Company advice

[TheNiftyShark]

First time needing any legal advice

I had a contract for a service under an old dissolved Limited company (lets call it Company A) we had been using for years, which we continued to use under our new Limited company (Company B)

We continued with this service for about 3 years, until they made some huge billing errors and we refused to pay.

They have now put in a claim against Company B, however we have never signed a contract with them under the "Company B" name, either digitally or agreed one in response to an email etc.

Can someone shed some light on where we would stand on this?

Thanks in advance

Regardless of whether you signed anything, you clearly have a contract with company B as they provided a service for which you paid. Indeed, it may still have been under the contract that you had with company A.

Were the invoices sent to Company B once you changed/dissolved Company A. If so then the contract existed with Company B from that point and indeed even if they wern't the fact Company B used the service and paid those invoices means the contract was valid.

If they've been providing a service by agreement then you do have a contract. The fact you didn't sign anything makes no difference- contracts don't have to be in writing.

However, if you're in a negotiation with them then it would do no harm to point out that you never signed anything. It does make it harder for them to say you were in breach of contract if they can't easily say what the terms of that contract were. (In practice a court would most likely find the terms were those on which you'd been dealing with them, and might read across from your previous contract with Co A. But hopefully you won't get to that point.)

Thanks for all your messages

What seemed to have happened is that Company A was in financial trouble and I used Company B to try and pay the invoices.

For about a year after Company A collapsed the invoices were still in that name, but someone seemed to have changed it at a later period (not us), but I think they realised their mistake as when the billing argument erupted at the beginning of the year they were trying to coax us into a contract.

From the sound of it you don;t have a leg to stand on. A court would most likely determine that the original terms signed by company A are the ones that are valid.

If Company B used the services then there was probably a contract there even if it wasn't in writing..
Looks like that loophole won't work