Legal Question in Business Law in New York

Garbage Disposal Contract

In January 2002 my wife and I purchased my father's business, at which time we disolved the existing company and created an LLC.

We recently called to cancel our sanitation service. At this time we were informed that in 2001, the then secretary had signed a 5 year contract.

My wife and I were unaware of this contract or we would have cancelled.

The sanitation service says that since we didn't cancel the contract, and continued receiving their services that the contract is legally binding.

Also back of contact reads:

Miscellaneous: The Agreement will be governed by the laws of the state in which services are performed, and is binding on the successors and heirs of both parties. This Agreement supersedes any prior Service Agreement between Contractor and Customer for locations or services covered by this Agreement. If Customer should move during the any term, and the new location is within the contractor's (including subsidiaries) service area, the Agreement shall remain in effect. A fax signature of any party shall be considered to have the same binding legal effect as an original signature.

Please help,

thanks.


Asked on 7/02/03, 5:41 pm

2 Answers from Attorneys
David Slater David P. Slater, Esq.

Re: Garbage Disposal Contract

When you purchased the business you did not have to assume the liabilities. If you did you are stuck. Speak with your father.

Since you are a new business you are not a successor or heir.

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Answered on 7/02/03, 5:58 pm
Gary Adelman Adelman Matz, P.C.

Re: Garbage Disposal Contract

I would need more information, however, it is possible that a) since you are a actually a new company, you are no longer bound by the contract and b) if a secretary signed it, and she is not authoirzed to enter into those types of agreements, it may be invalid as not having an authorized signatory.

This communication is for informational purposes only and is not intended to create an attorney-client relationship or any other type of relationship, which, under the policies of Gary Adelman, Esq. , can only be created by execution of a formal retainer agreement.

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Answered on 7/02/03, 6:21 pm


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