How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask RGMacEsq Your Own Question

RGMacEsq
RGMacEsq, Attorney
Category: Business Law
Satisfied Customers: 11559
Experience:  Licensed Texas General Practice Attorney
19487448
Type Your Business Law Question Here...
RGMacEsq is online now
A new question is answered every 9 seconds

I have a company, I have one partner. We are planning to add

Resolved Question:

I have a company, I have one partner. We are planning to add a third partner. the potential third partner is not legally bound to the company in any fashion at this point. We are also redesigning our website. The potential third partner reached an arrangement with a web designer to redesign our corporate website. An invoice was sent to the potential third partner, then forwarded to me. A deposit of $1000.00 was stipulated in the invoice as being non-refundable. I used a credit card to pay the invoice. That transaction is currently in limbo due to the invoice being addressed to the non affiliated partner and not me, my current business partner, or the company. External factors have arisen making a redesign of the site unnecessary at this point, additionally the web designer has not provided satisfactory professional service. Can I cancel the payment without any blowback from the web designer?
Submitted: 1 year ago.
Category: Business Law
Expert:  RGMacEsq replied 1 year ago.

ScottyMacEsq :

Thank you for using JustAnswer. I am researching your issue and will respond shortly.

ScottyMacEsq :

Other than the payment with the credit card, did you have any interaction with the web design company?

RGMacEsq :

Did you see my follow up question to your issue?

RGMacEsq :

Should I continue to await your response, or may I assist the other customers that are waiting?

RGMacEsq :

My apologies, but I must assist the other customers that are waiting. Once you respond to my follow up question, I will respond as soon as I can. Please note that I may be assisting other customers or otherwise out of the office (depending when you respond). Thank you.

Customer:

There has been communication between myself and the web designer. my apologies for the late response, the website was being problematic.

RGMacEsq :

I understand, that happens. What has your communication said in regards XXXXX XXXXX actions of this individual? Did you ever mention that you would be responsible for the payments?

Customer:

I have not made any specific claims to responsibility for the payments in any correspondance. The only thing that would be close to that was the most recent email I sent in which i explained that we would not be needing the web designers services at this time, and I inquired how to suspend or cancel the work the designer was doing. The initial payment transaction I tried to initiate was handled through paypal and immediately placed under review. at this time no funds have been transferred.

RGMacEsq :

I understand. Ultimately any exposure that you may have would be if there was "ratification". If you were to cancel this transaction, the web design company would want to sue someone, and it would most likely go after the person whose name was on the contract, but it could also go after you.

RGMacEsq :

This potential partner also might go after you, if you had some sort of agreement with them...

RGMacEsq :

(the partner, that is)

RGMacEsq :

That is, if you had directed the partner to contract, etc... with the web design company, that might still impute liability.

RGMacEsq :

Now if he did this entirely on his own, and your actions were completely after the fact, there still might be a ratification...

RGMacEsq :

To show ratification, either the potential partner or the web design company would need to show the transaction, that the agent or nonagent (the potential partner) committed the act on behalf of your company, that your company approved the act by word, act, or conduct after acquiring full knowledge of the act, and that your approval was given with the intention of giving validity to the agent's or nonagent's act.

Customer:

The potential partner is the one encouraging cancellation of the payment. There are no written contracts aside from the invoice, all arrangements were made verbally in good faith as far as I understand between the potential partner and the web designer. Neither myself or my current partner have engaged in any sort of discussion regarding renumeration for services with the web designer.

RGMacEsq :

Then there's probably not any exposure for your company.

RGMacEsq :

That doesn't mean that you won't be sued. Anyone can sue anyone for anything. A lawsuit is merely a legal complaint. It does not require that the person be right when the suit is filed. That is what the judges are for: making determinations of law. It just means that the other side won't win if they sue you.

Customer:

My actions in regards XXXXX XXXXX payment in question consist solely of the initial attempt to pay via paypal on my credit card, which as mentioned previously is in a state of review.

RGMacEsq :

Merely agreeing, after the fact, to pay for something, but then being directed by the person benefited by that not to pay, would not make you liable to the third party.

Customer:

the third party you are referring to in this case is the potential partner?

RGMacEsq :

No, the web designer.

Customer:

the third party you are referring to in this case is the potential partner?

RGMacEsq :

Any agreements or interactions would be between you and the potential partner, making the web design company the third party.

RGMacEsq :

No. See above.

Customer:

the third party you are referring to in this case is the potential partner?

RGMacEsq :

NO.

RGMacEsq :

Can you see my responses?

RGMacEsq :

The web designer.

Customer:

I see, so correct me if I am wrong but you are stating that even though I have agreed to pay a contract which this potential partner has set up, legally I have no obligation to do so in regards XXXXX XXXXX benefit of the web designer. Therefore if I were to cancel this payment, the web designer could bring a suit against me, though assuming I have made no direct mention of renumeration in correspondence with the web designer, my company would be free from liability

RGMacEsq :

That's correct.

RGMacEsq :

Assuming that they can't show that you gave any approval by word, act, or conduct AND your approval was given with the intention of giving validity to the agents act, then they wouldn't be able to recover from you.

Customer:

How broad of a definition is conduct? and does it have to relate specifically to requested compensation? I ask because the the correspondence that there is record of will show that I was participating in discussable matters relating to the redesign of the website, though again, n money was ever mentioned in those words.

RGMacEsq :

Ultimately that's a matter for the judge or jury to decide in a case. The question is whether the actions of the defendant (you, the party being sued) are such that indicate that there is approval of the action of the nonagent (the potential partner) and that you (as the company) are ratifying his actions as your own.

Customer:

Is there any case law existing which indicates positioning a non-refundable deposit clause in a contract is invalid for single project work where the deposit is being agreed to as a half payment with the final half of the payment due upon delivery of the completed project?

RGMacEsq :

I have no idea, as that would require a bit of legal research and is outside the scope of the current question.

Customer:

the contract in this case being the invoice

RGMacEsq :

(regarding agency and liability)

Customer:

understood

RGMacEsq :

Unfortunately we're not supposed to answer follow up questions outside the scope of the original, per JustAnswer terms of service.

Customer:

understood

RGMacEsq :

Hope that clears things up a bit. If you have any other questions, please let me know. If not, and you have not yet, please rate my answer. Please note that I don't get any credit for my answer unless and until you rate it a 3, 4, 5 (good or better). Thank you, XXXXX XXXXX luck to you!

Customer:

off the hip what would you recommend as a course of action?

RGMacEsq :

If it were me, I would want to get something in writing from the potential partner that he instructed me to cancel the payment, and that he will "indemnify" me for any loss or liability as result of that cancellation.

Customer:

I see. Thank you.

RGMacEsq :

My pleasure.If you have any other questions, please let me know. If not, and you have not yet, please rate my answer. Please note that I don't get any credit for my answer unless and until you rate it a 3, 4, 5 (good or better). Thank you, XXXXX XXXXX good luck to you!

RGMacEsq :

Did you have any other questions before you rate this answer?

RGMacEsq :

Should I continue to await your response, or may I assist the other customers that are waiting?

RGMacEsq :

Are you there? Please note that I am still here, awaiting your response.

RGMacEsq :

If you feel that I have gone above and beyond in this answer for the time (~50 minutes) (my average answer is about 10 minutes) bonuses are greatly appreciated. Thank you, XXXXX XXXXX luck to you!

RGMacEsq, Attorney
Category: Business Law
Satisfied Customers: 11559
Experience: Licensed Texas General Practice Attorney
RGMacEsq and 8 other Business Law Specialists are ready to help you

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1162
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1142
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA