Legal Question in Business Law in Florida

I believe I'm correct about the following situation but am looking for confirmation.
Both parties involved are in Florida.
I provide web site development services. Specifically, I build applications, like customer-relationship management system.
The customer is an online K12 school and needed a learning management system (LMS) built from scratch.
Because the client had a very, very tight deadline brought on by circumstances that occurred before I was contacted, I did not have a period to perform proper discovery or write a functional specification. Instead, the customer asked me for a estimate of hours required, and I provided a rough guess based on a limited review of the customer's existing LMS. I advised the customer that I likely would work many more hours than estimated but, because I had a personal interest in the project, would complete it on a flat-fee basis -- and at a 50% discount off my usual rate. We established a loose development schedule with only three milestones, each of which would also trigger payments. None of the "terms and conditions" of this project were codified in a contract; they only exist in a dozen or so emails. At no point in time did I ever guarantee any level of performance, only best efforts.
During the course of development, the customer added numerous functionality requests and/or modifications and also revealed requirements that had not been made available before the project began. In addition, the customer insisted adding data conversion between the old and new systems as a task and backtracked on the idea of launching the application with only a small subset of its total school population during a testing period. Rather, the customer intended to wholly replace its existing LMS without any formal testing or feedback.
I ended up spending over twice as much time as originally estimated but still was not close to being able to launch the site (in beta or any other form) by the customer's set-in-stone launch date. I expressed to the customer several times the risks of rushing development and also questioned the need to replace the existing system with an unknown, untested one. In the end, we mutually agreed to part ways, and I turned over all the code I developed to the customer.
Now, the customer is expecting me to repay the portion of the flat-fee that had already been paid to me. This is totally unreasonable to me for a number of reasons, not the least of which is that neither a contract nor a functional spec spelled out the terms, conditions, and expectations.
So, I'm left with two questions:
1. Am I under any obligation to return the money?
2. Would I be within my rights to bill the additional time I incurred but never billed?
Am I missing anything else?

Asked on 9/13/12, 7:02 pm

Sanford M. Martin Sanford M. Martin, P.A.

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0 attorneys agreed

Realize that a business contract can be structured from an exchange of

e-mails and other documents. The totality of your agreement cannot be

understood from your questions, but if your e-mails indicated that you

would complete and deliver it on a flat-fee basis, the other party may have

some basis for the claim. However, it appears that both of you agreed to

part ways which is a basis for your claiming that you satisfied the

agreement and that no refund of payment is required. It is doubtful that

you have a legal basis for billing the client for the additional time, that

walking away is the best option, based on your described facts.

Answered on 9/13/12, 7:20 pm

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