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What Happens When a Freelancer Does Work for a Client Without a Contract

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Re: What Happens When a Freelancer Does Work for a Client Without a Contract

#61

Post by Silhouette »

fat0wl wrote: post #58
Silhouette wrote: post #53

Earlier quoted context omitted.

I really doubt they can sue you for refusing to perform maintenance on their systems Of course they can. In most first world jurisdictions, anyone is free to bring a lawsuit against anyone else over anything, and then it's up to the court to decide on the merits of the case. If the court finds that the case was without merit, they might be able to compensate the successful party in some way depending on your particul…

Not to sound confrontational but I think you have quite a few misunderstandings about the software industry and at-will employment. Never have I ever seen any situation where an engineer is beholden to a client without having signed a long-term service contract or employment agreement.

In most places an individual can't be compelled to do much of anything for a client or employer regardless of what a contract says, since generic laws against slavery and similar concepts will apply. This is true almost everywhere in the first world, whether or not it has at-will employment. Normally there are some special legal provisions for cases where you need this not to apply, such as the military or emergency services.

However, it is entirely possible that a client could successfully claim back much of the compensation they paid for the original work via a civil suit if they subsequently argued that the original fee included maintenance and that maintenance was not in fact being carried out.

If it could be argued that the lack of maintenance also resulted in other damage to the client, they could potentially go after compensation for that damage as well. In the absence of a written contract putting clear (and legally enforceable) limits on such things, that could be far more expensive than just paying back the original revenues.

As an aside, this is particularly dangerous for freelancers, because if you don't have a written agreement making clear who the client was actually contracting to do the work, a court might find that it was the freelancer personally who was party to the agreement and not any corporate entity they normally work through. That would leave no legal shield to protect the freelancer from losing everything they personally own to settle a severe damages award.

Re: What Happens When a Freelancer Does Work for a Client Without a Contract

#62

Post by fat0wl »

larrys wrote: post #57
fat0wl wrote: post #47

Earlier quoted context omitted.

Eh, I appreciate the effort that is being put into this argument but the reality of it is that it's not for me. If I have to drive an hour to see my client or send a lot of things back & forth in the mail it's really just time wasted. A good professional relationship & a couple of emails is all I need for freelance. If you're talking about a long-term high dollar amount thing then sure, I understand. & the reason I d…

"but I'm a programmer not a businessman" Actually don't short change yourself just because you might not have gone to "business" school. (Did you?) For example: "If I have to drive an hour to see my client or send a lot of things back & forth in the mail it's really just time wasted." Which makes a lot of sense. You have to factor in the pros and cons of all of this which you are clearly doing. What do I stand to gai…

heh thanks for your vote of confidence... I've been getting a lot of flack on this thread for apparently having a controversial view but it's something I've reached through years of freelance in NYC & long-term contract work with a couple of major corporations. No business school, just easy-come-easy-go focus-on-the-bigger-picture engineering gigs.

I say I'm not a businessman not because I don't do business, but because I just try to keep my focus on my skills that are actually generating revenue. In the end we're all at the will of the market and my personal belief is that the more pressing need is to understand those ebbs and flows rather than trying to build a safe-room. Chomsky I think said something about how 9/11 couldn't be a conspiracy because it would involve too many irrational actors working in concert. We must assume man to be rational. Kindof a non-sequitur, I know, but I approach business with this attitude. Assume you are dealing with rational actors, be a good judge of character (don't do a ton of work on spec for a business that is clearly failing, for example), and ride the wave. With this approach, the potential for gains is great and the losses are there but can easily be left in the rear-view mirror. Otherwise you will spend your week working and your weekends doing pro-bono bookkeeping for your own ventures. Seems we are very much in agreement here, hah.

Re: What Happens When a Freelancer Does Work for a Client Without a Contract

#63

Post by tzs »

You have a contract. You just don't know the terms.

You might be able to guess them with sufficient knowledge of the law of your jurisdiction. In the US (other than Louisiana [1]), you'd need to know at least State and possibly Federal contract law, common law, and a bunch of court cases.

[1] Louisiana based its law on French and Spanish law, which derive from Roman law. The other 49 states base their law on English common law.

Re: What Happens When a Freelancer Does Work for a Client Without a Contract

#64

Post by fat0wl »

larrys wrote: post #59
fat0wl wrote: post #55

Earlier quoted context omitted.

Yes this is the business world exactly as I've experienced it. Specifically, #2-4. Handshake deals are great for people who are generally sane and trying to pick up momentum. People advise you lock everything down 100% but they don't realize what a time/energy drain it is on both parties. A quote sets up a reasonable negotiating point and then any deviation from that can be discussed. The client eats it or the worker…

I'll tell you an interesting thing that I learned in a past business where we were given many rush jobs. Let's see how you view this. a) Client comes with a rush job and asks you to quote the job and you do. You give them a price. b) Same clients comes to you and says "just get the job done and bill me whatever it is. I need to get this done." My question to you (or anyone else) is "under which situation did we end u…

Hmmm my gut says A. When you give a quote it sets up a reasonable expectation and even if you go over-budget clients usually understand if you don't deviate by too much.

