Contractors' Questions: Did I have an oral contract?

Contractor's Question: I have recently been working for a client via an umbrella company and an employment agency. A couple of weeks after the contract ended, I received an email from the client requesting me to come in for additional work.

I spoke with my agent who then contacted the client and confirmed. I called my agent again, a couple of days before to confirm before I committed myself to travel and hotel arrangements and he confirmed accordingly. I requested this in writing, it never came.

I emailed the client the day before work was due to commence and they said that they expected to see me in the next day. I turn up the next day and was told they don't need me in until the following day. I then receive a call saying they don't need me in until next week and aren't willing to make a booking.

Although I have emails showing the clients request for me to attend on these days, I have no written evidence from my agency. I am now a few hundred pounds out of pocket for travel and hotel, but my agent says "I don't have a leg to stand on" regarding proving what he said.

I want to know; is there any way I can claim back my expenses/time from the agency for breaching our verbal contract? Any advice would be really appreciated.

Expert's Answer: It's certainly possible to make a contract orally that is valid and enforceable. The question is whether one was, in fact, made in the said-circumstances.

Essential requirements of a contract:

Consensus - sometimes broken down into offer-acceptance-communication of acceptance. The point here is that you have to be able to show that there was a point of time at which there was clear agreement between the parties as to all the material terms of the contract. Here, it seems the work, the place, the date and the rate were all probably agreed - and that may well be all that was needed.

Consideration - each party must put something into the deal. Here, the individual is putting his work in, and the agency is paying

Intent to be legally bound - this is where it may well fall down for you. The facts that the individual asked for confirmation in writing, and that such confirmation never came, seems to me to suggest that there may well not have been an intention to be legally bound; otherwise, why did the individual, you, ask for confirmation? And why did the agency not send it, if the agency did in fact intend to be legally bound?

Moreover, given the client said 'yes we are expecting you', the contract (if there was one) for the work was (it seems to me) never intended to be between the client and you.

One might argue that the client accepted the contract on behalf of the agency - certainly that is theoretically possible - although I think as an argument it is more likely to fail than to succeed. When emailing the client the day before work was scheduled to start, did you say that you were still awaiting written confirmation from the agency?

It may, of course, be that sight of the various emails could disclose details which could change my view; but at present, I'm pessimistic. And the reason for that is the difficulty of showing that the arrangements actually got far enough to amount to a contract.

Answer provided by Roger Sinclair, a legal consultant at Egos , a contract advisory firm.

Wednesday 14th Oct 2009