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 socrateaser Your Own Question
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 39164
Experience:  Retired (mostly)
Type Your Business Law Question Here...
socrateaser is online now
A new question is answered every 9 seconds

In exchange for preferred pricing, my companied entered into

Resolved Question:

In exchange for preferred pricing, my companied entered into an arrangement with another company to acquire services from one another in a bill-and-keep (net payment zero). This worked well until the other company began slowly canceling services and not replacing those services.   Each time we would raise concern, they would state that their clients had cancelled their service and didn't have any opportunities at the time. Eventually, it became apparent that they were purposely doing this and had begun to procure those services from the sources that we purchased those elements from. Since there were no formal contracts in place, we eventually ran into a situation where we began to acquire considerable debt as a result of this relationship and began to have difficulties remitting payment yet they refused to allow us to transfer or cancel those services until signed a letter of understanding. We were not able to full the entire agreement and they are now claiming breech. Any recourse?
Submitted: 8 years ago.
Category: Business Law
Expert:  socrateaser replied 8 years ago.

Yes, you can counterclaim for breach of the implied covenant of good faith, which means that the other party has taken steps to prevent you from obtaining the benefit of the bargain. The original agreement was an exchange of what was expected to be reasonably equivalent value for services rendered.


However, when the other party, stopped accepting your services, and procured them elsewhere, they obtained an unfair advantage, and breached the covenant of good faith that contemplated the equivalent value of services under the agreement.


If you win that claim then you would have damages for the lost profits from their taking their business elsewhere, and for reliance upon their misrepresentations, which could give you damages for what you would have received had they not diverted their purchases.


Hope this helps.


Terms and Conditions: By your continuing in this conversation with me, or by your clicking “Accept”, you are expressly agreeing to all of the following: (1) our communication is for entertainment purposes only; (2) you are not consulting me in my professional capacity as an attorney; (3) you do not seek to establish an attorney-client relationship with me, nor do I with you; (4) you will not rely on anything I say and you will obtain appropriate legal counsel via a traditional/office consultation with an attorney licensed to practice in the jurisdiction where your legal issue arises (and you may not use our communication to avoid taxpayer penalties imposed by the U.S. Dept. of Treasury); (5) by communicating with me in this public forum you are irrevocably waiving any right to privacy, confidentiality and attorney-client privilege concerning the matters discussed. You further separately declare that any payment made by you is not consideration for this contract, nor offered for any services rendered by me on your behalf, but rather is made in genuine admiration and respect for my desire to help others. If you do not agree with these terms and conditions, then you must advise me immediately.

socrateaser and 3 other Business Law Specialists are ready to help you