Legal Question in Business Law in California

Re: Client won't provide a copy of the signed contract

Bryan's answer is correct in that the legal process for exchange of information is discovery in a lawsuit; however, I would put your request for the contract and her prior refusal in writing. It simply makes her look bad. There is a lot of information missing from your post in terms of how this should play out. For instance, you don't indicate what she wants you to do, whether you agree that was in the contract, whether you believe that the contract is invalid or provides an excuse, etc. The post also provides no indication of the amount of money involved. All of these issues would bear on how careful your next response should be and whether you should be calling an attorney to help you draft a letter. You indicate that litigation has been threatened and my recommendation would be to take action now to try to avoid that action, which can be very expensive.

Re: Client won't provide a copy of the signed contract

Maybe, but so what? If you don't have a copy of your own contract, and she refuses, then your options are to reach some agreed resolution, or to fight it out in court - the same as if you had a copy. If the dispute is over enough money for her to sue you, then you really should consult with an attorney to try to get this settled, and avoid being sued. He'll likely be able to get a copy, and be able to advise you about what is your best remedy. Feel free to contact me if serious about doing so.

Re: Client won't provide a copy of the signed contract

I would just add... Generally, it is the consultant who provides the contract and you would therefore have a copy. Even if they provided it to you, you would have had a copy. Any one else out there reading this should always make a copy of the contract and file it, in case the other party loses their copy or refuses to provide a counter-signed copy. Also, consider not providing services until a counter-signed copy is provided back to you.

Re: Client won't provide a copy of the signed contract

Not at this point.

If she or her firm decides to sue you, the complaint must either have a copy of the contract attached to it, or the complaint may, instead, merely recite the relevant terms of the supposedly-breached contract.

Once you are sued, you have the right through the process called "discovery" to demand production of documentary evidence of all kinds, including the contract.

If there never was a signed original, or if it has been lost, destroyed, etc., obviously the plaintiff will not be able to produce it, but this will somewhat weaken her case.

If the parties agree there was a contract (which you admit), its terms will have to be proven in court by other evidence, and that makes the plaintiff's burden harder, so if a copy exists, it will probably be produced during discovery.

The bottom-line answer to your question is that a defendant's first opportunity to demand papers from the plaintiff is by using discovery procedures after suit is filed and served. If no suit is filed against you and you need the contract for other reasons, you could turn the tables and sue her (assuming you have a valid reason to do so other than just to get a copy of the contract).

Keep in mind that absence of a signature on a contract is not necessarily a defense to a suit for damages on the contract. There are two or three sound legal theories upon which a court can enforce an agreement or oblige a party to pay for services rendered in the absence of a duly-executed written contract.