One of our customers has defaulted on the contract terms and owes us money. They are saying that our contract is invalid as there is a slight mistake in our company name on the contract. The contract clearly states our full company name but has UK in it, which is actually not in our registered name. The contract clearly states the corporation number and the registered address, both of which are fully correct. Does the customer have grounds to invalidate our contract?

  • 1
    Possible duplicate, but the answer is no, the customer has no grounds to invalidate your contract. See this answer, this, or this. Mar 5 '20 at 18:23
  • In general, providing a jurisdiction is helpful- I am guessing UK. But as @IñakiViggers said the answer is no.
    – Damila
    Mar 5 '20 at 19:19

Does the customer have grounds to invalidate our contract?

As mentioned in the comments, no, the customer has no grounds to invalidate the contract (see here, or here). It is extremely unlikely that your jurisdiction would be any different in this regard.

Even in the absence of a contract, your customer will be unable to overcome the fact that the situation would constitute a quasi-contract in which you have a valid claim of unjust enrichment. See Midwestern Cattle Marketing, LLC v. Legend Bank (5th Cir., March 3, 2020):

A legal "action for money had and received arises when [a party] obtains money which in equity and good conscience belongs to the plaintiff.". Money had and received claims "`belong[] conceptually to the doctrine of unjust enrichment.'" Unjust enrichment results from the "failure to make restitution [of benefits] under circumstances that give rise to an implied or quasi-contractual obligation to return those benefits."

(quotation marks and brackets in original, citations omitted)

The theory of *unjust enrichment is cognizable in many other jurisdictions, including the UK and Canada.

It is vexatious and dishonest for the customer to try to disavow its debt under pretext of the mistake of name in the contract.


The map is not the territory

Similarly, the document is not the contract; the contract is the relationship as a whole. If the person doesn’t think they are in a contract with your company; who do they think they are in a contract with?

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