Unpaid Invoice

[Safe Collections]

I don't intend to argue that it's good business practice to work without a signed contract and you clearly have an infinite amount more experience than me at collecting debts but my understanding is that an unsigned contract can still be legally binding depending on the actions of the parties involved.

That is also our understanding, the trick is successfully arguing the point in court.

For example, if you park in a car park and buy a ticket then you are agreeing to be bound by the terms and conditions of the contract even though you have not signed it. Likewise if you buy an item in a shop, a contractual relationship is formed with no signed contract.

Contracts - Overview
RTS Flexible Systems v Muller [2010]


In NetContractor's case there was a contract document, even though it wasn't signed so there may be an argument that the client had accepted it. Even if no contract had existed, you could claim that an implied contract exists through "Course of Dealing"

Comparing the situation to buying a car park ticket may be a little simplistic but we take your point. However we wouldn't like to argue that point in court and we are far from being laymen (or women).

Regardless of the existence or otherwise of a valid, signed contract, it could be argued that there is an implied contract under common law that could be taken to read that ownership of the goods is not passed to the client until the final payment is made.....

We would argue that in the absence of a signed contract it would be easier for the OP to argue this point, rather than try and convince the court an unsigned contract is actually in force. The work was done and now needs to be paid for, to quote an annoying marketing meerkat, simples.

I can see how a debt collectors wouldn't want to get involved in this one for a fixed fee because it's a bit messy and it's probably much easier to take on straight forward cases which are a slam dunk. If I was NetContractor then I'd give it a shot and take them on in small claims court...

No we would take this on, it is a fairly straight forward claim. As previously stated we are well used to dealing with these types of situations and lets face it, this is unlikely to be the last contractor getting stiffed on a final payment from an agency!

However the fact remains the OP would have been in a far stronger position now had the contract been signed at the start.

If I was NetContractor then I'd give it a shot and take them on in small claims court...

As would we

[Wanderer]

You could try this, but it is extremely unlikely to yield any results. Contracts need signatures. Without a signature a contract is worthless.

I don't intend to argue that it's good business practice to work without a signed contract and you clearly have an infinite amount more experience than me at collecting debts but my understanding is that an unsigned contract can still be legally binding depending on the actions of the parties involved.

For example, if you park in a car park and buy a ticket then you are agreeing to be bound by the terms and conditions of the contract even though you have not signed it. Likewise if you buy an item in a shop, a contractual relationship is formed with no signed contract.

Contracts - Overview
RTS Flexible Systems v Muller [2010]


In NetContractor's case there was a contract document, even though it wasn't signed so there may be an argument that the client had accepted it. Even if no contract had existed, you could claim that an implied contract exists through "Course of Dealing"

Regardless of the existence or otherwise of a valid, signed contract, it could be argued that there is an implied contract under common law that could be taken to read that ownership of the goods is not passed to the client until the final payment is made.....

I can see how a debt collectors wouldn't want to get involved in this one for a fixed fee because it's a bit messy and it's probably much easier to take on straight forward cases which are a slam dunk. If I was NetContractor then I'd give it a shot and take them on in small claims court...

[BolshieBastard]

Sorry....I did ask the question before, but didnt fully explain, so just started a new thread.

All MY code was produced using MY hardware and Development software. It was tested on my clients site, and deployed by ME to their client. My companies standard terms of engagement (barring a seperate contract) state that all IP is mine until the work is paid for.

Er, but you stated before the client didnt sign a contract!

Sorry, but yet again, this is what happens when people work without a contract. I see lots of posts on here from people saying it hasnt bothered them as the client 'always pays them.' Well yes, until it goes tits up, normally meaning the client has stopped or refused to pay an invoice.

[Safe Collections]

You can either take them to court or get a debt collector to pursue them after you have sent out your late invoice letters and warning letters.

Make sure from now on any communications you have with them over the "problems" are in writing. Do not engage with them on the phone.

Very sound advice for anyone with a disputed invoice, always in writing, never, ever over the phone! If it comes down to court action you will need to present the discussions as evidence.

There is a debt collector guy who posts on here from Safe Collections. Do a search and PM him.