With B you have to pull the trigger on it all-at-once so I feel like it leaves you more inclined to bring the price down to avoid sticker shock.

"A" probably has a better "return customer" conversion rate too, no? Because they weren't on as much of an emotional-financial roller-coaster, it was just the execution of a process understood by both parties. So I'd guess with A you have a better shot both at short term money and future endeavors.

How did it work out really?

Re: What Happens When a Freelancer Does Work for a Client Without a Contract

#65

Post by mechanical_fish »

fat0wl wrote: post #62
larrys wrote: post #57

Earlier quoted context omitted.

"but I'm a programmer not a businessman" Actually don't short change yourself just because you might not have gone to "business" school. (Did you?) For example: "If I have to drive an hour to see my client or send a lot of things back & forth in the mail it's really just time wasted." Which makes a lot of sense. You have to factor in the pros and cons of all of this which you are clearly doing. What do I stand to gai…

heh thanks for your vote of confidence... I've been getting a lot of flack on this thread for apparently having a controversial view but it's something I've reached through years of freelance in NYC & long-term contract work with a couple of major corporations. No business school, just easy-come-easy-go focus-on-the-bigger-picture engineering gigs. I say I'm not a businessman not because I don't do business, but beca…

Assume you are dealing with rational actors, be a good judge of character…

You work for corporations, right?

It's never a good idea to bet big money that a human being who is rational and classy today will remain so for months or years in the future. (After you've lived with a few Alzheimer's patients, you'll know what I'm talking about.) But corporations aren't even human. Their character is literally for sale. The honest and rational person you worked for on Monday could be bought out and replaced by a knuckle-dragging troll before the week is out.

Seven years from now, when one of your customers has been acquired by some new company that has never heard of you, and that new company's East Texas-based law firm decides to make some easy money by sending out letters like this:

"We had a software problem last month that we believe cost us $1 million and which we traced to a line of code that you committed eight years ago. Would you like to pay us $200k, or defend our incipient lawsuit?"

What are you gonna do? My plan is to take the problem to my lawyer, who will say: "Can you give me a copy of the signed contract that, together with an hour of my time, will make this problem go away forever?" And I will say: "Yes".

And it's not like this contract took months of my time to create. If you're not picky, you call up a lawyer, you say "I need a boilerplate consulting contract," they pull one out of the files and hand it to you.

Re: What Happens When a Freelancer Does Work for a Client Without a Contract

#66

Post by larrys »

fat0wl wrote: post #64
larrys wrote: post #59

Earlier quoted context omitted.

I'll tell you an interesting thing that I learned in a past business where we were given many rush jobs. Let's see how you view this. a) Client comes with a rush job and asks you to quote the job and you do. You give them a price. b) Same clients comes to you and says "just get the job done and bill me whatever it is. I need to get this done." My question to you (or anyone else) is "under which situation did we end u…

Hmmm my gut says A. When you give a quote it sets up a reasonable expectation and even if you go over-budget clients usually understand if you don't deviate by too much. With B you have to pull the trigger on it all-at-once so I feel like it leaves you more inclined to bring the price down to avoid sticker shock. "A" probably has a better "return customer" conversion rate too, no? Because they weren't on as much of a…

You are correct it is "a".

Reason was simple.

Customer was under duress and needed to get a job done. You stated a price and they accepted that price. That agreement was important.

With "b" - "whatever it costs is ok!" they could come back and say "Wow I didn't know it would be that much". So even though most people would go for "b" my experience was "a" was better.

Of course now if I wanted to argue the other side I could say if you really were trying to jack up the price than "b" might be better. Why? Because you are jacking up the price so if the customer say "I didn't know it would be so much!" you have some flexibility to throw them a bone and lower the price and make them happy.

My attorney on bills typically puts in all the hours he spends as "time spent, time billed" giving you some idea that you are actually saving money. As if he is cutting you a break.

"and future endeavors"

Right because you managed expectations successfully. Same reason perhaps paying $35 for parking is not the same as getting a $35 parking ticket.

Re: What Happens When a Freelancer Does Work for a Client Without a Contract

#67

Post by tptacek »

mechanical_fish wrote: post #65
fat0wl wrote: post #62

Earlier quoted context omitted.

heh thanks for your vote of confidence... I've been getting a lot of flack on this thread for apparently having a controversial view but it's something I've reached through years of freelance in NYC & long-term contract work with a couple of major corporations. No business school, just easy-come-easy-go focus-on-the-bigger-picture engineering gigs. I say I'm not a businessman not because I don't do business, but beca…

Assume you are dealing with rational actors, be a good judge of character… You work for corporations, right? It's never a good idea to bet big money that a human being who is rational and classy today will remain so for months or years in the future. (After you've lived with a few Alzheimer's patients, you'll know what I'm talking about.) But corporations aren't even human. Their character is literally for sale. The…

To add to this: I would guess that the majority of our contracts are boilerplate, and executing them involves no additional legal expense.

