Can I Sue My Client For Breach of Contract?

[judgediatl]

What is the name of your state (only U.S. law)? - OHIO/TENNESSEE

I do video production out of my home in Ohio. I've had a contract with a church in Tennessee to provide monthly episodes of a program they send me which I edit and return to them. The contract states they have to offer me X amount of work each month guaranteed in exchange for discounted rates. We've had this agreement going on five years now.

The contract length is a period of two years at a time and it clearly states they must give me 90 days notice if they intend not to renew each time (so I can make other arrangements to replace this income without having it jerked out from under me at the last minute). The contract came up for renewal this past January, at which time they did not inform me they wished to not re-up for another two-year period (quite the opposite in fact, as they seemed very enthusiastic about the future).

However, this past May (after my monthly paycheck did not arrive) they called to state they were dropping me and would not be paying me anymore. When I explained we still had a binding contract that had already auto renewed (they usually sign a new paper contract after each one expires, however this time they did not) they told me to just take them to court. They supposedly spoke with their lawyer and believe they are not legally bound to our agreement any longer since they didn't sign anything again this last round. To cover me end, I've continued sending them edited videos since then without pay to ensure I'm holding up my end of the contract and can't be seen as being in breach either.

I have two questions. First, are they right? I thought I had covered against this kind of thing in the verbiage about giving me notice. I'm not sure if I legally can sue them for the remaining balance (which the contract outlines will fall due if the terms are ever breached). Second, since I'm in Ohio and they are in Tennessee, where should my lawyer be located? Should I hire someone up here or down there (as I'm not sure which court system would handle it).

Any guidance would be much appreciated. Thanks!

 

[Dave1952]

Did you renew the contract in January 2015? Nothing that you've quoted convinces me that the initial contract had an auto-renewal clause. The church kept you on after the initial contract lapsed. After that, why do you believe that they could not fire you? There was no longer a requirement that they give you 90 days notice because you let the contract lapse which was your right.
I do think that they owe for the work that you did in May since they failed to notify you in a timely manner that they were ending the business association

 

[judgediatl]

Hello all. Sorry it's been a while since I've been able to follow up with a reply, but life kinda' got in the way for the last little while. But now I'm back and ready to revisit this. I copied the part of the contract that specifically deals with them being required to give me proper notice (which they've agreed to and signed off on for the last several years). It's in the section that deals with both early-termination and renewal:

Section 1.02 - EARLY TERMINATION AND RENEWAL:
I. Failure to comply with the terms of the agreement, such as early termination by the Client, will result in the remaining balance of the agreement falling due.
II. Intent not to renew agreement beyond the initial TWENTY FOUR MONTH (24 Month) term must be communicated NINETY DAYS (90 Days) prior to the last day of the term, June 1st 2016.

Also, I want to be clear about one thing in regards to my motivations and why I'm pursing this. I heard someone else mention I don't have much of a case, because I can't prove not giving me notice harmed my business in any way or prevented me from replacing that income.

This is not my gripe. I agreed to provide video production services over the course of the term for a significantly reduced rate in exchanged for guaranteed work (hence the 24 month term). These are rates they would have never gotten from me other wise, had they not agreed to certain terms. One of those terms was them not dropping me at the end of the contract without notice, so I could then have enough time to put things in place and plan ahead (which is why I gave them the 90 day window). However, they ignored this agreement which is in black and white (a term that isn't new and that they've know about for years) and just jerked the rug out from under me. So this isn't as much to do with future clients as it is I feel I gave away services at a reduced rate over the course of the contract in exchange for a proper 90 day wind down period that I never received.

So looking at it from that stand point, am I in the right in feeling that I was cheated out of a reduced rate and they didn't uphold their end of the bargain by not giving me the notice I required?

 

[Zigner]

Hello all. Sorry it's been a while since I've been able to follow up with a reply, but life kinda' got in the way for the last little while. But now I'm back and ready to revisit this. I copied the part of the contract that specifically deals with them being required to give me proper notice (which they've agreed to and signed off on for the last several years). It's in the section that deals with both early-termination and renewal:


Also, I want to be clear about one thing in regards to my motivations and why I'm pursing this. I heard someone else mention I don't have much of a case, because I can't prove not giving me notice harmed my business in any way or prevented me from replacing that income.

This is not my gripe. I agreed to provide video production services over the course of the term for a significantly reduced rate in exchanged for guaranteed work (hence the 24 month term). These are rates they would have never gotten from me other wise, had they not agreed to certain terms. One of those terms was them not dropping me at the end of the contract without notice, so I could then have enough time to put things in place and plan ahead (which is why I gave them the 90 day window). However, they ignored this agreement which is in black and white (a term that isn't new and that they've know about for years) and just jerked the rug out from under me. So this isn't as much to do with future clients as it is I feel I gave away services at a reduced rate over the course of the contract in exchange for a proper 90 day wind down period that I never received.

So looking at it from that stand point, am I in the right in feeling that I was cheated out of a reduced rate and they didn't uphold their end of the bargain by not giving me the notice I required?

I thought you said they didn't sign the renewal contract last time around...

 

[judgediatl]

I thought you said they didn't sign the renewal contract last time around...

They signed a contract in January 2013 that was for a 24 month term (so it spanned from the 1st day of 2013 to the 1st day of 2015). In that contract, under the renewal clause I posted above, it states they must give me 90 notice if the do not plan to renew it after the 1st day of 2015. They did not do that, even though the signed the contract back in 2012 stating such (and this was the second or third time they signed this exact same contract with these terms).

 

[RRevak]

Where in your contract does it address the auto renewal because I don't see it?

 

[Zigner]

Where in your contract does it address the auto renewal because I don't see it?

I'll expand on that for the OP, since the OP thinks he already posted the answer.

II. Intent not to renew agreement beyond the initial TWENTY FOUR MONTH (24 Month) term must be communicated NINETY DAYS (90 Days) prior to the last day of the term, June 1st 2016.

This clause does not say that the contract is automatically renewed.