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Thread: Breach of T&C?

  1. #1
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    Default Breach of T&C?

    Hey all, not sure if you guys can help me with this, but here goes...

    Not so recently, I was engaged by a friend who worked in a real estate agency to shoot some of the agency's property in a given area. I drafted out a T&C (i still have the document, in print and in soft copy) which I then passed to my friend, an executive in the company, to view.

    After viewing the T&C, it appeared that the black & white was satisfactory, so my friend signed and dated the document (two copies - one for the company and one for my safekeeping to cover my behind).

    I then commenced work, taking photos of the property that they needed. At this stage, it seemed that my friend's direct boss was not in agreement with the T&C that I provided. He said that the rate I quoted was "a bit on the high side", and thinks "the reasonable price to pay is about S$600.00 S$700.00".

    They did try to push the counterproposal twice to me. The first time around, I tried to explain my position, and provided a brief breakdown for the rates which I quoted them. The agency still held by the stand that the price was too expensive and asked me a second time to lower the price.

    All this haggling happened after I had finished shooting, and had actually started post-processing and finalising the photos for web, which was part of the agreement, that the photos would be properly post-processed from RAW and submitted solely for web usage.

    Because of the haggling, I called off the job and withheld the photos.

    However, I would like to know if there is any way I can claim for costs incurred, such as transport, rental of equipment, and working time. I am under the impression that once the T&C is signed, there is no reason why any haggling or bargaining should take place, and such practice is highly unprofessional.

    Please let me know on where I stand in this situation and what action I can do to claim costs incurred.

  2. #2

    Default Re: Breach of T&C?

    You yourself had stated the fact, 2 different persons making a decision??? I think you are partly to be blamed too. The person who is responsible now is the person who signed the T&C.

  3. #3

    Default Re: Breach of T&C?

    You need to get the authorized signatory from that company along with the official company stamp on the agreement. Not just anybody from the company can sign an agreement.

  4. #4
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    Default Re: Breach of T&C?

    Quote Originally Posted by canonikon View Post
    You yourself had stated the fact, 2 different persons making a decision??? I think you are partly to be blamed too. The person who is responsible now is the person who signed the T&C.
    Sorry if there is any miscommunication.

    The contact person was my friend, an executive in the agency. She had made the decision on the spot, after viewing the T&C, and signed and dated it. It was after that signing that her direct boss started making noise.

    Could you also elaborate on why I am partly to be blamed? Is it because I called the job off?

  5. #5
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    Default Re: Breach of T&C?

    Quote Originally Posted by snowspeeder View Post
    You need to get the authorized signatory from that company along with the official company stamp on the agreement. Not just anybody from the company can sign an agreement.
    Wow. So what does this mean for me?

  6. #6
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    Default Re: Breach of T&C?

    Quote Originally Posted by calebk View Post
    Wow. So what does this mean for me?
    If yr friend is not authorized to sign agreement on behalf of the company, then I think u dont have a case.

  7. #7

    Default Re: Breach of T&C?

    Frankly you do not have a case.

    Firstly it is a small amount and to process a lawyer letter will set u back $150, a sum which u will not be able to get back. Not to mention u will also waste ur time getting it drafted.

    Secondly u do not have a case because they can simply say that ur work was not up to satisfaction and push the blame to u. They did not use ur work so what u going to do? If u did not collect a deposit then too bad lor. Just walk away la.

  8. #8
    vince123123
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    Default Re: Breach of T&C?

    I think that you do have a reasonable case worth considering pursuing further.

    Let me provide my views on the various issues involved:

    1. Breach of Contract


    There is a signed agreement by the company, and whether or not you delivered the works is irrelevant to the breach. Of course, you must remain ready and willing to satisfy the obligations on your side.

    It does appear that you were the first one to breach the contract though, from your narration, as you said that you "called the thing off".

    2. Authority

    It is not always necessary that the person was authorised to sign on behalf of the company before the company is bound by the contract. If this was the case, any company can always repudiate contracts which they don't like by saying the person who signed it was not authorised.

    The agent's authority need not always be express, and agents sometimes can implied authority or apparently authority.

