contract race condition (delay in countersigning)

[Fred Bloggs]

Funnily enough, I've just accepted a new contract and it did come signed for me to countersign and send back. Thinking about it, I reckon my contracts have probably been about 50/50 signed and unsigned when I receive them. The way out is to give client A immediate notice of withdrawing from the contract and quoting no mutuality of obligation if required. IE- Client does not have to give you work and you don't have to do it. Is that latter thought a correct interpreation of MOO on my part? However, this strategy will burn your bridges.

[TheEagle]

Notice?

Whats the notice period in contract A? Normally I make sure all my contracts dont have a notice period for the first week, after which it moves to a month?

Are you inside or outside IR35 if outside most contracts have a clause saying you dont have to accept work from the client and also that the client is not obligated to give you work.

Could you give notice on contract A and just refuse any work during your notice period?

[SueEllen]

Nice of you to say. Actually describing an entirely hypothetical situation, one where contracts grow on trees, and a bit nicer than current reality.

By the way, people are talking about letters in the post? If you email them a scanned signed contract, then they can send it back scanned too on the same day.

Some people, and this is unfortunately not age dependent are luddites, and also don't realise that electronic documents are legal documents so will only put things in the post.

Also you should always give people a little leeway in times to sign contracts as they may be honest and feasible reasons why they can't sign the contract immediately or in 3 days.

[darrenb]

Seems a bit stupid of you to me.

Nice of you to say. Actually describing an entirely hypothetical situation, one where contracts grow on trees, and a bit nicer than current reality.

By the way, people are talking about letters in the post? If you email them a scanned signed contract, then they can send it back scanned too on the same day.

[SueEllen]

Depending where you are in the country unless you are sending your post by special delivery it can take a full week for a first class letter to be delivered.

I suggest that contractor finds another employee or a subcontractor to service the contract with client A.

[BolshieBastard]

This is a question for people who are equally proficient in contract law and concurrent programming.

Consider the following sequence:

1. Client A sends Contract A to Contractor. Contract due to start in 2 weeks.
2. Contractor signs it, sends it back, requests countersigning.
3. Client does not sign it, several days pass.
4. Client B sends Contract B to Contractor.
5. Contractor signs Contract B, sends it back.
6. Client B countersigns immediately and sends it back.
7. Contractor starts Contract B the next day.
8. Contractor notifies Client A of unavailability.
9. Client A signs Contract A.
10. Client A claims Contractor is in breach of contract.

Question is: does Client A have a legal case?

If so, it seems disadvantageous to the Contractor, because for a significant time he is committed to Client A, but Client A is not committed to him.

Seems a bit stupid of you to me.

Looks like you wanted your cake and eat it. Should have contacted client A to ask what was going on and if contract not returned in 48 hours, you'd be serving withdrawal and taking another role which was available.

[jmo21]

Why did you not notify Client A you were withdrawing before signing with Client B? Trying to keep your options open?

Seems to be me this could have been avoided, and you've not covered yourself in glory.

[centurian]

To prevent this, the contractor, should have entered the critical section placing an exclusive lock on the resource at the point that they signed.

When Client B requests the resource, they are blocked until

a) Contractor completes assignment and the resource becomes available (ClientB may be blocked for some time).
b) ClientA sends a rejection message and the resource becomes available
c) ClientB times out waiting.


From the non technical point of view, yes Client A has a case. The contractor has agreed to it. However, Client A is also committed. The lack of a signature does not mean that a contract is not in place - especially if it was their contract that they sent out in the first place. But there are normally so many get-outs on the client side anyway that it wouldn't matter if they did sign it.

[thunderlizard]

I think so, unless there's something in the contract to say it needs to be countersigned in order to take effect. It's a good idea to make sure you add this, because it can drag on for months if you're not careful. Alternatively you can send a note with the contract giving them a deadline to sign or all bets are off. Otherwise you basically need to make sure you've got enough staff to service all the contracts you're signing!


This is exactly why agencies don't sign contracts before they send them out. I always thought that was odd (if you're prepared to write a contract why aren't you prepared to sign it first), so I asked on here and DodgyAgent kindly put me straight. (I can't find the thread now).

[northernladuk]

Just for clarity... what's with the countersigning. Is that a request from you or was there space on the form requiring them to sign? How do you know they didn't sign when they got it but didn't get it sent back?

because for a significant time he is committed to Client A, but Client A is not committed to him.

You said a few days? Thats not exactly significant time especially with a postal strike imminent. Would be reasonable to assume they would keep hold until strike has cleared possibly (playing devils advocate here)

I would hazard a guess here that technically it will all come down to the exact time they signed and when you notified them of your withdrawal. If they fudge the date on the contract to be before you said no thanks I would say it's pretty cut n dry and it looks like you have been too quick to sign Contract B while A is still ongoing in a reasonable amount of time.

Maybe elaborate on the exact timings would help us?

it's interesting seeing all the contractual issues on here. I always thought a contract was only as good as the lawyer they have hired to enforce it. From what I see this never happens? Am I wrong in this assumption?

[darrenb]

This is a question for people who are equally proficient in contract law and concurrent programming.

Consider the following sequence:

1. Client A sends Contract A to Contractor. Contract due to start in 2 weeks.
2. Contractor signs it, sends it back, requests countersigning.
3. Client does not sign it, several days pass.
4. Client B sends Contract B to Contractor.
5. Contractor signs Contract B, sends it back.
6. Client B countersigns immediately and sends it back.
7. Contractor starts Contract B the next day.
8. Contractor notifies Client A of unavailability.
9. Client A signs Contract A.
10. Client A claims Contractor is in breach of contract.

Question is: does Client A have a legal case?

If so, it seems disadvantageous to the Contractor, because for a significant time he is committed to Client A, but Client A is not committed to him.