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 Maverick Your Own Question
Maverick
Maverick, Attorney
Category: Business Law
Satisfied Customers: 5767
Experience:  20 years of professional experience
16823287
Type Your Business Law Question Here...
Maverick is online now
A new question is answered every 9 seconds

I have a web design contract in Pennsylvania that has this

Customer Question

I have a web design contract in Pennsylvania that has this clause "The Applicant hereby agrees to use The Company as the sole web design contractor for the duration of this agreement.". The client stopped paying my company and built a new website from
the ground up. Can I sue on its face from these facts?
Submitted: 1 year ago.
Category: Business Law
Expert:  RGMacEsq replied 1 year ago.

Thank you for using JustAnswer.

I'm sorry to hear about your situation. So long as the "duration" of the agreement is still operative and you did not breach first, it appears that this would be a breach, and as such would allow you to sue. But note that there might be other defenses that could be operative, so it's not necessarily a "slam dunk".

That being said, you need to contact an attorney in your area that deals with breach of contract cases. Go to www.lawyers.com or www.legalmatch.com to find an attorney in your area. You should be able to find one that will give you a free initial consultation and better advise you of your rights, any problems with your case, likelihood of success, how courts are treating cases such as yours in your area, and what you should do next.

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 AND press the "submit" button, if applicable. Please note that I don't get any credit for the time and effort that I spent on this answer unless and until you rate it positively (3 or more stars). Thank you, ***** ***** luck to you!

Customer: replied 1 year ago.
The duration of the agreement was left unspecified. The client just stopped paying me and hired someone else, then rebuilt a new site from the ground up.
Expert:  RGMacEsq replied 1 year ago.

Was there any understanding as to the duration of the agreement? Was it supposed to be for a year at a time, etc...? What's the period of time between hiring and stopping paying you and hiring someone else?

Customer: replied 1 year ago.
There was no discussion about the duration of the agreement. He left 16 months in, then immediately hired someone else.
Expert:  RGMacEsq replied 1 year ago.

I see. Ultimately the question might then arise as to what is the "duration of the agreement", but that's typically what was meant at the time of contracting. Providing services, etc... on an ongoing basis typically would assume some sort of notice of termination or other opportunity to cure, although the lack of a defined "duration" would make the case a little bit more difficult (as it's possible that the court could determine that the duration had been completed and the client able to take his business elsewhere). Again, that's going to be jurisdiction specific, and individual courts could treat that question differently (which is why you should contact an attorney in your area). I still think that it's strong enough, potentially, to take it to the next level and see what kind of damages you could get in a breach of contract case in your area, as well as how the courts are treating matters such as this in the area.

Customer: replied 1 year ago.
What is the Pennsylvania case law on the issue?
Expert:  RGMacEsq replied 1 year ago.

That's outside of the scope of this site (as it would require specific legal research, and as such constitutes legal representation, which we're expressly prohibited from doing). But I can pretty much assure you that it's going to be based upon what's typical in the industry (as contract law is pretty uniform among all states). When there are undefined terms in a contract, the court will look to the industry to define what those terms mean. Now it certainly helps to have the defined terms in the contract itself, which you should do from now on. That would help avoid a situation like this in the future. But the court will look at how the industry would define "duration of the agreement" and what a reasonable time period for those services would be.

Expert:  RGMacEsq replied 1 year ago.

If there's nothing else, please rate this answer. Please note that I don't get any credit for the time and effort that I spent on this answer unless and until you rate it 3 or more stars (good or better) AND press the "submit" button, if applicable. If you feel that I have gone above and beyond in this answer (my average answer is about 10 minutes) bonuses are greatly appreciated. Thank you, ***** ***** luck to you!

▼ RATING REQUIRED! ▼ Please don't forget to Rate my service positively. It's only after you rate that I am credited.

Customer: replied 1 year ago.
Please provide specific PA case law to answer my question thoroughly.
Expert:  RGMacEsq replied 1 year ago.

Like I said, that's unfortunately outside the scope of this service. To do so would be to provide legal counsel which is prohibited by the terms of service of this site. It would take hours of legal research. And finally, it's way beyond the scope of the question that you originally asked "Can I sue on its face from these facts?", which is what I was answering. Like I said, the caselaw will almost certainly say what I just told you, but I absolutely cannot actually do that legal research because that would constitute legal representation, and we're prohibited from doing that per the terms of service of this site. I wish I could, but I can't. I hope you can understand that my hands are tied in that regard.

