Consignor Will Not Retrieve Goods After Contract Expiration

[knk]

My question involves business law in the state of: PA

I accepted some pieces of furniture from an acquaintance for resale on consignment basis, and I am having some trouble getting the owner to take back the unsold items and follow the contract.

We have a written agreement, somewhat informal over e-mail. I am not incorporated, just a restoration craftsman with occasional outside consignments.

In my original proposal I offered to take half the items with a standard commission rate, and the other half I offered prices to simply purchase them outright. At that time I offered an immediate cash pay out for the items I would buy, and the regular consignment items standard pay-out later after I resold them less my commission.

The owner agreed to all the prices and commission rates but asked if I would hold onto the immediate $ from the purchase items so she could use it as store credit toward my other sale items. I agreed to this.

Now that the consignment has expired she does not want to take her unsold consignment items back, and because she has not used the store credit I granted her for the items I was to purchase, she wants more $ for them than we originally agreed. To further complicate the matter, I no longer want one of those buy-out items and would like her to take it back along with the unsold consignment items.

When I ask her to take back the consignment items, she either ignores my requests or gives me excuses for not taking them back. She asks me to keep trying to sell them for her. I have already sent her e-mail notification of the expiration of the contract and a request to take back specific items I refused to retain on consignment.

I neglected to include the usual standard clause in the contract that would pass title of the items to the shop if the owner did not reclaim them in a specific amount of time after the consignment expired. Did I make a mistake in leaving this out?
Do I have to keep storing the unsold items for this consignor, and if so for how long? what steps would I take to get her to reclaim and remove her property? and if she does not do so, does she retain ownership? or is there a time limit? what can do with the property to remove it?

If I originally agreed to purchase a portion of the items myself but the buyer never accepted payment, am I still obligated to purchase all of those items, and can I still hold the owner to the original agreed upon prices if they are not yet paid for?

I am sorry this is so complicated. This is my first time posting here.

[Mr. Knowitall]

The fundamental problem is that you don't have a good contract for consignments, either in general or in this specific case.

Consider getting a suitable contract.

To clarify your rights, it may necessitate your having this person sign a renewed consignment agreement on your new contract form, with clearly articulated rights and duties including what you may do with property that is not retrieved within a reasonable, specified time after the conclusion of the contract term.

I am not in a position to tell you if your purchase agreement remains binding, as I do not know the full facts. Why, for example, this person has not accepted payment, or their position on the purchase agreement and whether it remains in effect.

[jjevans]

I would check with your state to see how long assets are considered "abandoned." After that length of time, you can do whatever you want with them. It won't matter if you included that in a clause of the contract. Your future contracts should include a specific amount of time to keep them and an option for them to donate it away after a specific amount of time if they decide not to pick it up. Most people are really giving it away if it doesn't sell. You will experience many times this event happening unless the furniture is really valuable to them. One of the hassles of doing business in the consignment business; especially with heavy, bulky objects such as furniture.

[knk]

Thanks for the responses. Normally I do have a good contract with specific terms that I use. I only accept a couple of consignments per year- I am not a full-time consignment shop.

It's just that in this particular case, I drew up a personalized contract for this consignor because some of the items were purchase items, not consignment, and because part of the deal was that I would pick them up and transport them from multiple locations to my location.

In my zeal to get all of that into the contract, I simply made a mistake and left out the abandonment clause.

I called my state's abandoned property program to ask them about it, but they said that I just stick to my usual store policy.
However, I know from word of mouth that this particular consignor has challenged the store policy of other local businesses in court. I don't want a problem with her & would rather just find a way to rid myself of the stuff in a way that she has no recourse or get it back to her. I'm not sure how to do that without her cooperation.

I can't find any info anywhere that says things like this become "abandoned" after a specific time period. That would help a lot. The abandoned property programs of the states seem to indicate that there is no such thing (anymore?). Does anyone know?

When I called the state, they said that it was only abandoned if I was unable to contact the owner and did not know their current address, and in that case I could sell the items by other means (auction liquidation) and if unable to pay the consignor the proceedes, I would send that $ in to the state treasury.

Basically, in that case, the contract is expired, the consignor did not claim the goods but still owns them, so I am free to rid myself of them by selling them at any price I am able to realize, I give up my commission (I think?) for the purpose of simply liquidating the stuff, and whatever $ comes of them after that is simply either forward to the owner if possible, and if not possible it's forwarded to the state to hold on the owner's behalf.

As far as the so-called "purchase" items, it looks like I would just have to pay her for those. If she challenged me in court, the court would just award her that $ anyhow if I didn't give her those items back or if she won't take them, I did agree that ownership passed to me already and have not paid her for them yet, even if it's because she won't use her store credit. It is still a failure of consideration, isn't it?

The store credit also is payable to the state treasury in cash as "abandoned property"- it's like a store gift card, which is covered by abandoned property law.

So I'm thinking I'll just cut her a check for the "store credit" she never used for the items I was to purchase from her, and see if she cashes it. If she doesn't, I send it to the state & am no longer responsible for at least that part of it.