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By James W. Walker
Have you ever performed work for a client without getting the client’s signature on a contract? If a problem later surfaced, could you enforce its terms? In many states, the answer is a resounding …maybe. Signed contracts are important because they establish with certainty who the client is, what services you have agreed to provide, what you will be paid, what the client’s responsibilities are, when your work is finished, methods for dispute resolution, and so forth. Even without a signed engagement letter, however, you still have the contract you negotiated orally. You just don’t know for sure if you and your client agree on its terms or remember the negotiated terms the same way. You may never know if there is disagreement over the terms of your agreement until there is a problem. Most courts will enforce unsigned or partially signed contracts in the right circumstances, but which circumstances are the “right circumstances” is difficult to predict. Here are some tips to remember when a client avoids, “forgets,” or refuses to sign a written contract. If possible, try to get it in writing. Remember . . .
If you still can’t get the client to sign, do the following . . .
All too often, clients have greater expectations of what you are responsible for that is appropriate. When a problem later arises, the client is quick to assign blame to you. A well-written, signed contract is often your best defense. In the absence of a signed agreement, being in a position to prove its terms can bring an early end to time consuming and expensive litigation.
James W. Walker is a partner at Vandeventer Black LLP. He is licensed in Virginia and Washington, D.C. and devotes a substantial portion of his practice to representation of design, construction and accounting professionals. If you have any questions, please feel free to contact the author directly at 804.237.8800 or by email at firstname.lastname@example.org. This article does not constitute legal advice and is intended for general information purposes only. Readers should consult with legal counsel to determine how laws, suggestions, and illustrations apply to specific situations.
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