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Aenean Cras Tortor

Can a director close and remove his company from companies before action of breach of contract?

There are circumstances in which a director can be liable for the debts or obligations of his or her company. For background, see: https://en.wikipedia.org/wiki/Piercing_the_corporate_veil

I hired a tradesman who operates through a Limited Company (a "one man band") - the company is not VAT registered. The work was fixed price but there have since been some additional work which would normally be paid under Time & Materials. I have paid an interim invoice which was sent before the company was dissolved. The tradesman has still been delivering against the fixed price (plus additions) and sometimes brings additional workers (it is not known if those workers are employees of the tradesman's company. Since the company is dissolved, am I obliged to pay any futher invoices? The tradesman did inform me that his company might be dissolved. The estimate and quote were on company headed paper and the emails from an email account matching the name of the company

For instance: debts can be assigned from one company or person to another, and it may be that the dissolved company assigned the debt to the individual before dissolution.

We have paid a deposit for an item and will pay the balance in a day or so, but I just read that the company was dissolved in 2016.

Before paying anything, you should ask the payee which person or legal entity you are supposed to be contracting with. Depending upon the answer you get and the rest of the circumstances, it may be sensible to get additional assurances.

We are a social enterprise looking to engage with a web development company to create a custom dashboard for our website users. The design of the dashboard and its functionalities will be unique and will be key for competitive differentiation. Also, the same dashboard will be replicated for similar websites that our social enterprise will launch in the near future (I have heard about problems with web designers with licenses for use of the custom web application). In this case the web applicatiion will a new variation What type of agreement should we have to be able to acquire and protect the source code (website's function and design)? Is an NDA adequate? Is there anything else that needs to be done?

An NDA will not be sufficient here. Usually, an NDA will place obligations of confidentiality upon one or both parties, but will not assign or license IPR.

IPR is really the key to this. In order to prepare a web development agreement, you need to know what are the ingredients of the website (e.g. the CMS, application development framework, code libraries, etc), who is the owner of the rights in those ingredients, and the extent to which they can be assigned or licensed to you.

In a web development agreement giving the customer maximal rights / protections, I would expect to see:

(i) an assignment of all the IPR in any new work produced by the developer in the course of performing the contract;

(ii) a licence of any “background” IPR which existed before the contract started and is used elsewhere by the developer; and

(iii) direct or indirect licences of any third party (inc open source) materials.

The level of protection you will get from a contract containing these elements will however depend upon the relative proportions of the types of IPR, and the exact terms of the licences.

These IPR-related protections may be combined with contractual restrictions and non-competition clauses, although these do need to be drafted carefully to ensure they don’t fall foul of the restraints of trade doctrine or other aspects of competition law.

For a web developent covering teh different approaches to IPR, see:


(Although NB I don’t think this includes contractual non-compete restrictions.)

If we sign a contract and cancel it within 12 hours are we bound by it? It was signed by a business consultant whose business card was a different company to the company that we signed the contract with.

There is no general rule in English law that a contract may be cancelled within a short period following signature. There are some specific circumstances where a “cooling-off” period may apply (eg B2C distance or doorstep contracts), but they are the exception not the rule. It’s not clear to me how the business card may affect the legal position.

In any case, if there is a significant amount of money at stake here, you should take advice from a solicitor. There may be something about the circumstances of the contract that leads you to having some special rights here.

A company we installed some shutters for have not paid; we subsequently found out the company applied to be dissolved (shortly before the installation) and was formally dissolved (shortly after the installation). At no point were we advised of the above. How can they apply to be dissolved and then trade afterwards?

You should consider rights against the directors, rather than the company, as there is now no company to sue.

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