Customer: replied 1 year ago.
Without representing me, and as a general question, please provide case law. The site assures me satisfaction and other questions on this site have case law answers.
Expert:  RGMacEsq replied 1 year ago.

I can't speak to what other questions have. Your question was not about case law but "on its face from these facts" if you could sue. Now you're changing the question. For me to conduct a case law search on Westlaw or LexisNexis, that costs about $20 a search. I get $18 for a satisfactory answer (regardless of the time I put into it). So not only would I be engaging in legal representation, which we're not allowed to do per the terms of service of this site, but I would also be "in the red" if it even took me a single search on the case law. I did answer the question that you asked. I will opt out of this question, as you're now asking things of me that I cannot give you under the terms of service of this site, and would not give you (as it would cost me more than I could possibly make for answering those follow up questions outside of the scope of the original question).

I do wish you the best of luck in this matter.

Expert:  Maverick replied 1 year ago.

Welcome to Just Answer (“JA”)! My name is Maverick. Please note that:

(A) The information we provide is general information. No attorney-client relationship or privilege is formed by communicating with me. If you want legal advice, you must consult with a local attorney in person before acting or deciding not to act based on any information given here;

(B) When I feel that I have provided you with a complete answer, I will ask for you to assign a feedback rating so that JA will compensate me for my time. Please wait until then to assign the rating as initially I may still be getting more information from you to formulate a better answer; and

(C) You should not be concerned about any short delays between your questions and my replies. Please know that I answer most questions within the hour if I am signed on. If I am not signed on, then I still make every attempt to respond within 24 hours.

Thank you for taking the time to understand how this site works. By continuing, you confirm that you understand and agree to these terms.

1. CAN YOU PLEASE TELL ME WHAT YOUR UNDERSTANDING WAS ABOUT THIS "DURATION OF AGREEMENT LANGUAGE"?

2. ARE THERE ANY TERMS IN YOUR CONTRACT THAT SPEAK TO HOW THE AGREEMENT MAY BE TERMINATED AND DID THE APPLICANT FULLY COMPLY WITH THAT TERMINATION PROCEDURE?

Customer: replied 1 year ago.
1) The during of the agreement clause stated "The Applicant hereby agrees to use The Company as the sole web design contractor for the duration of this agreement". However, there is nothing else in the agreement about what the duration is. The client stopped paying me and rebuilt the website from the ground up with someone else.2) There was nothing in the agreement as to how the agreement should be terminated.
Expert:  Maverick replied 1 year ago.

Question: Can I sue on its face from these facts?

ANSWER: You can sue on the face of these facts but you will need to include not only a breach of contract cause of action but a declartory judgment claim. This is because before you can prevail on the breach issue you will need the court or finder of fact to make a determination about the the ambiguous nature of the "duration of the agreement" language as it relates to a party's right to terminate. A patent ambiguity appears on the face of the instrument and arises from the defective, obscure, or insensible language used. You have here what is known as a patent ambiguity for which you can present extrinsic evidence based on industry standards, local usage and custom, and/or the intent of the parties based on parol evidence testimony of why that clause was included in the agreement and what the parties intended for it to mean. You can find law supporting the declaratory judgment action in PA here.

§ 7532. General scope of declaratory remedy.

Courts of record, within their respective jurisdictions, shall have power to declare rights, status, and other legal relations whether or not further relief is or could be claimed. No action or proceeding shall be open to objection on the ground that a declaratory judgment or decree is prayed for. The declaration may be either affirmative or negative in form and effect, and such declarations shall have the force and effect of a final judgment or decree.

Where the writing is ambiguous the factfinder may examine evidence extrinsic to the contract to determine intent. Duquesne Light Co. v. Westinghouse Electric Corporation, 66 F.3d 604, 613 (3d Cir. 1995). See also Metzger v. Clifford Realty Corporation, 476 A.2d 1, 5 (Pa. Super. 1984) (noting that courts are responsible for deciding whether, as a matter of law, written contract terms are either clear or ambiguous).

