Liability to honour 'quote/proposal' for website

JCR1987

Hi folks,

I'm re-visiting a discussion i raised a few months back regarding a dispute we had with a website design company from whom we obtained a quote/proposal for a website re-design.

The Story

Before i started with my new company they'd had a quote for web design work to be carried out. This quote detailed a payment plan over 24 months at a set amount each month; then with ongoing management fees indefinitely.

Shortly after the quote/proposal was received our finance manager set up a standing order mandate to pay the monthly amount, which had been happening for the past 7 months or so. In that time little or no work had been carried out by the web designers, who cited that they were waiting for us to provide them with more information to proceed with the site design, even though they already have lots of resources available. Literally all they had done was to take a few pictures and mocked up a front page image - nothing else.

On looking into this further, we had never signed an actual contract of works, but have merely commented that we were happy with the design.

The Questions

- Are we 'legally' obliged to fulfil this agreement?
The design company state that we have agreed and commissioned them to carry out the work because we confirmed in an email that we were happy with their proposal for the website redesign and that our finance manager had commenced payments to this effect.

All we have by way of a contract is the proposal they emailed over to us, which detailed the payment terms and which had a page for a signature to agree to the proposal - which we never signed.

Essentially, we just want to move on. We have made an offer of comprimise to the web company by offering to upgrade our email hosting services if this can be amicably resolved. They are pushing for the entire project to be fulfilled and paid for.

My viewpoint is that we did not officially agree to anything - we merely gave our opinion that we were happy with what they had proposed. The fact that our finance manager had commenced the standing order certainly didn't help, but surely that doesn't constitute a binding contract does it?

Any insights you guys may have are most welcomed before i take my next step.

Thanks,
JR

cono1717

Ideally you need to speak to a solicitor regarding this. However one question a court will likely ask is "If you never agreed to the contract, why'd you pay 7 payments of the amount detailed in said contract to them".

JCR1987

The 7 months payments were set up in error by the finance manager who 'presumed' a signed agreement had separately been returned.

He commissioned the payments on the back of an email he received internally with the quote/proposal attached which contained the payment details.

Marktheshark

A verbal contract is only worth the paper it is written on.
Cancel the standing order.

naedanger

JCR1987 wrote: »

Hi folks,

I'm re-visiting a discussion i raised a few months back regarding a dispute we had with a website design company from whom we obtained a quote/proposal for a website re-design.

The Story

Before i started with my new company they'd had a quote for web design work to be carried out. This quote detailed a payment plan over 24 months at a set amount each month; then with ongoing management fees indefinitely.

Shortly after the quote/proposal was received our finance manager set up a standing order mandate to pay the monthly amount, which had been happening for the past 7 months or so. In that time little or no work had been carried out by the web designers, who cited that they were waiting for us to provide them with more information to proceed with the site design, even though they already have lots of resources available. Literally all they had done was to take a few pictures and mocked up a front page image - nothing else.

On looking into this further, we had never signed an actual contract of works, but have merely commented that we were happy with the design.

The Questions

- Are we 'legally' obliged to fulfil this agreement?
The design company state that we have agreed and commissioned them to carry out the work because we confirmed in an email that we were happy with their proposal for the website redesign and that our finance manager had commenced payments to this effect.

All we have by way of a contract is the proposal they emailed over to us, which detailed the payment terms and which had a page for a signature to agree to the proposal - which we never signed.

Essentially, we just want to move on. We have made an offer of comprimise to the web company by offering to upgrade our email hosting services if this can be amicably resolved. They are pushing for the entire project to be fulfilled and paid for.

My viewpoint is that we did not officially agree to anything - we merely gave our opinion that we were happy with what they had proposed. The fact that our finance manager had commenced the standing order certainly didn't help, but surely that doesn't constitute a binding contract does it?

Any insights you guys may have are most welcomed before i take my next step.

Thanks,
JR

I suspect it might be worth you speaking to a solicitor about the problems you are having since trying to argue you have not agreed a contract may not be your best option for getting a solution to your problems.

According to wikipedia a contract needs an offer, acceptance, intention to create legal relations, and consideration. My guess is you have entered a contract but it will obviously depend on what exactly was said and done. (I do not believe they will need a signature if they have other evidence you accepted their offer e.g. the email.)

agrinnall

Given that you have already paid 7/24ths of the fee which I can't see that you will ever recover why don't you just let the work go ahead?

JCR1987

Thanks guys.

Surely to commission the work to go ahead the wording of the email should be an instruction - not just opinion that we were happy with the design they mocked up on the proposal?

unholyangel

naedanger wrote: »

I suspect it might be worth you speaking to a solicitor about the problems you are having since trying to argue you have not agreed a contract may not be your best option for getting a solution to your problems.

According to wikipedia a contract needs an offer, acceptance, intention to create legal relations, and consideration. My guess is you have entered a contract but it will obviously depend on what exactly was said and done. (I do not believe they will need a signature if they have other evidence you accepted their offer e.g. the email.)

That all depends (like you said) on what was said/done.

Its possible to have acceptance through conduct but still not have a legally binding agreement if there was no formal/signed contract - but it basically comes down to the intention to create legal relations caveat. In that if its subject to contract or conditional upon signed contract being returned then no contract exists until those conditions are fulfilled regardless of what else transpires.

unholyangel

JCR1987 wrote: »

Thanks guys.

Surely to commission the work to go ahead the wording of the email should be an instruction - not just opinion that we were happy with the design they mocked up on the proposal?

As naedanger said, it all depends on what was discussed and whether a legally binding agreement exists.

But in future it may be wise to have the person responsible for contractual negotiations/ordering to include in communications that its subject to contract or subject to terms being provided in writing and being returned signed.

That enables you to negotiate without inadvertently accepting an offer.

You could of course argue they're in breach with the length of time theyre taking but it would be a lot easier and clearer if you had specific terms stipulating the period for performance etc. As others have said, you may need professional advice for this because as a business, you simply do not have the protection that consumers do.

naedanger

JCR1987 wrote: »

Thanks guys.

Surely to commission the work to go ahead the wording of the email should be an instruction - not just opinion that we were happy with the design they mocked up on the proposal?

As I said it will depend on what exactly was said and done. If all you said was you were happy with the proposal and then when they commenced work you said "hold on a minute we haven't agreed to accept your proposal" that would be one thing. If on the other hand you have been discussing the work and paying them for seven months, then I would have thought that was quite another. In summary I repeat it will depend on what exactly was said and done.

JCR1987

Ok, so if it may depend on what was said, via email or verbally - my outlook is that we never positively gave any instruction. Yes, potential formats for the site were discussed, opinions were provided on preferences for the site.

It seems there are a few factors going against us (all before i started unfortunately):
- The conversations that went beforehand to discuss the possible site requirements;
- Our approval of potential design styles;
- The commencement of payments based merely on a quote (a quote which was way overpitched for what we require).

When i came into the business and saw the potential cost of the proposal, my first reaction was to baulk at what was being proposed and suggested we look around before committing to anything. At this stage i was unaware that the standing order had already been set up a few months prior.

I'll take a look through the email trail to see if there's anything else i have missed, but think i'll be seeking a bit of legal advice on our obligations one way or the other. If it works out we have to stick with the proposal then i'll have to try and find an amicable resolution