Calling all IT bods - legal issue
Discussion
Sorry for such a long post - Id appreciate some opinions/advice.
I have a client. Client X. And my web design company signed a contract with client X mid July.
The contract states
1) "Delivery and completion of the website has been estimated as three months, from the time that development work commences"
Elsewhere, the contract states
2) Client X reserves the right to cancel the contract if delivery and completion time significantly exceeds the estimated time through causes not attributable to client X"
Heres the deal:
1) We signed the contract mid July
2) We got a big deposit sometime thereafter
3) We played around with a design, a little. Achieved and agreed a design
Then:
4) At the very beginning of september, the project specification was emailed to us by the cilent. We had discussed it. Helped build it together. Even seen draft designs. But until that day, we had not been given the official finished working specification. It was a mammoth 60 page document, much of which had not been seen by me, none of it by my developers. It was explained that we would start work in 2 weeks. We needed that time to make a full and proper working plan.
In summary then: We were given the project brief at the beginning of september. And we told them we would start September 15th.
SO - two weeks after Client X emailed us the project specification, we started work. That is pretty much three months ago today! I have the email, and can proove that they sent it to us early in september. And I also have the emails stating that we would start work two weeks after it was received, mid september (3 months ago)
In my mind, Im thinking:
1) If we finish on friday, we will be bang on time (we should finish on friday)
2) The specification was only given to us in the beginning of september.
3) Development work only started mid september. Development is not design. They have web designers in their company, but are claiming we are trying to pull the wool over their eyes, by saying development means programming
The trouble is, the client is about to sue, and gave their last official warning this afternoon, stating that if the site is not finished by Tuesday, they will sue for breach of contract, losses in revenue (the site lets them sell advertising) and 100 other things.
They said they would go for the jugular, and bury me. They are a big company. And no, I cant talk to them. Physically, its impossible. Cant get a word in edgeways, and when I do Im not heard. There is absolutely no reasoning with the top man, who I deal with. (There is a parent company who owns this company, but they were CC'd in on the final legal threat, so I can only assume they have been fed whatever BS Client X wanted them to hear)
My points are: 1) We only started development 3 months ago, in september. The fact that we started the design work before september is neither here nor there. We were not given the spec till September. And development work started in september. Not August. And not July.
2) Development is programming. Not design. How could "development" work begin before the specification was given to us?
Help, anyone?
>> Edited by UKBob on Wednesday 14th December 20:15
I have a client. Client X. And my web design company signed a contract with client X mid July.
The contract states
1) "Delivery and completion of the website has been estimated as three months, from the time that development work commences"
Elsewhere, the contract states
2) Client X reserves the right to cancel the contract if delivery and completion time significantly exceeds the estimated time through causes not attributable to client X"
Heres the deal:
1) We signed the contract mid July
2) We got a big deposit sometime thereafter
3) We played around with a design, a little. Achieved and agreed a design
Then:
4) At the very beginning of september, the project specification was emailed to us by the cilent. We had discussed it. Helped build it together. Even seen draft designs. But until that day, we had not been given the official finished working specification. It was a mammoth 60 page document, much of which had not been seen by me, none of it by my developers. It was explained that we would start work in 2 weeks. We needed that time to make a full and proper working plan.
In summary then: We were given the project brief at the beginning of september. And we told them we would start September 15th.
SO - two weeks after Client X emailed us the project specification, we started work. That is pretty much three months ago today! I have the email, and can proove that they sent it to us early in september. And I also have the emails stating that we would start work two weeks after it was received, mid september (3 months ago)
In my mind, Im thinking:
1) If we finish on friday, we will be bang on time (we should finish on friday)
2) The specification was only given to us in the beginning of september.
3) Development work only started mid september. Development is not design. They have web designers in their company, but are claiming we are trying to pull the wool over their eyes, by saying development means programming
The trouble is, the client is about to sue, and gave their last official warning this afternoon, stating that if the site is not finished by Tuesday, they will sue for breach of contract, losses in revenue (the site lets them sell advertising) and 100 other things.
They said they would go for the jugular, and bury me. They are a big company. And no, I cant talk to them. Physically, its impossible. Cant get a word in edgeways, and when I do Im not heard. There is absolutely no reasoning with the top man, who I deal with. (There is a parent company who owns this company, but they were CC'd in on the final legal threat, so I can only assume they have been fed whatever BS Client X wanted them to hear)
My points are: 1) We only started development 3 months ago, in september. The fact that we started the design work before september is neither here nor there. We were not given the spec till September. And development work started in september. Not August. And not July.
