Legal Question in Business Law in California

Hi, I'm a web designer and one of my clients has failed to provide me with the content for her site. The site is complete, just missing her text and photos. I repeatedly asked for it and she didn't respond for six months. Then she emails out of the blue saying we have a contract and I'm obligated to finish the site for her.

We have a written contract. There's no expiration date listed (though there is a timeline for completion which is long past). She's paid me in full for the services. But her end of the contract, providing the content, has not been fulfilled. Can I cancel the contract based on that? She still doesn't even have the entire content ready for me, just a few photos. I just want to be done with her and end this relationship -- she's a time and energy sucker.


Asked on 1/09/13, 1:12 pm

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

In general, the material breach of a contract by Party A justifies suspension of performance under the contract terms by Party B. Without reading your contract, I couldn't say for sure that the client's breach is sufficiently material, but it probably is. Suspending performance is not quite the same as making the contract disappear, however. You may be OK in ceasing to perform further services, but that doesn't conclude the deal in all respects. This may end up in Small Claims Court, and a judge may end up deciding how to terminate the contract and whether either of you owes the other any money damages.

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Answered on 1/09/13, 1:33 pm

Suspending performance is NOT a right to rescind. If you want to back out entirely you have to refund the payment. Every contract has an implied term that performance will be made in a "reasonable" time. Breach of that term, however, is not grounds to refuse your own performance. If, however, it costs you additional time/money to perform due to rising costs or other factors not contemplated when the contract was entered into, then your remedy is to perform, document your extra costs, and bill for it. If they refuse to pay, then you take them to court the same as if they never paid.

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Answered on 1/09/13, 3:56 pm


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