Legal Question in Business Law in Florida

Date of Contract to develop software

Question:Since the contract is only dated by year and has no month or date within month, is it enforceable?

Subject:

I developed a software program for a company which is considered the national leader in preschool education.

Contract states that Sales must enable client to pay me a minimum of 15 % gross on sales with a minimum payment of $5,400 which would be at least equal to a flat fee.

The contract does not state that the client must pay monthly, but does state that payment(s) must be made within one year.

I realized that the contract states that the year is from the date of the signed contract. The date was left off of the contract, but the year 2000 was not.I have the envelope in which the client returned the contract, which has the date on it.

The client now has had the finished product for 2 weeks, which was sent by certified mail. Client has not responded to e-mail sent to confirm acceptance of product, has not returned product, nor has client asked for any changes to software product. Client has product for sale on his website, and is offering it to over 20,000 day care centers.


Asked on 8/30/00, 7:11 am

1 Answer from Attorneys
Stephen Verbit Stephen R. Verbit, P.A.

Re: Date of Contract to develop software

Based on the facts you have given, the contract is enforceable. It would be enforceable even if there was no provision specifying when payment is due. Under Florida law, unless otherwise agreed, payment is due at the time the buyer receives the goods. Arguably, the lack of a specific payment time in the contract works in your favor because, absent a different specification of the time when payment is due, the payment was due upon delivery of your product to the buyer. The buyer has no legal argument that payment is not due at some point just because the contract was vague as to the date when payment is due.

Also, the buyer's failure to acknowledge your email confirming acceptance of the product does not get the buyer off the hook. Florida law provides that acceptance of goods can occur when the buyer fails to make an effective rejection after having had a reasonable opportunity to inspect them. In your scenario, two weeks would seem to be a reasonable opportunity to inspect. In addition, the buyer's offering of your product for sale on its website signifies the buyer's acceptance of your product because Florida law also provides that acceptance can occur when the buyer does any act inconsistent with the seller's ownership. The buyer offering your product for sale on the buyer's website is arguably inconsistent with your ownership of the product.

Based on the facts you have given, you appear to have a strong legal position from which to negotiate payment with the buyer. Of course, I cannot give that as my formal legal opinion without reviewing the actual contract and ascertaining all the relevant facts. If the buyer refuses to discuss this matter with you in a professional manner, further legal action may be warranted.

Please contact me if I can assist you further.

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Answered on 10/03/00, 10:33 am


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