Notice of Intended Court Action

[Wanderer]

I dont know if the fact that they continued to accept my services after I issued a contract constitutes acceptance of the contract.

In my opinion they have accepted the contract - it doesn't need to be signed.

The client has said he will call me on Monday...so lets see where I get to.

Time to have a hard talk with them. Give them a verbal ultimatum, payment immediately or you will take legal action.

[psychocandy]

THe last comment was helpful. I will contact Egos and see where we can get to.

In fairness I asked several times for a contract. BUT they never sent me one. I Sent him a contract in August 2011, that was basically the PCG contract. I asked him to sign it, but he never did....But each month they continued to pay my invoices.

I dont know if the fact that they continued to accept my services after I issued a contract constitutes acceptance of the contract.

The client has said he will call me on Monday...so lets see where I get to.

Wondering whether client didnt sign contract because they had a plan that when it suited them they could let you go and try not to pay the last month.

[AussieDigger]

You are absolutely right I think on a few fronts.

You do own the intellectual property on your work until final payment is made and that only vests with the client upon completion of the contract.

If this is the agent messing around then definitely go direct to the client. A contract with an agency can be circumvented if the end client, the beneficiary of the services, is refusing to pay. Having said that, an agent cannot refuse to pay you if the client does not pay them - its illegal.

Sounds like you have established a pattern of payment on your invoices and if these line up with the terms of the contract, even if the client has not signed the contract, a contract can be affirmed by way of conduct. That is, if they conduct the arrangement in line with the contract, the contract is deemed more than likely to have been affirmed by them because at no time did they repudiate it. In essence, they have offered consideration in exchange for services.

One thing to make sure of is you have time sheets to support your work and that these were submitted to the client for sign off or that you have evidence that you submitted invoices and these were received and accepted for processing.

You can issue a 'cease and desist' letter to them that they are estopped from using the work products you have provided until payment is made and that the services of a debt collection agency will be engaged to pursue collection of the monies. You really only want to sue for breach of contract, which this clearly is, but you have to show some means of recovery of the outstanding debt and then you advise you will sue to seek a CCJ against them against the contract. Watch how quickly they move when that happens.

You're not obligated to demonstrate you have removed the code from your systems before payment is made either.

[Safe Collections]

Did the OP include terms and conditions on each invoice? That would also potentially make a lot of difference, as they have paid invoices, they could hardly claim to be unaware of such terms.

T&C's on your invoices are less than useless in the event of any kind of dispute as they are post contractual.

We would agree with Northern & Gentile working without a contract is risky at best, foolhardy at worst.

Any important areas need to be agreed by both parties in writing prior to the start of any engagement. If the OP had a solid contract outlining at what point ownership of the code transferred a majority of the current issues would likely be moot.