Legal Question in Civil Litigation in New York
Breach of agreement to perform specific work
I entered into an agreement to provide services for someone for $1K and he had a ridiculous penalty clause that if not completed by deadline penalties incur at 1k per month. I hand wrote on the agreement and added on paragraph that dealt with service specifications, that if original specs changed (which they always do in this type of work) the agreement would be void. I did tons of work, HE CHANGED SPECS and now a year later he wants to sue me for 9K in penalties since the work isn't how he wants it. I have done a ton of work on project and he wants new stuff not in orig specs which I told him would cost more$ & take unknown time to do. He of course is threatening to sue. My options are simple, try to do additional requests not in contract and finish ASAP with no additional income, or tell him to get lost. He wants project finished to new specs plus 4K in penalties to settle. KEY Point: He has already paid me the 1K per the contract for work done on the project! He says if I don't accept his offer he will sue me for orig 1K, 9K in penalties, atty fees, costs he normally would have incurred anyway, etc. He wants me to drop everything and just deal with him. I do not believe the agreement is now valid. What should I do?
2 Answers from Attorneys
Re: Breach of agreement to perform specific work
Make an appointment with a contract attorney and have them read over the contracts. Sounds like you are being hosed. It will cost you money but in the end you will know the best course of action.
Re: Breach of agreement to perform specific work
1. A penalty clause in an agreement is not enforceable unless deemed reasonable by the court.
2. You anticipated the issue and made a change to the contract. I assume you sent him the changes before you commenced the work. He allowed you to commence the work and now seeks to ignore the modification to the contract. Under the theory of equitable estoppel he would not be able to ignore the modification in the contract unless he told you that he would be deleting your change before you commenced work.
Therefore, I would not provide any more labor unless there is an agreement in place to compensate you for your additional labor.
Mike.
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