Legal Question in Business Law in New York

Liability for past non-invoiced sales

I am a software reseller with 3 year agreement with developer. I register each software sale with developer via internet to obtain a registration code at fixed fee per sale. Over the past 3 years, the developer has failed to invoice me for about 10% of sales registered, due to what I believe is a glitch in their system. Due to poor relations and territorial infractions on their part, I have not been inclined to bring it to their attention. The contract is ending, my company is going out of business, and they will eventually discover, after taking over the territory, that they failed to invoice me for these sales (a considerable sum over 3 years). Once the contract ends, how far back am I liable for paying these past fees? I may sell them some other marketing info and other closing issues, and as part of that closing agreement, I may have a clause that states that ''both parties agree that no further claims will be made by either party regarding past verbal agreements, sales or future returns'' - will that clause protect me against the past fees due? Thank you.


Asked on 5/30/02, 1:23 pm

2 Answers from Attorneys
Jonathan J. Braverman Jonathan J. Braverman, Attorney & Mediator

Re: Liability for past non-invoiced sales

There are a number of variables here, which would require a thorough interview and examination of relevant documents, before I could advise you.

If you wish to discuss this with me privately, please call to schedule a consulation: (516) 741-7799. I practice in NYC and Long Island.

For more information, please visit my web site.

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Answered on 5/30/02, 1:41 pm
David Slater David P. Slater, Esq.

Re: Liability for past non-invoiced sales

Breach of contract actions may be brought in NY for 6 years after breach. The clause you have is ok but I would add that in consideration of the new sales agreement each party releases each other for any past claims or liabilities.

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Answered on 5/30/02, 2:12 pm


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