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Can a software sub-contractor be held liable for the cost of changes made to their work without their knowledge?

Plano, TX |

I wrote an application for a client of the contractor. Client let me know there were having an issue with the app. I spent a week trying to reproduce the problem but could not identify the cause.

On my own time and dime, I decided to rewrite the app from the ground up in the hope it would stop the current issue.

1 week prior to finishing the update I terminated my relationship with the contractor due to an unrelated issue. I told the client I would be happy to finish working on all outstanding projects but they decided they no longer wanted to work with me. They knew I was working on a revision of the app.

Contractor now refuses to pay me for work because they claim they had to pay to have my app re-written by someone else.

Do they have any legal basis to do this?

There is no written contract between myself and the contractor. Neither is there a non-compete nor non-disclosure contract. (yes, I know this is highly irregular) The work the contractor is withholding payment on, is unrelated to the client's application. I could not recreate the problem on the clients workstation. I could not recreate the problem the client was experiencing using their data on my system. I chalked it up to some kind of user error.

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Attorney answers 2


If your software did not work, and you knew or should have known that your software would not work, you will have a hard time securing payment.

You really need to retain an attorney to evaluate your contract, and the pertinent paperwork and communications. There could be enough of your software and intellectual property that is useful, that you should be paid for some or all of your services.

Good luck.


The key factor is the language of your contract. It *should* spell out how final payment upon termination should be handled. If the language is insufficient to address your situation then it can depend on a number of factors. I imagine the payment owed is more than a few hundred dollars. If so, it is probably worth your time and money to speak with a local business lawyer about your situation.

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