Re: What Happens When a Freelancer Does Work for a Client Without a Contract

#68

Post by LukeShu »

fat0wl wrote: post #27
LukeShu wrote: post #25

Earlier quoted context omitted.

> The reality of it is that businesses can't just stiff > you on a bill if they agreed to pay for your services That feels like it should be true, but it's not. I'm not just speaking about software; a large portion of my family is in construction, and I'm shocked at how often client businesses think they can get away with just not paying them. Perhaps it actually is better in the software world, where clients (hopefu…

Hmm I'm sorry to hear that. :-/ But if they brought a civil suit they would win easily, no? That's what I really meant by that line. My father is a lawyer & every time I bring up something like that to him he laughs. "Of course they have to pay, it's just too much trouble sometimes. Usually just the threat of legal action is good enough." Maybe it's not so simple but that's a shame.

Oh, yeah, they eventually get paid. It's just shocking how many people try to not pay them.

Re: What Happens When a Freelancer Does Work for a Client Without a Contract

#69

Post by larrys »

tptacek wrote: post #67
mechanical_fish wrote: post #65

Earlier quoted context omitted.

Assume you are dealing with rational actors, be a good judge of character… You work for corporations, right? It's never a good idea to bet big money that a human being who is rational and classy today will remain so for months or years in the future. (After you've lived with a few Alzheimer's patients, you'll know what I'm talking about.) But corporations aren't even human. Their character is literally for sale. The…

To add to this: I would guess that the majority of our contracts are boilerplate, and executing them involves no additional legal expense.

Side note from when I was in the printing industry and handled forms and contracts..

You stand a better chance of getting something agreed to (in some contracts) if you are using a pre-printed form with fill in the blanks or a form that appears to be a "standard" form. (Like a lease etc.)

A "standard" form is more likely (once again by certain parties) to just get signed and not questioned because it appears to be "the way things are done". Presenting someone with a 10 page microsoft word document screams "shit I'd better read this".

Car dealers do this as well. They have forms where the have pre-printed in the gotcha fees (title transfer etc.) as if to say "hey this is the way it's done and everyone is charged that way".

Re: What Happens When a Freelancer Does Work for a Client Without a Contract

#70

Post by fat0wl »

larrys wrote: post #66
fat0wl wrote: post #64

Earlier quoted context omitted.

Hmmm my gut says A. When you give a quote it sets up a reasonable expectation and even if you go over-budget clients usually understand if you don't deviate by too much. With B you have to pull the trigger on it all-at-once so I feel like it leaves you more inclined to bring the price down to avoid sticker shock. "A" probably has a better "return customer" conversion rate too, no? Because they weren't on as much of a…

You are correct it is "a". Reason was simple. Customer was under duress and needed to get a job done. You stated a price and they accepted that price. That agreement was important. With "b" - "whatever it costs is ok!" they could come back and say "Wow I didn't know it would be that much ". So even though most people would go for "b" my experience was "a" was better. Of course now if I wanted to argue the other side…

Heh right on I actually thought of that flexibility / throw them a bone bit after I already posted. I think that's the abstract bit, is that these things need to be negotiated in real-time for it to make any sense. If you find you're doing too much work or it's something that requires a lot of specialized knowledge, you need to get that level of pay while having it make sense to the client. I know some people try to whine that this amorphous rate idea is sketchy but then I hear stories about freelancers & small web ventures trying to do psychotic shit like quoting 2k/month for "site maintenace" or getting a 5k contract for "SEO". I deliver MUCH better quality of service to my clients than these "professionals" who are trying to set up bunk service contracts as sources of recurring income. The reality is you need to have your client's trust. I do the best work I can & if I feel I deserve extra for a job and can justify it, by all means I say so and negotiate it. And I do something similar to your lawyer in that I don't bill for email/communications unless we have time blocked for a longer meeting, so it's hard for the client to ever feel as if they've overpaid. 15 minutes on the phone every day or so on the job I let slide. Then I log most of my hours by task. What I want is to deliver them value so they can succeed and give me more work. Most clients can appreciate that.

Man I like your attitude larrys. Business really is an art, & I think my role model is kindof like "Better Call Saul" but without the illegal activities. He starts off as a sketchy, unlikable guy but then you notice that his clients are always satisfied and they are all well-paid. :D

It seems much easier to reach that type of relationship by doing some high-velocity business rather than dragging the process down &, as you said, letting everyone dwell too much on $$ signs.

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