Contract law advice/email techy advice sought.

[Darren A]

Hi all

The company I work for is currently for sale, and as I am the Group Management Accountant and would be heavily involved in the data room and completion accounts, is was offered a fairly substantial "completion bonus" if it all went through. Originally the offer was verbal, however that was then followed up by an email from the Finance Director (full board director, IOD registered, listed in the Accounts as a Director, and signs the Co. balance sheet in the Stat Accounts). It said

================================
From: The FD
To: Darren A
Cc: THE MD
Subject: Re Sale bonus



Darren

As discussed please accept this email as confirmation that you will receive the sum of £x in the event that the company is sold as a completion bonus.This is before the deduction of tax.This only applies to this current transaction and not to any subsequent one.

This will be paid within 30 days of signing the legal documents.

Rgds

=====================================

I have subsequently been told that they have changed their minds and I will get zilch.

I've been advised (thanks to the YDr concerned) that assuming he is authorised to make such an offer (see his credentials above), the email is legally binding, however I need to know what I have to do to "save" the email and all the associated code etc underlying it, so that if in future it goes to court I can prove that the email I present as a "contract" is unadulterated, and as sent by him originally. Does anyone know what I have to do?

As it currently stands, I have printed it, forwarded it to a private address, and it's on my work laptop (which presumably might have to be returned to the company at a moments notice).

Cheers

Darren

[PeeBee]

Sounds to me like you have done all the right things, you could perhaps (for a small fee) retain a lawyer who specialises in contract law and forward a copy to him.

My 2p

[Darren A]

Originally Posted by PeeBee

Sounds to me like you have done all the right things, you could perhaps (for a small fee) retain a lawyer who specialises in contract law and forward a copy to him.

My 2p

Hi Peebee, yes I will do next week. I only got the news late yesterday evening, and I've spent all last night (got to sleep about 5.00am!) and all today stewing on it, wondering what to do.

[Daniel Taylor]

The first thing is point out is that free advice is worth just that, nothing.

I am not convinced that there is necessarily a valid contract. In order to have a contract you need to have an offer and acceptance, and the parties need to have the capacity to bind and the intention to create legal relations. Further both parties must benefit from the contract and this must be in the future (i.e you cannot contract for things already provided).

The question is whether you are actually doing anything over and above what you are required to do under your contract for employment? If not, then the employer could argue that he is not benefiting and the bonus is nothing more than that; a discresanary (?) payment. In the email he does not set out what you are required to do for the payment. If he were to say that you should do xyz and in return we will pay you £x on completion of a specific event, then you would seem to have a stronger case.

Also, has the contract been accepted? This requires a positive action. Again, if you have carried out the additional duties that were being contracted for then you could argue that this is proof of acceptance.

Let us assume that you do have a contract. Then the email should be sufficent to evidence it. There is no set form.

If the money is worth chasing then I would take proper legal advice from someone suitable experienced in these matters.

I hope that this helps.

Daniel

[Air Guzzler]

Emails,
From my background in the construction industry unless it is writtern into the original contract emails cannot be relied upon at a tribunal or adjudication weather that is the case for employment tribunal i do not have the answer

[Scubee]

Email has been held to be 'in writing' in several court cases. The email could be said to be a variation of an employment contract, and failure to comply with the terms could be the subject of a grievance. If the term is broken (i.e. they don't pay) then an employment tribunal could order them to pay, either as breach of contract, or under the wages act as an unlawful deduction of wages. TTo verify the validity of the email, the stuff that is underlying (and I am no techy, but I am sure it is there) could be asked for, but the burden of proof is lower in an ET than other courts.

Many solicitors will look it over for you and give an opinion, either on an initial free consultation (1/2 hour, but that may not be long enough) Choose with care - I have some suggestions if you want.

It is all 'could be' here, nothing is certain once a court gets involved. ET's are even more precarious because they have 3 people, two of which are 'ordinary' people from the 'real world'.

[Darren A]

Originally Posted by Daniel Taylor

Also, has the contract been accepted?

Have had this question via PM as well! Would i really be expected to "accept" an email that begins:

"As discussed please accept this email as confirmation"??

[Darren A]

Originally Posted by Daniel Taylor

The question is whether you are actually doing anything over and above what you are required to do under your contract for employment?

I would have thought preparation of the data room, preparation of sale completion accounts, and the audit of those accounts satisfies this requirement.

PS - Sorry if anyone is bored with this thread - at least it isn't about Pooh!!

[littlemermaid]

Hi Darren,

For my sins I am a solicitor specialising in employment law. I appreciate you have a lot of conflicting advice but a one off agreement would not be an implied term in a contract of employment (generally terms are implied by law or by custom and practice - i.e. that is what has happened in the past - neither of which appear to be the case). Employment Tribunals do not have a lower burden of proof than other courts. Criminal courts have a higher burden of proof (i.e. beyond all reasonable doubt) all civil courts (including an ET) have the same burden of proof (i.e. balance of probabilities).

I am not a specialist on contract law but I have a basic idea and believe you have a point that this could be a binding contract. A contract can be oral or written, in this case the contract would be oral with written confirmation. The facts on whether this is a contract would depend on the details of that conversation. They have clearly made you an offer and you seem to be suggesting (although not clear) that you have accepted. The consideration is for them - you assisting as you said you would, and for you the money. Individuals are free to make deals be they good or bad. If you have not accepted the deal then they are free to withdraw the offer at any time.

Will happily help if I can any further. Feel free to PM me.

Kind regards.

Kx.

Originally Posted by Scubee

Email has been held to be 'in writing' in several court cases. The email could be said to be a variation of an employment contract, and failure to comply with the terms could be the subject of a grievance. If the term is broken (i.e. they don't pay) then an employment tribunal could order them to pay, either as breach of contract, or under the wages act as an unlawful deduction of wages. TTo verify the validity of the email, the stuff that is underlying (and I am no techy, but I am sure it is there) could be asked for, but the burden of proof is lower in an ET than other courts.

Many solicitors will look it over for you and give an opinion, either on an initial free consultation (1/2 hour, but that may not be long enough) Choose with care - I have some suggestions if you want.

It is all 'could be' here, nothing is certain once a court gets involved. ET's are even more precarious because they have 3 people, two of which are 'ordinary' people from the 'real world'.