Contract still valid?

[Drawweight]

A bit of background.

I'm a franchise milkman and have been for many years. I was looking through some old papers and found my franchise agreement dated 1992 (the only franchise contract I've ever signed)

Amongst other clauses it states 'The franchise operator undertakes to purchase and collect all his requirements of milk from the supplying Depot named in Part 4 of the schedule'

Now this named depot no longer exists, in fact the dairy I started with no longer exists having been bought over. I collect my milk from a completely different depot.

I am assuming that my franchise agreement has carried over to the new company but would the part about the depot no longer existing invalidate the contact or does the fact that I moved depot's without complaint mean that I have accepted an 'alternative' contract even though it was never put in writing?

[PurpleMoonlight]

I would say that whether or not the written contract is still live would depend on how the business was acquired by the people you are currently dealing with.

Is there an issue now that prompts this query?

[Actus Reus]

The contract stands I'd say on the basis of its continued performance by both parties.

[JustinP1]

Contracts don't need to be formed or varied in writing.

An oral agreement stands, or even a contract can be shown to be formed by a patten of work built up between two parties.

However, my spidey-sense tells me that you are possible asking for a specific reason, and that the general comments above may not cover your specific reason for asking.

[Drawweight]

No urgent reason but the dairy has for years shown no commitment to the doorstep side of things, preferring to concentrate on the big supermarket contracts.

Amongst the latest is the stopping of canvassers which is essential to 'top up' the round allowing for people who move away/cancel/die.

As retirement is approaching I'm concerned that my job won't last out till then and am looking at other options.

Amongst the options is a franchise with a local dairy who are much more pro active regarding obtaining new customers. It is possible that I get offered a franchise with them. This franchise is outwith my own district but obviously if I could rearrange that area to include the customers I have at present that would be advantageous.

I have a 12 month no competition clause in my contract but if it can be said that the contract is not valid anyway then would that clause be non valid as well?

[Actus Reus]

Non compete clauses are Breadvan's stock in trade so I'll defer to him, but if the contract as a whole was invalid then you don't need to worry about it IMHO. Is the non compete worded well? From what little I know it needs to be geographically limited or it won't be enforceable. Furthermore if they're not committed they might let you off just so they can let you go. As I say though BV's the man - to comment effectively I'd suggest we need to see the clause(s) in your agreement.

ETA: On the evidence I think the contract may still be valid, but I'd also note that a 12 month non-compete seems quite lengthy, though again, that's more for BV to comment on.

Edited by Actus Reus on Tuesday 21st July 11:21

[JustinP1]

Drawweight said:

I have a 12 month no competition clause in my contract but if it can be said that the contract is not valid anyway then would that clause be non valid as well?

You will have a contract, but it would depend whether that contract is based on the 1992 franchise agreement you signed.

A more practical issue is playing the scenario out...

You've just found the 1992 agreement and therefore been reminded about the non-compete clause, but will the new owner of the dairy have a copy of the same document?

They might never know. You might ask them for general clarification of your contract with them, and find out your position from their response.

That avoids the whole issue on whether it is enforceable.