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

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.

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Attorney answers 4


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 general in nature and is not intended, nor should be construed, as legal advice for a particular case. This posting does not create any attorney-client relationship with the author. For specific advice about your particular situation, please consult with your own attorney.


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)
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Please review the email dated 7/2 ( below) to show beyond a clear intent to use our services and that indeed, only the final details including cancellation policy needed to be communicated for review. Also, the fact that they offered a list of hotels to contact for our stay during that period shows no ambiguity of intent. Please note that the first communication sent by them in Oct. 2012 was an enthusiastic request for our services based on prior engagements with another department within their corporation. "Could you kindly send me a revised pro-forma invoice indicating that we will have 85 guests and that the new hours are from 8AM-6PM? I can then start working with our accounting office to get the deposit and payment worked out. I forgot to address the cancellation policy with you. Could you please let me know what the cost implications are if we were to cancel either before or in the middle of the event? While I look into the details of the parking, loading area, linen etc, I also just wanted to let you know that I found two hotels which would be suitable for your stay here in L.A. Both offer free parking and are in the same neighborhood - , only 5 minutes driving and 20 minutes walking to our company."


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

No legal advice here. READ THIS BEFORE you contact me! My responses to questions on Avvo are never intended as legal advice and must not be relied upon as if they were legal advice. I give legal advice ONLY in the course of a formal attorney-client relationship. Exchange of information through Avvo's Questions forum does not establish an attorney-client relationship with me. That relationship is established only by joint execution of a written agreement for legal services. My law firm does not provide free consultations. Please do not call or write to me with a “few questions” that require me to analyze the specific facts of your history and your license application and prescribe for you how to get a State license. Send me an email to schedule a paid Consultation for that kind of information, direction, and assistance. My law firm presently accepts cases involving State and federal licenses and permits; discipline against State and federal licenses; and disciplinary and academic challenges to universities, colleges, boarding schools, and private schools. We take cases of wrongful termination or employment discrimination only if the claims involve peace officers, universities or colleges.


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

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