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Directors Warning!

As a director, do you know the risks surrounding your personal liability? 

It is a well-known principle that a limited company is a separate legal entity and distinct from its directors or shareholders. As such, the company will normally be treated as solely responsible for the debt it incurs and the obligations it enters into. 

This article will highlights some of the main ways in which a director may find himself personally liable for the debts and obligations of his company, in particular the principle outlined in the case of Contex Drouzhba Ltd v Wiseman [2007]. 

A Will That Means Business

In short, terms and conditions agreement (T&C) set out the rights and responsibilities of the provider of a service and the beneficiary/user of that service. It effectively forms a legally binding contract between both parties and will often include details such as an explanation and definition of key terms, the legal limitations, duties, rights and responsibilities of all parties.

Standard terms and conditions agreements are often favoured by many new businesses – it does not involve instructing lawyers and is a quicker process, but do they cover you and your business needs adequately?

wills and probate e-signatures

What are terms & conditions (T&C), and why should your business have them?

In short, terms and conditions agreement (T&C) set out the rights and responsibilities of the provider of a service and the beneficiary/user of that service. It effectively forms a legally binding contract between both parties and will often include details such as an explanation and definition of key terms, the legal limitations, duties, rights and responsibilities of all parties.

Standard terms and conditions agreements are often favoured by many new businesses – it does not involve instructing lawyers and is a quicker process, but do they cover you and your business needs adequately?

Where There’s a Will…

A couple of weeks ago, our attention was drawn to a survey conducted by Exizent. The survey found that 23% of people die without a Will and most do not leave their affairs in order; 71% of solicitors said that at least half of their clients died without putting their affairs in order; and 95% of probate professionals rely either entirely or somewhat on information from their clients to verify assets and liabilities.

Communication is Key

In our latest article on debtors and how to deal with them, Else Solicitors’ Laura Charles looks into the importance of communication in the legal process. 

Director guarantees/personal guarantees

When you supply a limited company, do you ask one or all of the directors to sign a personal guarantee?

If you have a signed Personal Guarantee, then you can pursue the director personally. This will only really get you your money back if the director themselves have cash or assets so we would always advise ensuring you do your due diligence and familiarise yourself with the financial status of any director you wish to engage in this way.

Debtors And Their Details

We at Else Solicitors have pulled together some things to consider before starting a claim. In Part 3 of our series, we discuss Address Details. Where your debtor is an individual or sole trader and you are not 100% sure of the address details you have, it may be wise to consider instructing us to perform a trace. We do not offer this service ourselves but will request this from a third party tracing agent and the cost is reasonable with many agents offering a no trace no fee service.

Debtors, Trading Entities and Making a Claim

Do you know your client’s correct trading entity? Have you been invoicing your client correctly?  Tying in with the “Know your Debtor” series, making sure you are invoicing correctly plays an important part should the relationship with the customer take a turn for the worse and end up at the Court Proceedings stage.  We have had instances where clients have been invoicing their debtors as a limited company (when they are not) or not as a limited company (and they should be).  

“From the initial consultation, through to selling my property, the Property team at Else Solicitors have been professional, proactive and most importantly have kept me updated at all times. Their attention to detail ensured that every aspect of the sale was meticulously handled, alleviating any concerns along the way. Else’s ability to explain complex legal concepts in a clear and concise manner was greatly appreciated and helped me feel confident in any decision making. I cannot thank the team enough for their hard work, professionalism, and dedication throughout this process. I would recommend Else Solicitors to anyone.”

Callum Campbell, MD Brilliant Hygiene Services Ltd

“Kathryn, it has been a pleasure working with you and we will certainly recommend you to friends and family. Many thanks for your wonderful support to myself, my husband and mother-in-law for all the work conducted on our LPA's for property and financial affairs and health and welfare.”

Happy Wills & Probate Client

“My husband and I engaged Else and Co. in the sale of our home after a couple of earlier and very positive experiences with the company. The sale process was non standard owing to the nature of the deal, the long history of the property and the requirements of the buyers. The team handled everything in a confident, capable, timely and transparent manner right through to a successful closure. We appreciate expertise when we see it, particularly when it is local. We wouldn’t hesitate to reach out to Else and Co. again.”

Chris & Alison Stephenson

“I was advised at a preliminary court hearing that I should engage with a solicitor for legal assistance on my court case. I researched Else solicitors and had an initial call to discuss my case, which I was impressed with. I engaged with their services and worked with Chris throughout the matter. He was impeccable with his communication and quick to respond. As a result of his hard word, Chris successfully resolved the matter through negotiation saving future legal fees and avoiding the need to attend the final court hearing. I would highly recommend Else’s services for future business legal requirements.”

Dispute Resolution Client

``I wish to express my sincere appreciation for the excellent service provided to me by Kathryn Caple and an Else Solicitors team. I could not have completed my father’s estate and his Will processing without their
kind help while I am leaving in USA.

Kathryn is one of the shining examples of professionalism, caring and knowledgeable person. She listened, advised and kept me informed throughout the process dealing with my father’s estate. I am very pleased with the quality, responsiveness and extensive legal expertise of Kathryn.

A massive thanks to Kathryn and Else Solicitors Team! I would highly recommend their service.

On my personal note, I really enjoyed working with Kathryn. I could not be more satisfied.”

Rakesh Mishra U.S.A.

``Thank you Kathryn for all that you have done to render an unpleasant process more palatable. I do appreciate the compassion you have shown throughout.”

Wills & Probate Client

``Thank you so much for all your help. You’ve really gone above and beyond and made this whole process much easier.”

