the necessary change in venue, dates or period of the Exhibition, stand size or location otherwise". I'm going to argue the point regardless but wonder if it is a totally lost cause or if that clause actually gives me rights. Thank you in advance (if anyone reads this!). x

the contract for the space is binding save that it shall be deemed to be varied to allow for the necessary change in venue, dates or period of the Exhibition, stand size or location otherwise

A contract has to be read in its entirety. No one can give you accurate legal advice without seeing the whole contract and any other relevant information or emails that lead up to the signing of it - eg other negotations of terms etc.

With that note of caution, strictly speaking that wording makes the contract binding on both of you EXCEPT that gives the Exhibition contractor the legal entitlement to allow to vary it to make

NECESSARY (this is an important word)

changes in venue, dates or period of the Exhibition, stand size or location otherwise.

On the face of it they can do what they like. However, a contract also has various implied terms which include things like terms that would make the contract workable (called 'business efficacy'). An example of that would be say they said

our contract allows us to vary the period of the exhibition, so we are going to make it 30 seconds long

a court would say no one would intend that because it would mean that there was no workable exhibition - there is no business efficacy.

Terms can also be implied by custom and practice.

Was it possible to contract to exhibit for 1 or 2 days? Or did you have to exhibit for 3 days? If you could exhibit for 1 or 2 days, start with that and what the price was.

If you could ONLY contractually exhibit for the full run of the exhibition, I would argue that it was an express term that £full price was for 3 days. It is an implied term by reason of business efficacy and custom and practice that if the period of the exhibition was materially reduced, the £full price would be reduced pro rata.

The loss of one whole day is a substantial period of time amounting to one third of the contracted for period. Therefore by reason of custom and practice and business efficacy, you infer that the price per day is £full price divided by 3 and therefore the cost to you for 2days should be [one third full price] x 2 = £x.

You may get some push back saying it's not that simple as part of their charge is overheads/admin which applies whether it is one day or three, but it should open up negotiation.

Good luck.

PS: If they are difficult, you can also refer to the word 'necessary' in that clause and ask them to explain why they say it was 'necessary' to make those changes.

Thank you so much @PerryMasonsFriend ! I understand that a portion of a clause out of context of the rest of the contract isn't very useful but I didn't want to give too much away on a public forum. Your feedback is so very useful though and is effectively what I was hoping to hear. I just wanted to know that I kind of have some basis to argue that they can't just move the goalposts and we just have to lump it. I realise that it isn't something that is exactly going to court, but if I can use some big words in an email I'm hoping the organisers will see that they can't just mess us around and they need to deal with us fairly. Basically, it sounds like they are struggling to fill the fair and cover overheads so they are reducing the period of the show to reduce the hire fees of the venue. Again, thank you so much.