Do I have an intent of agreement claim after ten months of serious good faith negotiations.

Asked about 1 year ago - Goleta, CA

In Oct. 2012, a client contacted us via email because they were "very" keen on having our espresso catering services for an eleven day event in August. 2013. After ten months of extensive email and telephone negotiations, including several modified contract requests and June 26, 2013 onsite meeting, we got an email on July 10, 2013 that they would not be utilizing our services due to logistical challenges and budgetary constraints. Please note that we neither pursued inquiries nor marketed other clients for August given that every detailed communication by the client (including budget and logistics early on) indicated a very clear "intent" to use our services. Do we have a cancellation claim against them? They say no because they didn't sign a final contract nor give us a deposit.

Attorney answers (4)

  1. Robert Harlan Stempler

    Contributor Level 19

    5

    Lawyers agree

    Answered . Without a contract (oral, written, or implied), then there is no basis for suit for breach of contract or for cancelling negotiations. There is no claim in this state for backing out of a negotiation, if no contract is reached. However, if you believe that there were misrepresentations, that you relied on them, and based on that reliance you changed your position and were damaged, you may be able to sue for fraud. However, next time, before you turn away any other business, you should only do it based of a firm commitment (that is, an actual contract), not "extensive negotiations." If you sue in small claims court, be sure to explain how you relied on this and the direct damage and business losses, which you may need to prove with your bookkeeper and or an accountant. If you have more damage than $10,000, you need to retain an attorney who handles business litigation.

    Robert Stempler (please see DISCLAIMER below)
    www.StopCollectionLawsuits.com
    www.facebook.com/SoCalConsumerLawyer
    Twitter: @RStempler

    NOTICE: The above statements are provided for general information purposes only and are not intended as legal... more
  2. Frank Wei-Hong Chen

    Contributor Level 20

    2

    Lawyers agree

    Answered . No, not likely. These types of claims are very fact specific. Your post does not indicate that this was going to be an exclusive business relationship when you acted in reliance upon your perceived intent to use your services. Nothing prevented you from soliciting other clients for the month of August.

    Generally speaking, unless there is a written contract or unless there is a specific enough oral contract coupled with monetary consideration, you would not have a viable claim against them for failure to agree.

    Frank W. Chen has been licensed to practice law in California since 1988. The information presented here is... more
  3. Christine C McCall

    Pro

    Contributor Level 20

    2

    Lawyers agree

    Answered . You want to hold a potential client to the terms of a deal you didn't make!

    If negotiations were enough to bind someone, then no one would enter negotiations without first negotiating the therms of the negotiations. A deal is what happens when you reach agreement. Until you have a deal, you don't have a deal.

    You need to step back, take a deep breath, and consider the bigger picture. You don't want this particular dispute. This is the kind of dispute that will make other potential clients stay all the way away from you for fear that you will make claims based on "Hello." In this digital Yelp-ified business climate, your contention is dangerous, short-sighted and a potential business-killer. Be smarter than that and live to sell another day to other clients.

    Christine McCall, License Advocates Law Group
    www.LicenseAdvocates.com
    www.CaliforniaLicenseLaw.com

    No legal advice here. READ THIS BEFORE you contact me! My responses to questions on Avvo are never intended... more
  4. Athina Karamanlis Powers

    Pro

    Contributor Level 17

    Answered . Generally I agree with my colleagues but I need to really point out that before you just dismiss the issue of suing you need to discuss your issue with a responsible attorney that is a fraud examiner.
    There are many variables that can affect the decision to file against a party that after months and months of negotiations put you literary OFF.
    Some of the lawyers in avvo are Fraud Examiners. We can assist you with accurate evaluation of your issue. This is not a conventional contract negotiations issue.It involves issues that are connected with potential fraud

    Disclaimer:Attorney and Fraud Examiner.One of few that are Certified Fraud Examiners (CFE). The information... more

Can't find what you're looking for? Ask a Lawyer

Get free answers from experienced attorneys.

 

Ask now

31,365 answers this week

3,180 attorneys answering

Ask a Lawyer

Get answers from top-rated lawyers.

  • It's FREE
  • It's easy
  • It's anonymous

31,365 answers this week

3,180 attorneys answering