I am a computer consultant and have an open contract
with a business
attorney to provide computer services on an regular basis. The contract has an annual expiration date. In short, I am providing regular monthly services (i.e. tech support, system maintenance, website maintenance, etc.) on a discounted rate in exchange for a contract that is locked in for a year.
I have been working with this attorney for about four years and he has abruptly decided he would like to hire another computer consultant and terminate our agreement. He is now asking me to work with another consultant in order to transition his system to a cloud-based computer platform.
I recently sent him an e-mail with the following:
While your move to <> does not surprise me, the timing does. You and I do not have an at will employment agreement. Our contract is set to expire on April 1, 2012.
Section 3 states:
The Consultant shall provide the services for a period of twelve months, from April 1, 2008, through April 1, 2009. The term shall automatically renew for successive twelve-month periods unless either party gives written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term...
I take these annual contracts seriously as this is my primary business and I use them to plan for revenue and cash-flow. The parameters for the contract are that I offer a discounted rate on an "unlimited" service contract in exchange for a contract with an annual expiration. I also routinely offer additional services to my contract clients such as the website development and web programming at no additional cost as a retention measure.
Our agreement does not call for an immediate transition to another consultant without due notice. Please advise on how you plan to handle this.
His response was:
Hand over the keys to <> immediately.
The contract includes a provision for arbitration as follows:
... the parties irrevocably agree that any claim hereunder against the other party shall be decided by final and binding arbitration pursuant to the Streamlined Arbitration Rules and Procedures and the U.S. Arbitration Act, 9 U.S.C. Sec. 1 et seq. The parties will select a single arbitrator (or one will be selected for us if we cannot agree) who shall be a former judge or attorney with substantial experience in resolving business disputes. The arbitrator may not award damages exceeding or inconsistent with Section 12 (Limitations of Remedies & Liabilities). The arbitrator's decision shall be in writing. The parties will share the costs of the arbitrator equally. We will arbitrate any issue regarding the types of claims to be arbitrated. Arbitration may be compelled and an arbitration award enforced by any court of competent jurisdiction
There are no questions of performance on my side of the contract. My client has simply decided to take another course of action without consulting me.
My question is should I work on initiating arbitration in order to collect the fees due to me to conclude the contract and should I work with the other consultant to transition the system prior to working through arbitration?