2) Development is programming. Not design. How could "development" work begin before the specification was given to us?
Help, anyone?
>> Edited by UKBob on Wednesday 14th December 20:15
Speaking as a software engineer (allegedly my job 
), I'd say that requirements capture (which was part of your initial discussions with the spec) IS part of software development, as is design.
It sounds to me that you are talking more about programming than development.
BUT (<- big but), the client should have been made aware of this that the longer the requirements capture phase was taking, the less programming time you'd have and as a result the time scales were likely to slip (all depending on your original estimates).
I have no legal skills, but that would be my gut feeling.
>> Edited by Hanslow on Wednesday 14th December 20:26
), I'd say that requirements capture (which was part of your initial discussions with the spec) IS part of software development, as is design. It sounds to me that you are talking more about programming than development.
BUT (<- big but), the client should have been made aware of this that the longer the requirements capture phase was taking, the less programming time you'd have and as a result the time scales were likely to slip (all depending on your original estimates).
I have no legal skills, but that would be my gut feeling.
>> Edited by Hanslow on Wednesday 14th December 20:26
Don't try and talk to them - send the same argument (with the relevant points of the contract highlighted) by post and make sure the dates are made very clear.
I would also start looking for a contract specialist solicitor to help you out and make sure you get right on it.
From what I can gather by your statements here it would seem that your clients legal department went through the contract and found they could get what they wanted done for free if they pushed you. It is too late now to go back to when they handed you the specification but that is when you should have redefined the milestones and deadline dates and if necessary drawn up a new contract. It does not invalidate the contract that is already signed but I imagine things might be going a little more smoothly right now.
Best of luck and don't let them get you down.
I would also start looking for a contract specialist solicitor to help you out and make sure you get right on it.
From what I can gather by your statements here it would seem that your clients legal department went through the contract and found they could get what they wanted done for free if they pushed you. It is too late now to go back to when they handed you the specification but that is when you should have redefined the milestones and deadline dates and if necessary drawn up a new contract. It does not invalidate the contract that is already signed but I imagine things might be going a little more smoothly right now.
Best of luck and don't let them get you down.
You should seek legal advice, and in the meantime pull out all the stops to complete by the deadline that you believe to be the deadline.
Then when you deliver, and if they fail to withdraw their action, you can counter-sue them for breach of contract and failure to settle the invoice. If you win, you'll probably get your costs added onto the amount owed and you won't lose out.
Then when you deliver, and if they fail to withdraw their action, you can counter-sue them for breach of contract and failure to settle the invoice. If you win, you'll probably get your costs added onto the amount owed and you won't lose out.
No legal help, but I would argue that development (whatever they want to think that means)could not start proper until requirements sign off, which as you say was Sept. Although I will start work on a project, I will not commit to anything until I have a signed PID, and any dates on that PID are from the day it is returned signed.
Sounds to me like they just don't want to pay and are trying to frighten you off.
Good luck!
Paul
edited to add, sorry guys I was beaten to it, serves me right for starting to reply then going to get a drink, waffling to wife for too long and then returning to repeat what everybody else has said in the mean time.
>> Edited by gopher on Wednesday 14th December 20:33
Sounds to me like they just don't want to pay and are trying to frighten you off.
Good luck!
Paul
edited to add, sorry guys I was beaten to it, serves me right for starting to reply then going to get a drink, waffling to wife for too long and then returning to repeat what everybody else has said in the mean time.
>> Edited by gopher on Wednesday 14th December 20:33
I appreciate I may have missed something here but... "If we finish on friday, we will be bang on time (we should finish on friday)" (I assume 16th). Your client "stat(es) that if the site is not finished by Tuesday, they will sue for breach of contract, losses in revenue..."
By Tuesday, does your client mean yesterday (13th), in which case papers were probably served today, and posting here is a bit late? Or do they mean next Tuesday (20th), in which case the site will be completed by you before the debateable-for-later deadline day, and then we can move on to the next problems of sorting out the vendor client relationship?
IANAL but I do like throwing their sh!t back at clients when they try it on
By Tuesday, does your client mean yesterday (13th), in which case papers were probably served today, and posting here is a bit late? Or do they mean next Tuesday (20th), in which case the site will be completed by you before the debateable-for-later deadline day, and then we can move on to the next problems of sorting out the vendor client relationship?
