"Going legal" over an exhibition space...
Discussion
Interesting one which I'd like some opinions on please.
We had a stand at an exhibition last year and during the break down at the end they're always giving it the hard sell for next year, reserve your stand now with a discount and cancel within 14 days. One of our sales guys put our name down, we knew nothing about it until recently when they are chasing us for £15k. The sales guy no longer works for us which means any emails about it went unread.
We had no intention of exhibiting again as it was awful and a complete waste of money. Surely only a Director/Shareholder or someone with some standing in the business would have to commit to £15k spend, not just a sales guy signing a form put in front of his nose?
I've said we're not doing it, they've offered to move the spend over to advertising and I've resisted, they're now "passing it on to their legal department" - I said get stuffed but in a polite way.
Wondering whether I'm going to end up with having to ultimately stump up or not.
We had a stand at an exhibition last year and during the break down at the end they're always giving it the hard sell for next year, reserve your stand now with a discount and cancel within 14 days. One of our sales guys put our name down, we knew nothing about it until recently when they are chasing us for £15k. The sales guy no longer works for us which means any emails about it went unread.
We had no intention of exhibiting again as it was awful and a complete waste of money. Surely only a Director/Shareholder or someone with some standing in the business would have to commit to £15k spend, not just a sales guy signing a form put in front of his nose?
I've said we're not doing it, they've offered to move the spend over to advertising and I've resisted, they're now "passing it on to their legal department" - I said get stuffed but in a polite way.
Wondering whether I'm going to end up with having to ultimately stump up or not.
I used to deal with this in the US so wondered if it was the same for the UK. ChatGPT seems to think it is.
. If They Sign on Behalf of a Business or Organisation
No Binding Authority
The company may not be legally bound by the agreement, because the person had no authority to act on its behalf.
The contract might be declared void or unenforceable against the company.
Possible Ratification
The company can later “ratify” (approve) the agreement if it chooses — making it valid retroactively.
Until then, the other party is in a grey area and may not be able to enforce the contract.
Personal Liability
The person who signed may be personally liable for any losses or obligations.
This is especially true if they misrepresented their authority (i.e., claimed to be authorised when they weren’t).
. If They Sign on Behalf of a Business or Organisation
No Binding Authority
The company may not be legally bound by the agreement, because the person had no authority to act on its behalf.
The contract might be declared void or unenforceable against the company.
Possible Ratification
The company can later “ratify” (approve) the agreement if it chooses — making it valid retroactively.
Until then, the other party is in a grey area and may not be able to enforce the contract.
Personal Liability
The person who signed may be personally liable for any losses or obligations.
This is especially true if they misrepresented their authority (i.e., claimed to be authorised when they weren’t).
I own an exhibition design and build company (28 years we have been trading for clarity) and I hear this on occasion.
Some shows the following year are literally sold out before the show of that year and the pressure to sign for a space is often 12 months or so in advance.
My 2p worth is an employee has unfortunately signed an agreement (and the organisers aren’t to know or care he didn’t have authority or brains) and as a company you are legally in for whatever costs are now due. The only option is to try and discuss the situation with the organisers or I would wager sadly if you leave it legal letters will drop through the door and you will probably end up paying more than you want to at this point in time.
I have been in a similar position (with a company I own that exhibits rather than builds) and only managed to dodge a large bill because the show was cancelled - and I tried to cancel one day after the cooling off period, the organisers just didn’t want to know and presented me with a cancellation invoice of 50% of the space cost - and I was also the official stand builder!!
Good luck, will be interesting to see what happens.
Some shows the following year are literally sold out before the show of that year and the pressure to sign for a space is often 12 months or so in advance.
My 2p worth is an employee has unfortunately signed an agreement (and the organisers aren’t to know or care he didn’t have authority or brains) and as a company you are legally in for whatever costs are now due. The only option is to try and discuss the situation with the organisers or I would wager sadly if you leave it legal letters will drop through the door and you will probably end up paying more than you want to at this point in time.
I have been in a similar position (with a company I own that exhibits rather than builds) and only managed to dodge a large bill because the show was cancelled - and I tried to cancel one day after the cooling off period, the organisers just didn’t want to know and presented me with a cancellation invoice of 50% of the space cost - and I was also the official stand builder!!
