Contract validaity
ATI
(Querist) 14 March 2012
This query is : Resolved
Hi Sir,
I had issued a contract to a seller in India to ship the consignment to a buyer in New York. I were acted as a trade intermediary in the contract. The seller accepted the contract and signed under Sellers column in contract, and I had signed under my company name. Now the buyer refused to accept the goods. The seller told me that he will hold me responsible for the losses incurred to him. I had also mentioned in the contract that Our company will not be resposible for any losses incurred to the buyer/seller as a consequence to this contract. Also we had mentioned the arbitration area as NEW YORK. Clause as : Any disputes will be settled in New york under arbitration laws. Please let me know the legal side of this.
Thanks in advance..
Deepak Nair
(Expert) 14 March 2012
What is your position in this contract?? Are you a middleman or C&F agent???
ATI
(Querist) 14 March 2012
Dear Sir,
I am a middle man in this contract.
Thanks in advance
ajay sethi
(Expert) 14 March 2012
contact a local lawyer . since there is a dispute between you and seller it will be referred to arbitrartion .
Deepak Nair
(Expert) 14 March 2012
If it is expressly agreed by and between the parties that you will not be liable for any loss arising out of buyer seller transaction, then that can be a strong defence for you.
Any way, you need to appoint a lawyer to represent you. As agreed in the agreement, the place of arbitration proceedings will be in US.
ATI
(Querist) 14 March 2012
Dear Sir,
My company and sellers company is in India. The buyers company is in NEW YORK. Buyer has refused to accept the shipment. I had made the contract stating that My company is not responsible for any loss incurred to sellers or buyers. Will that help? Or The arbitration I kept is in New York if there is any dispute as a clause. Will that help? Or should the arbitration filed in New York as per contract?
Many Thanks in Advance
ATI
(Querist) 14 March 2012
Thanks for the instant help Experts. Great website.
Deepak Nair
(Expert) 14 March 2012
As per the aarbitration clause, the arbitration can be initiated in New York only.
As stated above, it is advantagous to you if the parties have agreed to your non-liability clause.
But, if there is any contradictory clause, such as inidemnity clause by which you indemnified the other party (Seller in this case), then it will be against you.
In such a situation, it is difficult to forsee the outcome of the arbitration proceedings if initiated.
Was it a tripartrite agreement involving you, buyer and seller together?? if yes then what are the liabilities on part of the buyer??
Other query is that what was the reason for rejection of the order??
many questions pops up in reply to your query. Thus, it is advisable to appoint a lawyer to handle the case smoothly.
ATI
(Querist) 14 March 2012
Dear Sir,
The orders were rejected since the shipments arrived late in New York. The contract were in FOB basis. The contract were between me and seller. There were no inidemnity clause. The contract were approved ,signed and sealed by the seller. These contracts were send to the seller as scanned copy and seller signed the contract and send to me in a scanned format. Also the contract is made in company letter head. There were no stamp paper involved in the transaction.
Thanks in advance.
Guest
(Expert) 14 March 2012
Dear ATI,
Depends totally on the terms of each individual agreement between you and the seller, and between you and the ultimate buyer.
You have not made any mention about terms of different agreements. It is not understood, in whose agreement you mentioned that your company will not be resposible for any losses incurred to the buyer/seller as a consequence to the contract?
ATI
(Querist) 14 March 2012
Dear Sir,
The Purchase contract to the seller to which I had mentioned that My company will not be responsible for the losses incurred to the seller/buyer as a consequence of the contract. I had made this contract as per the purchase order received from the ultimate buyer.
Thanks in Advance
Deepak Nair
(Expert) 14 March 2012
In that case, the fault appears to be on part of the seller as they failed to provide delivery on given time.
I feel that you have a strong case in your hand.
But the contract signed by you lacks legal validity as the contract needs to be signed by both the parties in original.
Anyway, you are not at all any fault and / or loss in the present issue.
ATI
(Querist) 14 March 2012
Dear Sir,
If the contract needs to signed both the parties in original means the scanned copies does not have any legal validity. That means the seller wont be able to put up a case against me. Am I right?
Or can I conclude that the contract is void.
Thanks in advance.
Guest
(Expert) 14 March 2012
The clause entered in to the contract with the seller, as stated by you, can ensure appropriate protection to your company.
Raj Kumar Makkad
(Expert) 15 March 2012
Digital signature have similar value as of original as per India evidence Act. If seller had made direct contract with you and you were buyer under a contract with him then the arbitrator shall be appointed in India and there is no role of the subsequent purchaser from you if he refuses the late sent delievery. The dispute is between your seller and you only.
ATI
(Querist) 15 March 2012
Dear Sir,
I think digital signature and signature in a scanned document are different. Correct me if am wrong.
Also in contract I had mentioned the buyer name and address. I have not signed under the buyers name. Instead of signing the buyer send a purchase order.
Thanks in advance.
Deepak Nair
(Expert) 15 March 2012
Your understandig is right.
Anyway, the loss/damage is cuased due to the fault on part of the Seller for which they cannot hold anybody else liable.
ATI
(Querist) 15 March 2012
Dear Experts,
Thanks for your input.
I am also eager to know the legal validity of the contract document since the seller signed the scanned copy send by me and returned to me by again scanning the document.
rajeev sharma
(Expert) 15 March 2012
MR. ATI, I went through your quarry and advice of experts. With due regards to all my friends, all advice are based on assumptions and presumptions Pl contact a good advocate with all your documents and seek advice
JT Rajasuriya, Chennai
(Expert) 15 March 2012
This is not a joke. The seller appears to have suffered a huge loss. If he has fulfilled his part of the contract properly, then yourself (acting on behalf of the buyer(latently or patently)) shall be responsible to make good the loss suffered. You cannot escape by showing trivial reasons. Moreover, if you try to prove that the contract is invalid ... there is every possibility that a criminal complaint is given for cheating.
ATI
(Querist) 16 March 2012
Dear Sir,
The seller has already sold the item to another buyer without getting the NOC from us. The seller has suffered loss but its already stated the legal liability to them. Also I we were not the buyer for the consignment but were acting as a broker for the same. Also we were also lost a lot of business due to the late arrivals of the shipment. So the loss were on both sides.
Thanks in advance.
