Legal Question in Business Law in California

It sounds like a breach of contract. You can sue for all damages you sustained as a result of the breach. Contact me for a free consultation.

Best,

Daniel Bakondi, Esq.

The Law Office of Daniel Bakondi

870 Market Street, Suite 1161

San Francisco CA 94102

www.danielbakondi.com

[email protected]

415-450-0424

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It would take a full reading of the contract and an interview or two regarding the background circumstances in order to give you any kind of reasonable guesstimate of how a lawsuit would fare in court. Based on your question, I'd say your chances of getting a judgment for your damages are sufficiently good to warrant sitting down with a business lawyer for an initial consultation. Maybe some lawyer will give you an adequate consultation free, especially if he or she admires the goals of your nonprofit.

Here are a couple of legal principles that may come into play:

1. A party to a contract is usually presumed to have read and understood it. There are exceptions, notably the so-called "contract of adhesion" -- I guess the name means you're stuck with it -- the pre-printed document with multiple paragraphs of fine print and offered to customers as the standard terms, no negotiation possible, take it or leave it. This might be applicable here, but probably not, since it sounds as thought the terms of your contract were negotiated to some extent.

2. Every contract carries with it an implied term (technically, a covenant) of "good faith and fair dealing" where each party has impliedly promised to the other not to do things that prevent the other from reaping the benefits of the contract or otherwise being unfair, tricky, or acting in bad faith on matters, even though the bad conduct is not specifically prohibited by the contract.

3. Almost all contracts can be enforced against a party that has signed it, notwithstanding that the party seeking to enforce the contract hasn't signed it and/or hasn't delivered a signed copy to the defendant party. Occasionally, contracts are written to contain a provision making them ineffective until there has been, for example, a complete exchange of documents. Deals using an escrow agent often fall into this narrow category, for example.

4. Contracts requiring complete payment a certain time before an event are not unusual.

5. Contracts often contain a provision (called an "integration clause") saying that this written contract constitutues the entire agreement between the parties, and that all prior negotiations and agreements are cancelled by it and therefore null and void.

I would have to look at the contract and talk with you further, but it sounds like you have a good breach of contract claim. Please fee free to give me a call so that we can discuss your potential claims further.

Jon Reich

310.478.2541

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Don't assume anything or take any steps before you show the contract and discuss all underlying circumstances with an attorney.

Kevin B. Murphy, B.S., M.B.A., J.D. - Mr. Franchise

Franchise Attorney

You can choose to walk away, negotiate, or sue. The may choose to sue you. If you can prove they breached the agreement, you may be able to 'win'. If they can prove you breached it, you'll lose. If serious about getting legal help in dealing with this, feel free to contact me.