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| Contractor Law Question |
Question:
My company is the primary contractor
for a major cable tv company in California.
We do door to door sales of this company's
products. We are having problems with
the marketing manager because she
was hired from a different field and
has no clue how to manage what we
do. Before her we were doing great,
now we don't even want to work there
and are pulling out.
They generate an invoice that is sent
to us and we in turn use it to pay
our sales people. If you think about
it, it's actually being done in reverse.
We should be telling them the work
performed and generating the invoice,
but they are actually generating an
invoice for us and telling us what
they will pay on.
As stated earlier we are leaving the
project, but they are now holding
our invoice and will not send it to
us. Now we will have a very hard time
getting our salespeople paid by Friday
without this information. They say
they will give us the invoice
when we turn in a set of keys they
gave us to open cable boxes in their
system. My question
is, can they hold our invoice hostage
until we return the keys? The keys
are with our project manager, and
he is out of state on business,
we were not expecting this so we never
told him to turn them in. We gave
a month notice about leaving and we
still have 2 weeks left on the notice
so it got us by surprise. Does anyone
know if this is something they can
legally do?
Answer:
- My company is the primary contractor
for a major cable tv company in -
California. We do door to door sales
of this company's products. We are
- having problems with the marketing
manager because she was hired from
a - different field and has no clue
how to manage what we do. Before her
we were - doing great, now we don't
even want to work there and are pulling
out.
- They generate an invoice that is
sent to us and we in turn use it to
pay our - sales people. If you think
about it, it's actually being done
in reverse. We - should be telling
them the work performed and generating
the invoice, but - they are actually
generating an invoice for us and telling
us what they will - pay on.
- As stated earlier we are leaving
the project, but they are now holding
our - invoice and will not send it
to us. Now we will have a very hard
time - getting our salespeople paid
by Friday without this information.
They say - they will give us
the invoice when we turn in a set
of keys they gave us - to open cable
boxes in their system. My question
is, can they hold our - invoice hostage
until we return the keys? The keys
are with our project - manager, and
he is out of state on business,
we were not expecting this so - we
never told him to turn them in. We
gave a month notice about leaving
and - we still have 2 weeks left on
the notice so it got us by surprise.
Does - anyone know if this is something
they can legally do? Does the customer
have an obligation to give you an
invoice? If that obligation
arises from a contract, then they
don't have the right to withhold the
invoice. You can sue for breach.
But if the customer has no contract
obligation to give you an invoice,
then an obligation probably has not
been created by their past practices.
"Course of Performance"
and "Course of Dealing"
are legal concepts which give weight
to the manner in which the parties
have acted in performance of a particular
contract, or in their past dealings.
But evidence of past performance
or dealings is relevant only in interpreting
a contract. The concepts don't
create obligations. If the contract
is ambiguous about the customer's
obligations, Course of Performance
evidence can be used to resolve the
ambiguity. But if there is no
ambiguity, Course of Performance evidence
is not relevant or admissible.
Regardless of what the answer is concerning
the customer's obligations, get the
project manage to UPS the keys to
you today.
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