Wills & Probate Client

``I would like to thank Kathryn for her support and guidance throughout this protracted procedure of settling the affairs of my relative. My family and I appreciated your endless patience”

Mr Terry Wills & Probate Client

``I used Else Solicitors recently to do my probate work, having had excellent service previously on some house sale matters. Kathryn Caple, their head of probate was exceptionally efficient and knowledgeable. I had total confidence in the expertise I was being provided and the work was completed in a very timely manner. Feedback was continuous and I was totally satisfied by the outcome``

Russell Jeans Probate Client

``We are very pleased with the service Else Solicitors provided for us. We had retentions that were overdue (circa £40K), the Main Contractor had missed the payment date on their Payment Certificate, when chased we were told that they couldn’t pay for another couple of months due to cashflow, we had been in similar situations before, having been given payment plans that weren’t met, and then companies go into liquidation.

I looked on the Internet and filled in Else Solicitors web enquiry form, A member of the team called me back and talked through the various options, which I took away to discuss internally with my business partner. We agreed the plan of action which Else's team executed swiftly and efficiently, dealing with all correspondence received from the Main Contractors Solicitors, our monies were received in our bank within 2 weeks.

Can’t recommend Else enough!``

Construction Client Construction - Retention Monies

``I would never hesitate in using their services again and in recommending them to other professionals.``

Angelica Duncan Director - Chameleon School of Construction

``Else have a great ability to handle complicated cases in a pragmatic manner, focusing on the commercial and practical impact for the client.``

Liz Strama CEO - HR Protected

``Smith Cooper work with a handpicked selection of law firms across the UK where our accountancy matters require expert legal advice. We refer specific corporate, litigation and insolvency cases to Else Solicitors because of their technical experience, flexible and professional approach and their efficient way of working. We have established close working relationships with the team at Else over a number of years.``

Dean Nelson Partner - Business Recovery & Insolvency - Smith Cooper

``I appreciate the attention I received and your professional service and whilst I don’t wish for a similar situation I would have no hesitation in using your services again.``

Debt Recovery Client

``Thank you Else Solicitors and in particular Laura Charles for another successful outcome this week in the recovery of our bad debt. We don’t get them often but it’s a huge relief and comfort to know we have your friendly but extremely professional firm always there ready to help with very little notice. It’s an absolute pleasure working with you and here’s to many more successful years. Thank you!``

Debt Recovery Client

``A massive thank you to Laura and the rest of the team at Else solicitors.
We had some issues retrieving monies owed from a previous contractor for the past 2 years, and the team really did go above and beyond.
From our point of view, it was money very well spent as within 2 weeks full payment was made by the contractor who previously had a very stern view of not paying.
Laura and her team battled many emails with the contractors solicitors, all of which was included in the price.
A massive thank you once again! Would highly recommend!``

Debt Recovery Client

``I would like to extend my thanks to Chris and the team at Else Solicitors for their support and guidance over my recent purchase of Ethical Property Partners England and Wales.
Chris and his team,have been professional and supportive throughout and where needed have been prompt in their responses, often at late notice.
I was really pleased with their approach to helping myself and my Business Partner Paulene navigate the pages and pages of contracts and break them down into plain English where needed!
I'm looking forward to them being able to help with the next step of sorting our Shareholder agreements!``

Amanda Jarvis-Doyle Ethical Property Partners (Property Consultant)

``We provide international shipping services to customers and following the non-payment of an invoice, we instructed Else Solicitors to seek recovery of this.

Proceedings were issued and the case proceeded to a final hearing. We cannot thank the team enough for the work put into this case as the final judgment was in our favour and we recovered the debt in full, plus a portion of our legal costs.

The Team explained each step of the process to ensure our understanding of the case and provided updates at every opportunity. We were very pleased with the final result and the support received on the run up to the hearing.

We would not hesitate to use their services again.``

Ian Hardie Sales Director at Smart Directions Limited.

``Laura and the team have become an excellent asset to our finance department over the last year. They have helped us recover debts in full from 2 particularly difficult payers that we had no hope of recovering ourselves! They make the process simple and easy to follow, and always have a quick, helpful reply when we need something clarified. I would recommend Else Law to anyone who needs additional help with pursuing uncooperative customers because so far they have a 100% success rate with us!``

Debt Recovery Client

``A huge thank you to Laura and Elselaw for assisting in recovering monies owed on a 12-month-old invoice. Even though our business is based in Australia, we were impressed how quickly they assisted with our enquiry and put us at ease given the international element to the litigation.

We would highly recommend any business based outside of the UK, who has a troublesome UK client, to consider using Else Solicitors (Laura!) to resolve their issue quickly and efficiently.”

John Morgan, Director of Forensic Instinct

“The Else Debt Recovery team have done an excellent job in keeping us organised and on track over the past 18 months and the Commercial Dispute Resolution teams input has been a great help in recent months, dealing with the more problematic situations, including collection of the largest debt by speaking directly with the MD and owner of the debtor company, taking the heat out of that situation”

Debt Recovery Client

“We want to thank Kathryn and the team for their dedication and professionalism in dealing with our matter. We are all extremely grateful for your efforts”

Wills and Probate Client

``Forté Lubricants a division of Illinois Tool Works Ltd is a manufacturer and supplier of petrol and diesel-operated engine additives and has 40 years of experience helping and advising UK garages improve vehicle engine performance with our range of products.
Most of our debt recovery is done in house, however, we sometimes require Else to recover debts on outstanding invoices by one off buyers to the value of £500, resulting in Else recovering the money in full in less than 30 days.

Having a well-known reputable company in Else at the end of a phone is reassuring. We have found that since we have been using Else to recover debts, we have saved time, money and most importantly their expertise means that the debt is almost always recovered.

Else offer an outstanding service which we have used for over 5 years. We would thoroughly recommend their service without hesitation.``

Lisa Griffin Debt Recovery Client
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