IANAL but I do like throwing their sh!t back at clients when they try it on
Make them an offer?
It sound's like you have a serious problem (they can ruin you apparently?) so make them the following offer: (but sweeten it up a bit, they like to have their ego's massaged)
"I am a small business man (while you sir, you are in a different league) and i will have to declare bankcruptcy if you sue me, and you will never see the work that has been done and never see a penny back from your deposit.
If you choose not to sue me, i will complete your project a few days after you expected it, and maybe i can throw in some development work as a sign of good faith etc etc.
I know it may be a bit 'bull in a china shop' but if you are being honest about him being able to ruin you, why not...
It sound's like you have a serious problem (they can ruin you apparently?) so make them the following offer: (but sweeten it up a bit, they like to have their ego's massaged)
"I am a small business man (while you sir, you are in a different league) and i will have to declare bankcruptcy if you sue me, and you will never see the work that has been done and never see a penny back from your deposit.
If you choose not to sue me, i will complete your project a few days after you expected it, and maybe i can throw in some development work as a sign of good faith etc etc.
I know it may be a bit 'bull in a china shop' but if you are being honest about him being able to ruin you, why not...
They dont care about money. The parent company is one of the biggest companies in the UK (Id imagine)
They dont want their money back, they want to finish. Client X runs an outfit, and reports back to head office. The anger/aggression comes from client X, who would rather knock it on the head and blame me, than appear to be at fault in the eyes of head office (the parent company)
I was told today - "give us a date you can finish by, then thats it. If its not done, we are going straight to court". I said next tuesday. The site is actually finished, but there is no content online. We built a system which lets them upload their own content. We dont have the content!!
Hence we cant upload it. What we can do though (and this is what they want) is upload the pages (just blank pages) which we will do. We only need until Friday at the latest (its an evenings work) but I told them Tuesday, just to be sure.
They are the worlds biggest company in their industry, its all about advertising revenue. But
me, whats wrong with finishing in 3 months, as contracted to finish in 3 months, if we dont have the spec to start. Weve finished in 3 months, pretty much to the day (I will check dates, we might even be a day early - they see it as 2 months late) 
I got the local FSB chap round tonight, drove to the cashmachine, gave him £170 and signed up... they give free legal help. The contract is for a 5 figure sum of money and if I loose it, erm... im not sure what will happen, but it wont be cool bananas for me.
edited to add: Part of the reason im worried is my senior programmer upped sticks and moved abroad not long ago. The site is complex, he understands it best, and is finishing it in his spare time. Im in his hands, and without the control, im worried. Praps the more religious PHers could send up a prayer that all will work out peachy
Its the biggest responsibility combined with the least control and THE worst client relationship I have ever had. Each of the three things above multiplied to the 10th degree. I actually feel sick to my stomach with this one. Time for a beer then
>> Edited by UKBob on Wednesday 14th December 21:01
They dont want their money back, they want to finish. Client X runs an outfit, and reports back to head office. The anger/aggression comes from client X, who would rather knock it on the head and blame me, than appear to be at fault in the eyes of head office (the parent company)
I was told today - "give us a date you can finish by, then thats it. If its not done, we are going straight to court". I said next tuesday. The site is actually finished, but there is no content online. We built a system which lets them upload their own content. We dont have the content!!
Hence we cant upload it. What we can do though (and this is what they want) is upload the pages (just blank pages) which we will do. We only need until Friday at the latest (its an evenings work) but I told them Tuesday, just to be sure.
They are the worlds biggest company in their industry, its all about advertising revenue. But
me, whats wrong with finishing in 3 months, as contracted to finish in 3 months, if we dont have the spec to start. Weve finished in 3 months, pretty much to the day (I will check dates, we might even be a day early - they see it as 2 months late) I got the local FSB chap round tonight, drove to the cashmachine, gave him £170 and signed up... they give free legal help. The contract is for a 5 figure sum of money and if I loose it, erm... im not sure what will happen, but it wont be cool bananas for me.
edited to add: Part of the reason im worried is my senior programmer upped sticks and moved abroad not long ago. The site is complex, he understands it best, and is finishing it in his spare time. Im in his hands, and without the control, im worried. Praps the more religious PHers could send up a prayer that all will work out peachy
Its the biggest responsibility combined with the least control and THE worst client relationship I have ever had. Each of the three things above multiplied to the 10th degree. I actually feel sick to my stomach with this one. Time for a beer then
>> Edited by UKBob on Wednesday 14th December 21:01
Sounds like you've finished it to me ?????