Good luck, will be interesting to see what happens.
AB said:
Interesting one which I'd like some opinions on please.
We had a stand at an exhibition last year and during the break down at the end they're always giving it the hard sell for next year, reserve your stand now with a discount and cancel within 14 days. One of our sales guys put our name down, we knew nothing about it until recently when they are chasing us for £15k. The sales guy no longer works for us which means any emails about it went unread.
We had no intention of exhibiting again as it was awful and a complete waste of money. Surely only a Director/Shareholder or someone with some standing in the business would have to commit to £15k spend, not just a sales guy signing a form put in front of his nose?
I've said we're not doing it, they've offered to move the spend over to advertising and I've resisted, they're now "passing it on to their legal department" - I said get stuffed but in a polite way.
Wondering whether I'm going to end up with having to ultimately stump up or not.
Companies can only act by human agents. A director (not a shareholder) has authority to bind his company. An employee may have authority to bind - it depends. We had a stand at an exhibition last year and during the break down at the end they're always giving it the hard sell for next year, reserve your stand now with a discount and cancel within 14 days. One of our sales guys put our name down, we knew nothing about it until recently when they are chasing us for £15k. The sales guy no longer works for us which means any emails about it went unread.
We had no intention of exhibiting again as it was awful and a complete waste of money. Surely only a Director/Shareholder or someone with some standing in the business would have to commit to £15k spend, not just a sales guy signing a form put in front of his nose?
I've said we're not doing it, they've offered to move the spend over to advertising and I've resisted, they're now "passing it on to their legal department" - I said get stuffed but in a polite way.
Wondering whether I'm going to end up with having to ultimately stump up or not.
Some employees are expressly or impliedly authorised by a company to bind it. Some are put in a position by a company such that it appears to third parties that they have authority to bind the company (even though they don’t) - this is called apparent or ostensible authority. Whether an employee has that sort of authority and so can bind the company in any given set of circumstances is a fact-sensitive question. Tl;dr: it depends.
And finally where someone doesn’t have authority to bind a company but wrongly purports to, the company can after-the-event adopt the excess of authority by ratification. This binds the company to the third party.
By the sound of it you’re in the territory of ostensible/apparent authority. No clear or obvious winner on either side; either side has scope to be difficult. Do a deal in the middle or be prepared to invest time and money in a fight.
BlackTails said:
Companies can only act by human agents. A director (not a shareholder) has authority to bind his company. An employee may have authority to bind - it depends.
Some employees are expressly or impliedly authorised by a company to bind it. Some are put in a position by a company such that it appears to third parties that they have authority to bind the company (even though they don t) - this is called apparent or ostensible authority. Whether an employee has that sort of authority and so can bind the company in any given set of circumstances is a fact-sensitive question. Tl;dr: it depends.
And finally where someone doesn t have authority to bind a company but wrongly purports to, the company can after-the-event adopt the excess of authority by ratification. This binds the company to the third party.
By the sound of it you re in the territory of ostensible/apparent authority. No clear or obvious winner on either side; either side has scope to be difficult. Do a deal in the middle or be prepared to invest time and money in a fight.
This ^^^Some employees are expressly or impliedly authorised by a company to bind it. Some are put in a position by a company such that it appears to third parties that they have authority to bind the company (even though they don t) - this is called apparent or ostensible authority. Whether an employee has that sort of authority and so can bind the company in any given set of circumstances is a fact-sensitive question. Tl;dr: it depends.
And finally where someone doesn t have authority to bind a company but wrongly purports to, the company can after-the-event adopt the excess of authority by ratification. This binds the company to the third party.
By the sound of it you re in the territory of ostensible/apparent authority. No clear or obvious winner on either side; either side has scope to be difficult. Do a deal in the middle or be prepared to invest time and money in a fight.
It sounds like the trade show got a 22 year old kid to sign a document. No one in their right mind could possibly think a 22 year old had authority to sign without validating it.
Let them know you will not be attending and they are welcome to their time in court where they will have to stand behind this predatory practice to get a junior employee to sign a now non-binding contract.
Let them know you will not be attending and they are welcome to their time in court where they will have to stand behind this predatory practice to get a junior employee to sign a now non-binding contract.
h0b0 said:
It sounds like the trade show got a 22 year old kid to sign a document. No one in their right mind could possibly think a 22 year old had authority to sign without validating it.
