Legal Question in Technology Law in Florida

I am an independent contractor that provides web development services. Unfortunately, after 20 years, I happened upon a client who will not pay his bill. He has no problem with the services I provided but has no cash, despite the fact that he verbally assured me and another contractor multiple times that he had sufficient funding. His bill amounts to almost $11,000.

I have an "inventions" clause in my contract that assigns ownership of all code I develop to the client. However, since he has not paid and breached the contract, he has not completed the transaction, though he continues to use my product and make profits from it. In my opinion, this is akin to a songwriter's lyrics being used in a hit song without being compensated by the record company.

In the software industry, you either own software outright ... or you license it. Can I charge this client a daily licensing fee for the use of my code, retroactive to when his invoice was due and continuing to when he either pays the original invoice or ceases using my application?


Asked on 12/28/11, 5:28 pm

1 Answer from Attorneys

Edward Hoffman Law Offices of Edward A. Hoffman

You cannot unilaterally impose new charges that are not provided for in your contract. Your remedies are probably limited to the amount due plus interest and court costs, though you may be entitled to recover attorney fees and/or other sums depending upon what the contract says. Depending upon the facts, a different way of calculating damages may be more appropriate.

If your customer deliberately misled you into doing work you would have refused if he had given you better information, you might have a claim for fraud. A successful fraud claim could entitle you to punitive damages and perhaps to other relief. But it still would not entitle you to make up a daily "licensing fee" and force the customer to pay it.

Your situation is different from the songwriter's that you mention because there are collective bargaining agreements (CBEs), which the major record labels have all signed, specifying the minimum amount the songwriter must be paid and setting forth the penalties for a breach. Those contracts also protect non-members of the unions, though not always the same way as members. There is no such CBE for web developers, and even if there were I doubt this particular customer would have signed it.

Consult with a lawyer in your area about your rights. And bear in mind that your customer could file for bankruptcy and thereby eliminate much or all of his debt to you. You should take steps to protect yourself before that happens.

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Answered on 12/28/11, 5:41 pm


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