Selling a Business

Did you use the "out of office assistant" to notify people that you were away during the Christmas Break?  Ironically that automatic reply may be proof that you received an email that, you did not in fact receive.  Proof of receipt by the receiving system may be enough to show receipt by you.  We are governed by both the contracts we sign but also by contract law.  The contract does not stand by itself in a vacuum.   Contract Law affects all of our dealings with each other.  If you are entering into a contract of any kind you should see us first for a fixed fee quote.  Contact Riba Business Lawyers The problems that we can experience with email notices are an example. There are legal problems associated with using email to make contracts and futher problems are associated with issuing notices by email under a contract.  Those problems relate to
  1. whether an email notice is a valid written notice and,
  2. the timing of receipt by the intended recipient. Is the email received when it is received to, the server, the computer or when the recipient reads it?  Many contracts specify required time frames. If an email is used then it is essential that the time of receipt can be identified.

You cannot own a business name!

Before you even commence business you must understand the difference between each of these very different business tools  - Business Names, Trade Marks and Company Names. Anyone considering the sale of their business  should also consider these things carefully. If trade marks, domain names, business names and business structures are not all in order, then seek legal advice as early as possible.  We have seen business sales fall over because intellectual property including the business name is not registered. The registration of the name is a process, nothing more, and that process does not guarantee exclusivity. The business owner having registered the business name has no legal right to prevent others from using that name, nor does completing the registration process provide any entitlement to compensation if the name is used by someone else without authority.

So what do you own after registration of your business name?  It may surprise you that, you own nothing.

"That contract's not worth the paper its written on".  I understand that this is how people may feel, when they have  taken the time to make a contract, yet a dispute arises anyway.  Nevertheless this statement is rarely true, where a contract is properly drafted.

The point of a contract is to provide the parties to the contract, with a starting point, in case there is a  disagreement.  It is not the case that a White Knight will ride in, to put things right, when the terms of the contract are broken.  If the agreement is properly drafted there will be a good number of matters on which it is more difficult to have an argument.  Yet there will remain scope for an argument and it is up to you to enforce your rights.  You will see below there are things that you can do to make a dispute less likely.

Most transactions whether for the sale of property or a business include at least two or three important dates. These dates are:

1. The date that the contract is signed by the parties to that contract

2. The date that special conditions are satisfied

3. The date that the contract reaches settlement or completion. The completion date and the settlement date are different words, used to describe the same thing.

Which of these dates do authorities rely upon when determining the date of the sale?

Business owners must take care to ensure that they do not destroy value in their business by allowing things to go wrong at the very start of the sale transaction. There are some simple steps that can be taken by a seller to ensure that risks associated with a business sale contract are minimised.
Have you noticed that when the day starts badly it can be difficult to turn things around? You might not be surprised to hear that when things go wrong early in a business transaction it can be difficult to get the process back on track. It is wise therefore to invest some time, early on, making sure that you understand the process, on which you are embarking. Like first impressions, you don’t get a second chance.