Ask a Business Lawyer. Get Business Law Questions Answered ASAP.
Thank you for using JustAnswer. I am researching your issue and will respond shortly.
Other than the payment with the credit card, did you have any interaction with the web design company?
Did you see my follow up question to your issue?
Should I continue to await your response, or may I assist the other customers that are waiting?
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.
There has been communication between myself and the web designer. my apologies for the late response, the website was being problematic.
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?
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.
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.
This potential partner also might go after you, if you had some sort of agreement with them...
(the partner, that is)
That is, if you had directed the partner to contract, etc... with the web design company, that might still impute liability.
Now if he did this entirely on his own, and your actions were completely after the fact, there still might be a ratification...
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.
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.
Then there's probably not any exposure for your company.
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.
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.
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.
the third party you are referring to in this case is the potential partner?
No, the web designer.
Any agreements or interactions would be between you and the potential partner, making the web design company the third party.
No. See above.
Can you see my responses?
The web designer.
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
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.
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.
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.
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?
I have no idea, as that would require a bit of legal research and is outside the scope of the current question.
the contract in this case being the invoice
(regarding agency and liability)
Unfortunately we're not supposed to answer follow up questions outside the scope of the original, per JustAnswer terms of service.
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!
off the hip what would you recommend as a course of action?
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.
I see. Thank you.
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!
Did you have any other questions before you rate this answer?
Are you there? Please note that I am still here, awaiting your response.
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!
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).