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Ellen, Lawyer, Consultant
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I am being threatened with breach of an implied contract.

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I am being threatened with breach of an implied contract. I was in discussions, or negotiations with an artist (who I have worked with in the past, successfully) but were unable to come to any agreement on size, material, motif, and mainly price. I was very clear with her that none of these terms were being met in our negotiations, yet she claims i still owe her the money. There was no exchange of goods or services, she hadn't started any of the work ,as we could not come to any consensus. Come to find out her new business partner is a serial litigant, and i feel they groomed this deal to fail so her partner had another victim to sue. What are the qualifications of an implied contract and does an implied appear to apply in my case? I feel we were still in negotiations, and were far from any contract, yet here claim is that my behavior alone establishes a contract. Thank you in advance.
*This chat is not intended as legal advice. It is general information that may or may not apply to your situation and should not be relied upon.*


Sorry to read of this dilemma. It is my goal to deliver information in five-star manner.

I am a licensed attorney but I am not your attorney. The law does not allow me to provide legal advice or form an attorney-client relationship on this public forum.

If at any time the information which I provide is not clear to you or does not fully answer your question, please ask me for clarification by using the reply button.

From your description, no an implied contract excess

The US Supreme Court defined an implied agreement as "an agreement 'implied in fact'" that is "founded upon a meeting of minds, which, although not embodied in an express contract, is inferred, as a fact, from conduct of the parties showing, in the light of the surrounding circumstances, their tacit understanding." Baltimore & Ohio R. Co. v. United States, 261 U.S. 592 (1923).

In other words it is a contract that is agreed to by nonverbal conduct. For example, if the artist created a work of art to your specifications and you accepted that work of art, it would be implied that you would pay for that work of art.

In your situation your nonverbal behavior appears consistent with your verbal behavior – you were involved in negotiations. It also appears that the artist's nonverbal behavior is consistent with his verbal behavior – he did not begin work.

I do not see an enforceable obligation under the circumstances described

I think this is what you wanted to know. Please let me know if I have answered your question

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