Contract issues!

[brbe]

Gotten myself into quite an odd situation. I have been working with a specific client for going a decade now, and they have certainly been my best client for the majority of that. Recently, they were looking to get some work done in a rush. I sent in a contract proposal (letter agreement) and they said they would look it over, but since it was essentially the same contract I had used for countless other projects, there should be no problem and I should get started to meet project deadlines. Being that this was a longtime client with NO history of problems, away we go! Lots of pressure to get project done quickly, so I complied. Then there was an email that there might be an issue with the contract, but they would get it worked out, so continue working. I then emailed a pdf of some preliminary drawings(80% completion) which were clearly marked preliminary and were not signed or sealed. Email indicated that drawings were preliminary and were not to be used for construction. After submitting the drawings, I promptly finished the drawing and calc set, and worked on negotiating contract terms prior to submission of final set. Long story short, client's new attorneys would not negotiate on a few pieces of information, and I was emailed that my services would not be retained for the project. However, I know they are building based on the preliminary drawings I have provided.

I want to make sure I am not held liable for work on this project, and I certainly wouldn't mind getting paid for the work I produced. In addition, since I had a verbal and email to proceed I am of the belief that the design is IP belonging to my company and is not for their use since no money was paid for the design. Any suggestions(beside the old standard don't do work until you have a contract)?

 

[zdas04]

CONTACT YOUR ATTORNEY. Any advice you get from Engineers on this will be crap. We'll all tell you how we would approach this. Some will be spot on. Some will be so wrong that instead of just not getting paid you'll end up in jail if you follow the advice.

This is a case where a letter from an attorney to the client (with a phone call to the guy that told you to proceed without the contract) might make it all right. Or you could end up in court over this. Sounds like you have little to lose if you have to sue them (since your MSA has been cancelled). Call your lawyer.

It would be interesting to hear how this plays out, but call your lawyer.

David Simpson, PE
MuleShoe Engineering

http://www.muleshoe-eng.com

Please see FAQ731-376 for tips on how to make the best use of Eng-Tips Fora.

"It is always a poor idea to ask your Bridge Club for medical advice or a collection of geek engineers for legal advice"

 

[Ron]

Agree with Zdas04 on this. Get an attorney involved. Prior to that, issue a letter to the building official that states that the drawings are not complete and not acceptable for construction. Assuming they are not signed/sealed,state so and further state that you do not give permission for the use of YOUR drawings for the construction. Copy your client and your attorney.

Good luck.

 

[msquared48]

I agree with Ron. You don't want to be on the hook for a building built with incomplete drawings.

Mike McCann
MMC Engineering
Motto: KISS
Motivation: Don't ask

 

[rday]

I don't the the advice you're getting from the engineers here is crap. ;-)

Contact an attorney. NOW!

 

[brbe]

Thanks for the advice everyone. Was able to talk it out with the client, and they are expecting an invoice to pay and a letter indemnifying our company from all liability in their use of the preliminary drawings. Invoice will be done as if it was conceptual work only, and they will not receive the final design drawings. The client understands and is quite sympathetic to my situation, it is their new corporate attorneys who created the stink...

BTW, this is for a small "amusement structure", not a building, and this type of amusement is not currently regulated, so they are ok doing it by themselves. Not ideal, and they are taking on a whole lot of liability to do it, but not my problem.

I'll take 90% payment and NO liability whatsoever ANYTIME!

Thanks for the advice all! Great information here!

 

[zdas04]

rday,
I think you are saying that to send them a letter BEFORE contacting a lawyer would be a counter-productive thing to do (i.e., CRAP). I've been in that situation and when my attorney found out that I had sent a letter (actually an e-mail) I thought the poor guy was going to have a heart attack. He read my e-mail and pulled out his pen. He crossed out two words and added three words and it went from an incompetent document that hurt our position to one that would have helped (too late). Luckily I wasn't dealing with MuleShoe Engineering money then, but I cost my employer a bit of money by thinking that Engineers are qualified to do everything.

This is a three step process that eng-tips.com only has a place in step 3:
Step 1. Contact your lawyer
Step 2. Follow his advice
Step 3. Brag about the outcome

David