Full question:
I have a business to business service agreement with Brinks Security for a cash pick up/safe rental service. We have used the service for about 2.5 years. I want out of the contract. They want a hefty termination fee.The agreement was signed in our DBA name. We currently are no longer operating under that DBA name. The contract was also signed prior to our LLC even being established by law. I signed the agreement prior to becoming a legal member of the LLC. The 100% member at the time did not sign. Would the contract be null and void based on the above conditions?
- Category: Contracts
- Subcategory: Recission
- Date:
- State: Arizona
Answer:
The enforceability of your contract with Brinks Security depends on its specific terms. If the contract includes a clause stating that it is binding on successors, such as: “The rights and obligations of the parties to this agreement will be binding on, and will be of benefit to, each of the parties’ successors, assigns, heirs and estates,” then you may still be obligated to honor it.
Some courts interpret ‘successors’ broadly, meaning that if your business operations have continued in a similar form, you might still be bound by the contract. The legal definition of a ‘successor in interest’ generally requires that the party retains the same rights as the original owner without any change in ownership, indicating that only the form has changed, not the substance.
To determine your rights regarding contract termination, carefully review the contract terms. You may also want to negotiate with Brinks Security about ending the agreement. For further assistance, consider consulting a legal professional.
This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.