Were they intending to give you the content to upload to the website? If so, then that's a failing on their part for not providing you with it. If not, then why not just give them it (unless 'next tuesday' was yesterday) and tell them how to upload their data that they have so far not given you.
Were they intending to give you the content to upload to the website? If so, then that's a failing on their part for not providing you with it. If not, then why not just give them it (unless 'next tuesday' was yesterday) and tell them how to upload their data that they have so far not given you.
carrera2 said:The deposit, the loss of business and revenue generated through advertising (a substantial amount of money!)
Can't help at all really I don't think.
What exactly will they sue you for though? The contract vale or the large deposit?
Im worried because the system needs testing, its only just finished (did you see the comments I added into my previous post?) I have no control over this, and in their eyes its already a few months late
UKBob said:
Can't help at all really I don't think.
What exactly will they sue you for though? The contract vale or the large deposit?
Im worried because the system needs testing, its only just finished (did you see the comments I added into my previous post?) I have no control over this, and in their eyes its already a few months late
I see - just read your eta...
I really don't know mate - I guess in your shoes I'd just finish the job as best as I could and hope to christ that IF they do go down the legal route the court has a good understanding of the case.
All I can do is recommend a good law firm but I'm sure someone will have a bit more experience in this kind of thing than me...
I'm not religious I'm afraid but the beer sounds good.
Ok, so the bottom line in all of this?
They don't care about the money, they just want it finished.
So...is it in their interest for you to start preparing for a court case..or would your time be better spent work finishing the website?
Tell them you can do either in a week, no probs!
They don't care about the money, they just want it finished.
So...is it in their interest for you to start preparing for a court case..or would your time be better spent work finishing the website?
Tell them you can do either in a week, no probs!
Sounds like a nightmare
Speaking as a complete non-lawyer, I think the major grey area here is the interpretation of development. You've already had some variations on here, so use that and give them the variation that best suits your needs
Good luck with it all. I don't envy your position and really do hope it works out for the best
Speaking as a complete non-lawyer, I think the major grey area here is the interpretation of development. You've already had some variations on here, so use that and give them the variation that best suits your needs
Good luck with it all. I don't envy your position and really do hope it works out for the best
F##K ME Rob, its no wonder you dont go to bed at night.
I work in the construction industry, so this may not help, but here goes. When we are under contract, the basic principal is that it (the contract) is signed against either a specification and/or a bill of quantities. (depends whether it is a 'design and build' job or not). If the quantities change, then you must still fulfill the contract but the final invoice can be re-measured at the agreed rates. However, if the specification changes then this allows a fundimental change to the basis of the contract, providing you write and tell them.
UK contract law is based on whoever has the last word. SO, they issue a new spec half way through, then you must write to them and say how it has altered the contract (time scales and cost etc). If you dont respond in writing to the change of spec then the law assumes that you have accepted the new thing that they have put in writing. This also applies if you had not seen a spec prior to signing the contract.
Its this sort of BS that means only lawyers get rich.
Put in writing why the new spec has altered the contract. Send it recorded delivery. Finish ON TIME (as far as you are concearned). Stick to your guns. My gut says that they are trying it on.
I work in the construction industry, so this may not help, but here goes. When we are under contract, the basic principal is that it (the contract) is signed against either a specification and/or a bill of quantities. (depends whether it is a 'design and build' job or not). If the quantities change, then you must still fulfill the contract but the final invoice can be re-measured at the agreed rates. However, if the specification changes then this allows a fundimental change to the basis of the contract, providing you write and tell them.
UK contract law is based on whoever has the last word. SO, they issue a new spec half way through, then you must write to them and say how it has altered the contract (time scales and cost etc). If you dont respond in writing to the change of spec then the law assumes that you have accepted the new thing that they have put in writing. This also applies if you had not seen a spec prior to signing the contract.
Its this sort of BS that means only lawyers get rich.
Put in writing why the new spec has altered the contract. Send it recorded delivery. Finish ON TIME (as far as you are concearned). Stick to your guns. My gut says that they are trying it on.
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