That's us

Bottom line, you still have an agreement even without a signed contract. Previous payments also help reinforce the contractual ties between the parties as would any discussion around the engagement conducted by email prior to commencement.

What you do not have without a contract is any agreed route to the resolution of any issues, be they around the work itself, ownership of intellectual property or payment.

You could argue by letting you continue they've accepted the terms of the contract.

You could try this, but it is extremely unlikely to yield any results. Contracts need signatures. Without a signature a contract is worthless.

The one line in your post that really concerns us is:

Several contractors came and went from the project; each one had trouble getting the final invoice paid.

We would wager that if you spoke to these other contractors, each one will have a similar story. Some "issue" with the work provided that meant the final invoice was either unpaid or heavily discounted.

It sounds to us like the company in question makes a habit out of withholding final payments and creating spurious disputes. The problem is without a contract you may be left with the choice of settling for less or risking more in legal action.

You can find a selection of our template letters on ContractorUK here just edit the text to fit your needs.

[SueEllen]

You can either take them to court or get a debt collector to pursue them after you have sent out your late invoice letters and warning letters.

Make sure from now on any communications you have with them over the "problems" are in writing. Do not engage with them on the phone.

Some companies/people are very good at playing the court system, so you need to decide for yourself whether using a debt collector would be better.

There is a debt collector guy who posts on here from Safe Collections. Do a search and PM him.

[BlasterBates]

Fairly simple of process of sending them reminders for failing to pay the invoice and threatening to take them to court. I wouldn't bring the licencing into it, just an unnceessary complication especially if they say they're not going to use it. Best just push for payment not return of goods, that will do you no good whatsoever.

[Sockpuppet]

You could argue by letting you continue they've accepted the terms of the contract.

[northernladuk]

Sorry....I did ask the question before, but didnt fully explain, so just started a new thread.

All MY code was produced using MY hardware and Development software. It was tested on my clients site, and deployed by ME to their client. My companies standard terms of engagement (barring a seperate contract) state that all IP is mine until the work is paid for.

Did the client sign your terms of engagement? Have you read your contract in detail to see if it is covered there?

[NetContractor]

Sorry....I did ask the question before, but didnt fully explain, so just started a new thread.

All MY code was produced using MY hardware and Development software. It was tested on my clients site, and deployed by ME to their client. My companies standard terms of engagement (barring a seperate contract) state that all IP is mine until the work is paid for.

[stek]

Isnt the code normally owned by clientco, since it's done on their site, with their equipment? I'm not a coder, but I'm sure all the contracts I've had any intellectual property is owned by clientco...

[eek]

has this exact question been asked just recently? 4 hours notice owning of the code until paid...?

Yes by the same original OP here

[moggy]

has this exact question been asked just recently? 4 hours notice owning of the code until paid...?

[NetContractor]

Does anyone know where I stand.

I worked for a software house as a contractor June 2011 - June 2012. At the start of the contract I requested a signed contract from the client. I submitted a contract to them which I got from the PCG, but they never signed it. However they continued to pay my invoices and accept my timesheets each month.

I appreciate that I should have been more forceful and insisted on a signed contract. However, each month the timesheets where authorized, invoiced, and paid.

During the contract, we deployed to a large client in London. The Clients UAT infrastructure was different to that which we were deploying in development, and there where identified performance issues. The consultancy recognized this but put performance testing off until we got into a production environment.

Several contractors came and went from the project; each one had trouble getting the final invoice paid. I thought I had a good relationship with the client.

I was taken off the project with 4 hours notice, after which I submitted my final timesheet and invoice. The manager authorized the invoice but the director failed to pay it. When it was overdue I queried the payment and got told that there were performance issues.

I answered some of their questions, but each one brought more questions from them. In the end I offered to help them further AFTER payment of the invoice.

The invoice is now 3 weeks OVERDUE. They have paid nearly 20% last week, but still have over £6000 outstanding.

I have informed them that I own all rights to my code until the invoice is paid in full, and that if they fail to pay the invoice I will have to inform the end client that the software is not fully licenced as the consultancy have failed to pay for it.

It looks like the consultancy is trying to withhold my invoicie (which was for development work) until I fix their performance issues (for free).

Does anyone know the legal standing on any of this?

Thanks.