Legal Question in Business Law in New York

Disagreement over what the ''Term'' of a contract is

I'm providing professional services for a living. Below is language about the term of an agreement I have with a client. In November 2008 the client extended the agreement for another quarter. Now they want to extend it again - but the way I read it, they can't extend the term every quarter (and I don't want them to). In November 08 I thought they had one chance to extend the agreement for up to 4 quarters - of which they only chose to extend it for one quarter. Do I have any legal protection here if I don't want to accept their request for another extension?

This Agreement will take effect on the Effective Date, and shall continue until December 31, 2008. Upon thirty days notice prior to the end of the Term, they Client may, in writing renew this Agreement for up to four, three-month periods beginning January 1, 2009.


Asked on 3/01/09, 7:44 am

3 Answers from Attorneys

Nancy Delain Delain Law Office, PLLC

Re: Disagreement over what the ''Term'' of a contract is

I read this clause as saying that the client can, at his option (meaning you don't get a say in this), renew the agreement for up to one year. I see nothing in the language that you have provided that requires them to extend it for all four quarters at one time; the Term would end at the end of the extension requested. Based on the language that you have provided in your question, they can notify you at the beginning of March (i.e., now) that they want to renew for April-June, then at the beginning of June that they want to renew July-September, then again at the beginning of September for October-December.

Personal service agreements, though, are Special in terms of enforcement. You NEED to discuss your situation with an attorney who practices contract law. There may be ways that you can get out of agreeing to the extension, but you have not provided any language that allows you to do so in your question.

Understand that my reading of the language you have provided is done in a vacuum; this is not the way to construe a contract. Contracts are construed as a whole and you have given me only one clause. The rest of the document may have terms in it that would change what I have said here, dramatically. Take the contract -- the entire document -- to your lawyer for a more reliable reading.

THE INFORMATION PRESENTED HERE IS GENERAL IN NATURE AND IS NOT INTENDED, NOR SHOULD IT BE CONSTRUED, AS LEGAL ADVICE. THIS POSTING DOES NOT CREATE ANY ATTORNEY-CLIENT RELATIONSHIP BETWEEN US. FOR SPECIFIC ADVICE ABOUT YOUR PARTICULAR SITUATION, CONSULT YOUR ATTORNEY.

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Answered on 3/01/09, 9:00 am
NEAL SPECTOR, ESQ. NEAL S. SPECTOR, P.C.

Re: Disagreement over what the ''Term'' of a contract is

The client is mistaken. The option period is clearly defined and does not "move" wit the extension.

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Answered on 3/01/09, 9:20 am
Johm Smith tom's

Re: Disagreement over what the ''Term'' of a contract is

Your contract doesn't say what you wanted. Call or write if you want help with this.

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Answered on 3/01/09, 6:41 pm


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