If this answers your question, please assign a feedback rating so JA will compensate me for my time.

If you are not satisfied with the answer, I would appreciate knowing why so that I can try to clear up any misunderstanding that may have taken place.

You may request me in the future on new and unrelated questions by beginning the question with "THIS IS FOR MAVERICK".

Thank you for using Just Answer.

Customer: replied 1 year ago.
Thank you for the great answer.1) What similar cases in Pennsylvania shed light on exclusivity clause interpretation?2) Can I request a declaratory judgment in a PA small claims case?3) If I win a small claims case, would I discover defendants bank accounts and properties?4) Can I file a summary judgment motion in a small claims case?5) I found an example case outside of my jurisdiction in which they appear to leave the question of exclusivity to the court and not declaratory judgment
http://cabprlaw.blogspot.com/2013/02/the-question-of-exclusivity-in.html
Expert:  Maverick replied 1 year ago.

1) What similar cases in Pennsylvania shed light on exclusivity clause interpretation?

I do not have access to Westlaw so I did not find any specific exclusivity cases; but here are two more on the issue of ambiguity and I stand corrected on my previous answer slightly:

If an ambiguity exists, the court will determine whether the ambiguity is a patent ambiguity or a latent ambiguity. A patent ambiguity clearly exists on the face of the contract based on defective, insensible, or obscure language used in the contract whereas a latent ambiguity is not apparent from the face of the contract, but becomes apparent when extrinsic / parol evidence is introduced that leads to the contract being interpreted in two reasonably plausible manners. See Barrington v. Gryphon Investments, Inc., 32 So.3d 668 (Fla. 2d DCA 2010).

Your is a case of patent ambiguity. Thus, parol evidence (extrinsic evidence used to clarify the intent of the parties relating to a contractual provision) is NOT allowed to clear up the ambiguity; rather, it is up to the trier of fact (judge or jury) to interpret the patent ambiguity without extrinsic evidence explaining the intent of the parties. See, e.g., Barclays American Mortg. Corp. v. Bank of Central Florida, 629 So.2d 978 (Fla. 5th DCA 1993) (it was up to trier of fact to interpret letter of credit containing 2 different expiration dates).

2) Can I request a declaratory judgment in a PA small claims case?

I am not sure without additional resrach. You may just want to call the local small claims court. JA requires me to send an offer of additional services since this is beyond the scope of your original question. Let me know if you want me to do that.

3) If I win a small claims case, would I discover defendants bank accounts and properties?

Normally, yes. Not able to confirm without additional research. See above.

4) Can I file a summary judgment motion in a small claims case?

Normally, yes. Not able to confirm without additional research. See above.

5) I found an example case outside of my jurisdiction in which they appear to leave the question of exclusivity to the court and not declaratory judgment.

I read that case you cited. That's not what it is saying exactly. One of the party's argued that the person who filed a DJ claim was not entitled to a a jury trial on the issue presented. The court ruled that he is because an action for declaratory relief is both legal and equitable and the constitutional right to a jury trial requires the jury to decide the exclusivity question. This is consistent with FL law as well. See, e.g., Barclays American Mortg. Corp. v. Bank of Central Florida, 629 So.2d 978 (Fla. 5th DCA 1993) (it was up to trier of fact to interpret letter of credit containing 2 different expiration dates).

Expert:  Maverick replied 1 year ago.

See answer above. In other words, you can let the court decide the issue unless one of the parties requests a jury trial. Summary judgment is not precluded by either party even if one or more has sought trial by jury.

Customer: replied 1 year ago.
I started this question with "I have a web design contract in Pennsylvania..." and therefore expected full satisfaction to what I specifically asked. Please re-answer all of the above questions in PA Law.Furthermore, is there such a thing as a fraudulent charge-back lawsuit in which is an easier theory to sue?
Not only did the contract itself have a nonrefundable clause, but the invoices the client clicked on had a disclaimer "This is a nonrefundable digital service",Yet, the client's charge back stated "Did not receive signed proof of delivery", these charge-backs were uncontested.
Expert:  Maverick replied 1 year ago.

I am sorry. I will opt out of this question so that another expert may better assist you. You are free to keep the information provided at no charge to you. Your deposit is still in tact so no worries. Best of luck.

Related Business Law Questions