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Richard - Bizlaw
Richard - Bizlaw, Attorney
Category: Business Law
Satisfied Customers: 10645
Experience:  30 years of corporate, litigation and international law
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Well, I'm not sure.. I have the following problem: I have

Customer Question

hi, well, I'm not sure.. I have the following problem: I have issued an invoice to my client in the US with a delay of abt two years (don't get scared). My client, ex-client actually, denied the invoice based on the following contractual agreement:
JA: What state are you in? And have you consulted a local attorney?
Customer: Confirmation of this e-mail Purchase Order assumes you have agreed to perform the project according to the terms set forth herein. In order to ensure payment, invoices must be submitted in US Funds along with the project and your tax payer identification number (if you reside in the US). We may also request a W-9 for our files. Should three (3) months elapse subsequent to project delivery without receipt of the invoice, xxx might close the project without said invoice.
JA: Has anything been officially filed? If so, what?
Customer: nope, not really.. I sit in Europe, the company is in Illinois
JA: Anything else you want the lawyer to know before I connect you?
Customer: my question is if the contractual agreement "not to pay if the invoice is not issued within 3 months" is binding, resp. in line with the law, or whether I can still insist on getting the payment done
Submitted: 9 months ago.
Category: Business Law
Expert:  Richard - Bizlaw replied 9 months ago.

Hello, my name is ***** ***** I will try to help you. Please remember I just report or interpret the law, so the outcome may not be what you hoped for.

I want to be sure I understand the situation and question. You provided services to a company in Illinois. You were to submit the invoice for your services or products in U.S. The document also said if you deliver the project but not the invoice is not sent within 3 months of the project delivery the company could close the project if the invoice is not received. Is my understanding correct? What is meant by close the project after delivery? What does the invoice have to do with the operation of the completed project? Is there something in the contract that says they will not pay if the invoice is not submitted within three months?

Customer: replied 9 months ago.
Hi, thanks for coming back. I work in translation industry, where all the business, or most of it at least, is done electronically/remotely.
Apart from the above, there is not anything else that would state they shall not pay if the invoice is issued later. I will copy/paste you the full text in the next window..
Customer: replied 9 months ago.
INVOICING & PO TERMS AND CONDITIONS
PAYMENT TERMS: Net 45 from date of receipt of invoice via PayPal or check issued by US bank. Other forms of payment must be negotiated in advance (before accepting a job) and confirmed in writing by xxx.
Confirmation of this e-mail Purchase Order assumes you have agreed to perform the project according to the terms set forth herein. In order to ensure payment, invoices must be submitted in US Funds along with the project and your tax payer identification number (if you reside in the US). We may also request a W-9 for our files. Should three (3) months elapse subsequent to project delivery without receipt of the invoice, xxx might close the project without said invoice.
INVOICING INSTRUCTIONS: Please create your invoice in a format we can save in your folder (pdf, docx, doc, xls, etc) send it to the PM that assigned you the jobs, and make sure your invoice contains the following information: -Name your invoice with a unique name. Example “Invoice12549.doc” -Job number -Language pair -Job date -Rate and total amount due in USD (no other currencies will be accepted) -Your PayPal email address (If you reside in the US and you prefer to be paid by check, please state so) -Your info (Full name and address, your SSN if you reside in the US, phone number, email address) Please do not send links for invoices generated in PayPal. All payments will be made via PayPal or by corporate check in US Funds unless otherwise approved in advance. By accepting this job, you also accept the terms and conditions included herein.
xxx will pay the Price indicated above unless any of the terms of the work performed, as indicated by the Due Date and Due Time, instructions for returning the project, the language combination cited, the computer platform and application indicated as well as special instructions have not been met. xxx considers it the exclusive responsibility of the recipient of this Purchase Order to ensure that the linguistic services performed include, but not be limited to, checking for completeness, correcting spelling, ensuring consistency and accuracy, and demonstrating expertise in the subject matter. xxx will not pay the Price of this job if it determines that the recipient of this Purchase Order failed to perform the work requested or misrepresented his or her qualifications to do so. If acting as a representative of xxx, Inc. in the capacity of Interpreter or otherwise, personal conduct (including dress) must be professional. By accepting this assignment the linguist agrees not to solicit the end client or clients either directly or indirectly for his/her benefit, their benefit or the benefit of any third party. In addition, all information that is learned during the course of this and subsequent projects will be kept completely confidential.
PLEASE NOTE: Your invoices must be received for processing within 90 days from the date that xxx received the last file for which you are submitting an invoice. xxx has no obligation to pay any invoice that is received after the submission deadline or that is not formatted as per the Invoicing Instructions here above.
FURTHER INSTRUCTIONS, TERMS AND CONDITIONS
Acceptance of this Purchase Order, including the instructions, terms and conditions, shall constitute the sole means of effecting an agreement between the parties.
1. Acceptance. By accepting this job, contractor also agrees to the terms and conditions herein. 2. Applicable Laws. Contractor represents that the services covered by this Purchase Order do not violate any federal, state or local law. This Purchase Order shall be governed by, and construed under, the laws of the State of Illinois, USA, without regard to conflict of laws or choice of laws rules or principles. 3. Assignments. This Purchase Order may not be assigned by Contractor. 4. Indemnification. Contractor shall indemnify, defend, protect and hold harmless xxx, and its agents, employees, owners, shareholders, managers and officers (collectively, the “Indemnities”) from and against any and all damages, costs, liabilities, losses, judgments, penalties, fines, claims and expenses, including without limitation, interest, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing, asserted against or incurred by the Indemnities in connection with, arising out of or resulting from the project, this Purchase Order, any of Contractor’s services or any claim arising out of or in connection with this Purchase Order and/or any breach of any covenant, representation, warranty or agreement made by Contractor. 5. All Special Instructions followed, all deliverables followed, and perform Post Layout Review when requested. 6. Other Terms: ___N/A_______ None of the terms and conditions in this Purchase Order may be added to, modified, superseded or otherwise altered except by written
Customer: replied 9 months ago.
except by written instrument signed by the parties, which specifically references this Purchase Order.
Expert:  Richard - Bizlaw replied 9 months ago.

Why did it take so long to issue the invoice?

Customer: replied 9 months ago.
well, not that it is relevant to the question..
But there is a few reasons: first of all, time, time, and time
Next: sometimes I get many small jobs in a month (like 10 USD), sometimes one bigger one (few hundreds of USD).. in average I have approx. 50 jobs a month from various customers.. So, as I cant invoice each and every job separately - which would of course be the most transparent, but the customers would not accept it - then I try to any kind of "optimize it" in a way that I invoice them when the jobs reach certain amount.. we are talking abt an invoice for 1600 USD for a period of 18 months, covering 20 jobs. Out of these 20 jobs 14 are under 35 USD.
Last but not least, my daughter was born in March 2015, which made everything a bit more complicated - rather impossible for me to focus on anything else than surviving and catching on some sleep..
Expert:  Richard - Bizlaw replied 9 months ago.

The contract gives them the right not to pay. However, if they accepted the work and it was satisfactory, if they do not pay they will have been unjustly enriched. Given your practice as you describe, your argument would be that accumulating bills to get to a critical aggregate amount was the accepted practice and to interpret the contract is giving them the right to not pay because the invoice was not sent for 90 days would unjustly enrich the company. Under the law of Illinois, unjust enrichment is an equitable remedy that can be granted even where there is no legal remedy.

I believe if you took the matter to court, you would prevail on that theory in the situation you describe.

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