Legal Question in Business Law in New York

we are a design firm about to go to contract with a client to build them an ecommerce website. they are saying that we need to put into the contract a timeline or completion date for the project because the way it is now we could potentially take as long as we want to deliver, however, we know that this guy is so bent on sticking to the schedule, that we are worried that he could say we're in default of the contract even if things delay the job beyond our control. How can we word it so that it is mutually equitable and leaves some breathing room in the schedule?


Asked on 9/15/10, 6:13 pm

2 Answers from Attorneys

Contract law has a concept called "substantial performance" also known as "material performance." This provides some flexibility as against any minor or non-material deviations from the language of the contract.

To avoid misunderstandings between the parties, however, it is best to leave some terms as broad as possible while providing definitive boundaries so that your client gets a sense of a finalization. For example instead of committing to a date of completion, specify a week of completion (e.g. "phase one will be completed on the week of October 4") or clearly specify the factors that are beyond your control so that your client is aware of them as well. You might be surprised to find out that your client may not even be aware that certain matters are beyond your control as developer.

Some attorneys, including myself, are willing to review contracts drafted by a vendor, at a minimal cost, to make sure you get the flexibility you need and the client gets the deliverables when they need them.

Roman Fichman Esq.

TheLegalist.com

(212) 337-9837

Start-Ups * Technology, Internet & New Media * IP & Business Law

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Answered on 9/20/10, 8:21 pm
David Ganje Ganje Law Office

Skillful lawyer draftsmanship will protect you and still give time goals to the other contracting party. This can be accomplished and often is in such performance contracts. Please feel free to call my office if you wish to discuss this process.

This answer is provided for your information only to help you understand some of your legal rights. It should not be relied on as legal advice because it is not a substitute for the full consultation and advice of an attorney. Nothing contained in my comments constitutes the establishment of an attorney-client relationship.

David L. Ganje

Attorney at Law

Ganje Law Offices

Two Tower Place

Albany, NY 12203

(518) 437-9000

Fax - (518) 437-9115

[email protected]

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Answered on 9/21/10, 1:50 pm


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