    Some questions to ask are, did the person who sign, hold himself out as having authority to contract on behalf of the company. Or did the company do things to ratify the agent's authority (e.g. allowing you on site, sending you company materials to refer to, etc).
    A full discussion on agency would be beyond the scope of this post though, as there are multiple angles to it.

    3. Practicalities


    The value of the contract does appear to be small and as another view expressed, not practical to engage a lawyer.

    However, there is the Small Claims Tribunal available to you, and even when you're dealing as a business, the fees are quite low (I recall its S$50 or something). That could be your first alternative source of remedy.

    Be advised however, that further costs may be incurred if you need to enforce the judgment (ie you win but they dont pay) - in this case, baliff's costs for seizure and sale of assets etc. I believe you can offset the costs from the proceeds of sale though, but it is worth checking if they have seizable assets in the first place, if a court route is contemplated.

  9. #9

    Default Re: Breach of T&C?

    I see how he can fight for his transport and his rental but working time? They did not even use his work... They can always say that the work was not up to satisfaction.. he was late... rude to boss... etc. All contracts have a termination clause too, you need to see what urs state. They can easily say that u did not fulfill ur obligation as promised.

    Perhaps a letter to the top management of the company will be a better approach.

    As for rental and transport how much will that be? $200, $300? Seems like a lot of work for very little returns.

    Y did u not collect some form of deposits?
    Last edited by Optodexine; 2nd January 2008 at 04:48 PM.

  10. #10

    Default Re: Breach of T&C?

    i agree with vince123123's points. the amt that u MIGHT get back is outweigh by the trouble of going through it.

  11. #11
    vince123123
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    Default Re: Breach of T&C?

    It would be difficult for anyone to use the defence of his works not being up to standard if they didn't even see his works to begin with. Also, if they wish to allege that he has produced unsatisfactory works and thereby breached his own end of the bargain, then it is really for them to prove that. It seems clear to me that by changing their mind on the price, the real issue is the price, and not the works.

    The amount claimable by an innocent party may not be limited only to his costs (transportation etc in the case of calebk), but for the full sum of the contract - this would depend on whether the contract was performed, or whether the repudiation was accepted. Reliance loss (ie losses arising from relying on the contract, in this case, costs) is one measure of damages. Another measure of damages can be Expectation loss, which means losses calculated based on the completion of the contract .

    However, it is complicated by the fact that calebk has chosen to say "game over" before the other side did it. He could have insisted that the agreement was signed and merely not entertain any further discussion on the price.

    However, all these can be complicated legal issues (both of repudiation and agency). My simple suggestion is to file a Small Claims Action and let it proceed from there. In the SCT, my understanding is that complex legal issues are not really thrown around, but things are decided on a more elementary/general level, unlike in the Subordinate or High Court. The reason is because SCT actions are attended to in person and lawyers are prohibited.
    Last edited by vince123123; 2nd January 2008 at 05:47 PM.

  12. #12
    vince123123
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    Default Re: Breach of T&C?

    If more help is needed, it would be useful to post up the actual contract signed - there could be nuggets there which can be used to your advantage .

  13. #13
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    Default Re: Breach of T&C?

    Yup... I think you should have just gone ahead. Completed the job. And demanded for payment as per your agreement signed. They refuse to pay or try to pay you less, you have an air-tight case.

  14. #14
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    Default Re: Breach of T&C?

    Quote Originally Posted by Yatlapball View Post
    Yup... I think you should have just gone ahead. Completed the job. And demanded for payment as per your agreement signed. They refuse to pay or try to pay you less, you have an air-tight case.
    Oh right. Now that you mentioned it, think that makes sense.

  15. #15
    vince123123
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    Default Re: Breach of T&C?

    Maybe you can explore if its still possible to revive the matter. Unless of course there is unequivocal proof that you terminated it (rather than them).

  16. #16

    Default Re: Breach of T&C?

    the company had breached the contract, as your friend is the agent ( if she is appointed to find a photographer).
    Thus when the contract was signed by her, the contract was made.
    This contract was ended by repudiatory breach as the their actions intimates that they do not wish to do the deal at the contract price. (you can sue them here at first)
    However, you called off the job, thus you have also breached the contract.( they can sue you here now)

    IMHO, I suggest you just complete your job at their rates, this way you still get some income instead of a loss.

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