Recording the identity of the parties accurately in your subcontract is the easiest part of writing your contract. It really doesn’t matter who they are.
In English law you are free to contract with just about anyone (as long as they have legal capacity).
For building contracts (full or letter of intent), the contractor is the company that must do the work. The client, employer or purchaser is the company that must pay.
It is almost impossible to persuade a court that you have named the wrong company and that you made a mistake. If you have prior dealings or correspondence pointing to the correct company you may be ok but generally the identity of the parties needs to be accurately and clearly spelt out.
In addition to the legal aspect, the identity of your subcontractor is a matter of practicality. As tempting as the white beaches may seem, a company with its registered office in the Turks and Caicos Islands is hard to contact and even harder to sue.
Avoiding common errors
To ensure your contract names the parties correctly, you should:
- Use the correct company name, especially if it is part of a large group of similarly-named companies
- Insert the company number and registered office for a limited company, the trading address for partnerships, the full names and addresses of individuals, and any separate address for notices (including emails)
- Check which people are authorised to sign the contract
- Using these details, either print or email a copy of your contract and arrange for both parties to wet-sign or use electronic signing platforms like DocuSign or Adobe Sign.
What should you do?
The best time to sort out the identity of the parties is when you are asking for or providing a tender, proposal or quote. Be really clear who you are dealing (and getting to a deal) with!
This post is based on a chapter in each of the books in the series on Construction Contracts in Just 500 Words (Chapter 10 for letters of intent and Chapter 8 for consultant appointments, collateral warranties, small works contracts and subcontract agreements). Each of these chapters also illustrates the perils of getting it wrong, based on a real-life case study, as well as how you can write it simply.
