Legal Question in Business Law in California
self renewing agreement
I have a interior plant service business. Under the ''terms of agreement'' it states that the agreement will automaticly renew each year, unless it is cancelled 30 days before it expires. After severl years, customer has sent a 30 cancellation to us, however, it was sent 6 weeks after the renewal date had passed. Will this kind of agreement hold up if we go to small claims court? breach of contract? I am to be extremely gratefull for your words of wisdom. Thanks
appreciate your advice
The plantmanin sacto.
3 Answers from Attorneys
Re: self renewing agreement
These kinds of self-renewing clauses in contracts are called, aptly in your case, "evergreen clauses." I haven't read the contract, (nor do I want to) so I can't predict what a court would do. Since this customer has been your customer for many years, and your business depends to some extent on word-of-mouth, maybe you might want to go easy on them.
Re: self renewing agreement
Self-renewing contracts are usually enforceable. One major exception is real estate leases, where the clause must be highlighted to be valid. Another is that automatic renewal provisions buried in the fine print of pre-printed contracts (known as "contracts of adhesion") are sometimes unenforceable if they are grossly unfair and the party accepting the contract had no reason to expect it contained such a clause.
In your contract, I would say the automatic renewal provision is probably enforceable, and further that the 30-day notice is ineffective to cancel.
However, the remedy for breach of this contract by the client would not be to force the client to accept your services by a decree of specific performance. You would get, at most, your lost profit, i.e. the difference between your lost revenue and the avoided expenses.
Or, at least that's what I'd expect. Some small-claims judges are somewhat capricious.
Re: self renewing agreement
Since goodwill goes a long way in your business, in addition to what the other attorneys suggest, I would talk to the customer and find out what you can do to make them happy with your services.
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