Let them know you will not be attending and they are welcome to their time in court where they will have to stand behind this predatory practice to get a junior employee to sign a now non-binding contract.
A 22 year old sales person who the OP was presumably OK with when flogging stuff to customers?Let them know you will not be attending and they are welcome to their time in court where they will have to stand behind this predatory practice to get a junior employee to sign a now non-binding contract.
There are 22 year olds signing much bigger deals.
OutInTheShed said:
h0b0 said:
It sounds like the trade show got a 22 year old kid to sign a document. No one in their right mind could possibly think a 22 year old had authority to sign without validating it.
Let them know you will not be attending and they are welcome to their time in court where they will have to stand behind this predatory practice to get a junior employee to sign a now non-binding contract.
A 22 year old sales person who the OP was presumably OK with when flogging stuff to customers?Let them know you will not be attending and they are welcome to their time in court where they will have to stand behind this predatory practice to get a junior employee to sign a now non-binding contract.
There are 22 year olds signing much bigger deals.
h0b0 said:
Selling something and having the authority to sign for company are very different things.
Authority to commit a principal to contractual obligations of supply of goods or services can be separate from authority to commit a principal to a contractual obligation to pay for goods and services. That doesn’t mean that an employee who only has one can be assumed by a third party not to have the other though. The scale of the sale obligations vs the purchase obligations may be relevant. And previous dealings with the third party may be relevant.
The fact that the employee here was 22 is irrelevant; there are, after all, plenty of 22 year old (and younger) company directors.
Based on this thread….
Any employee can sign anything and can be held to it. I’m going to get my Amazon delivery driver to sign the bust of Sanchez from Bezos yacht.
I know there are 22 year old directors. I was a managing Director at 22. Is that peak PistonHeads?
I said no one would take the word of a 22 year old without validating. No one at a show would take a random signature without finding out if the person signing had authority to do so. If they did, they would be knowing they would get into some difficult conversations and they would muscle their way through.
I said earlier in the thread I had experience of authorized signatures in the US. Well, I have direct experience of trade shows and having to tell employees not to sign anything the scum bag hosts stuck under their nose. It was a known “trick” back 20+ years ago and is clearly still being used today.
Any employee can sign anything and can be held to it. I’m going to get my Amazon delivery driver to sign the bust of Sanchez from Bezos yacht.
I know there are 22 year old directors. I was a managing Director at 22. Is that peak PistonHeads?
I said no one would take the word of a 22 year old without validating. No one at a show would take a random signature without finding out if the person signing had authority to do so. If they did, they would be knowing they would get into some difficult conversations and they would muscle their way through.
I said earlier in the thread I had experience of authorized signatures in the US. Well, I have direct experience of trade shows and having to tell employees not to sign anything the scum bag hosts stuck under their nose. It was a known “trick” back 20+ years ago and is clearly still being used today.
HoHoHo said:
My 2p worth is an employee has unfortunately signed an agreement (and the organisers aren t to know or care he didn t have authority or brains) and as a company you are legally in for whatever costs are now due. The only option is to try and discuss the situation with the organisers or I would wager sadly if you leave it legal letters will drop through the door and you will probably end up paying more than you want to at this point in time.
An employee signing does not bind the company, only a director can do that. Wait for the court papers, remember silence is also not acceptance.
AB said:
The sales guy no longer works for us which means any emails about it went unread.
Perhaps also make sure your employee exit process involves redirecting their emails to someone who can read them. 
You might also have missed out on sales leads or deals they had been working on.
h0b0 said:
I said earlier in the thread I had experience of authorized signatures in the US. Well, I have direct experience of trade shows and having to tell employees not to sign anything the scum bag hosts stuck under their nose. It was a known trick back 20+ years ago and is clearly still being used today.
The fact that you told your employees not to sign things shows that you thought there was a real risk that the document would bind your company. The OP asked for opinions on a potential legal issue. I’ve given mine. Chat GPT a dose of incredulity aren’t a basis for sound advice, I’m afraid.
As a sidebar, one of the hot topics in my area at the moment is the reliance on AI in our work. A few AI models have a tendency to fabricate things, and people have adopted that output without checking. They’ve been censured heavily as a result.
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