B2B, one business out of state

[WorkingStiff]

I was engaged by the corporate office of a new franchise going in local to me for some products. We determined exactly what was needed, and was given a design from the corporate office. I was approved to start working on this via email from our contact at the corporate office. I was having the work of creating the product outsourced to one of my vendors. I had the order in, and within a day had gotten notification back that the items had shipped. After getting that notice, my contact at the corporate office emailed me wanting to know if we had started yet, and to put a hold on it due to a change in how much they wanted to get done. I replied saying we had outsourced the creation of the products and that I expected them to show up the next day. The product did show up the next day. I emailed them asking how they wanted to proceed. My contact finally got back to me saying we didn't have a contract, and that she wanted pricing on just the reduced amount of product. I told her my money had already been spent and that there is no way for me to return it. She is now asking for the amount I spent on the product so that we can split the cost. I was willing to reduce the amount owed to me by about $700 ($1857 to $1155). I am not getting a reply after 3 days. What are my options for taking the corporate office to civil court to get the full amount of this order? Can I take them to civil court since I am in Colorado and they are in Florida?

 

[quincy]

I was engaged by the corporate office of a new franchise going in local to me for some products. We determined exactly what was needed, and was given a design from the corporate office. I was approved to start working on this via email from our contact at the corporate office. I was having the work of creating the product outsourced to one of my vendors. I had the order in, and within a day had gotten notification back that the items had shipped. After getting that notice, my contact at the corporate office emailed me wanting to know if we had started yet, and to put a hold on it due to a change in how much they wanted to get done. I replied saying we had outsourced the creation of the products and that I expected them to show up the next day. The product did show up the next day. I emailed them asking how they wanted to proceed. My contact finally got back to me saying we didn't have a contract, and that she wanted pricing on just the reduced amount of product. I told her my money had already been spent and that there is no way for me to return it. She is now asking for the amount I spent on the product so that we can split the cost. I was willing to reduce the amount owed to me by about $700 ($1857 to $1155). I am not getting a reply after 3 days. What are my options for taking the corporate office to civil court to get the full amount of this order? Can I take them to civil court since I am in Colorado and they are in Florida?

You never agreed with the corporate office on a price for the products?

 

[zddoodah]

I was engaged by the corporate office of a new franchise going in local to me for some products.

What does "engaged . . . for some products" mean? Does that mean that this corporation entered into a contract with you for you to provide these products?

We determined exactly what was needed, and was given a design from the corporate office.

"We"?

My contact finally got back to me saying we didn't have a contract

Do you agree or disagree with this?

What are my options for taking the corporate office to civil court to get the full amount of this order?

You can't take an office to court. Whether you have a viable case depends on answers to the questions I asked. It might also be helpful if you told us what the products are and gave a brief summary of your interactions with the corporation.

Can I take them to civil court since I am in Colorado and they are in Florida?

Suing in Florida for less than $2k won't be practical. You can sue in Colorado, but unless the defendant has assets or a source of income in Colorado, it will be a waste of time. I would suggest that, in the future, you consider requiring full payment up front.

 

[WorkingStiff]

You never agreed with the corporate office on a price for the products?

We did agree on a price and exactly what would be done. I sent an email saying we would get things going and I would contact them when everything was ready to schedule an installation. I received an email back saying "that sounds great..."

 

[WorkingStiff]

What does "engaged . . . for some products" mean? Does that mean that this corporation entered into a contract with you for you to provide these products?

- Although I never had them sign anything, I've been in business 12 years doing this and have not had any issues. I have emails stating what they want, agreeing to the price I gave, and agreeing that we can start printing.

"We"?

-We being myself and the person from the corporate office that engaged me.


Do you agree or disagree with this?

- I disagree. I believe that we had a contract based on her responses to my emails.

-Here is part of our email conversation:

Customer Wrote:

Ok sounds great and thanks for the update. Looking forward to submitting pay and next steps.

I wrote:

<Name>,

I'll get things printing. Once I have everything ready for installation, I'll reach out to setup a date for the install.

You can't take an office to court. Whether you have a viable case depends on answers to the questions I asked. It might also be helpful if you told us what the products are and gave a brief summary of your interactions with the corporation.



Suing in Florida for less than $2k won't be practical. You can sue in Colorado, but unless the defendant has assets or a source of income in Colorado, it will be a waste of time. I would suggest that, in the future, you consider requiring full payment up front.

- I was engaged to provide these products for a local store (franchise I believe) that was starting up.

 

[WorkingStiff]

You can't take an office to court. Whether you have a viable case depends on answers to the questions I asked. It might also be helpful if you told us what the products are and gave a brief summary of your interactions with the corporation.

-We are a sign company that was contacted to provide window graphics to this new store. It started out as 7 windows, and then after we engaged our contractor to print these, we were told they only want one. This is after email conversations stating 7 were needed, after them sending me the design to print, and after they agreed that we are good to start printing.

 

[quincy]

You can't take an office to court. Whether you have a viable case depends on answers to the questions I asked. It might also be helpful if you told us what the products are and gave a brief summary of your interactions with the corporation.

-We are a sign company that was contacted to provide window graphics to this new store. It started out as 7 windows, and then after we engaged our contractor to print these, we were told they only want one. This is after email conversations stating 7 were needed, after them sending me the design to print, and after they agreed that we are good to start printing.

Did you have any contact with the local Colorado store about the signs for their windows? Does the Florida company have a registered agent in Colorado?

 

[WorkingStiff]

Did you have any contact with the local Colorado store about the signs for their windows? Does the Florida company have a registered agent in Colorado?

I don't have anything signed. All negotiations were done through the corporate location. Wouldn't the new store be a registered agent in Colorado?

 

[zddoodah]

So...you don't have a signed contract and didn't get payment up front?

I strongly suggest you reconsider how you conduct business.

If your verbal agreement was with a store in Florida, you can sue in Florida (although, as I mentioned previously, it won't be practical and you'll likely spend more in travel costs than you stand to recover). You might be able to sue in Colorado, but that's not completely clear. You can search at the Colorado Secretary of State's website to see if the Florida corporation is qualified to do business in Colorado and has a registered agent.

Note that, if the new location is a franchise of the Florida corporation, then that's likely a separate legal entity.

 

[quincy]

It is possible that the email exchanges show that a valid contract was formed between the Florida company and Working Stiff but, Working Stiff, you will need to learn what the relationship is between the local company and the Florida company that hired you to make the signs. Not agreeing on a price in advance, however, is problematic.

Is it possible that the company will want the additional signs in the future?

 

[WorkingStiff]

It is possible that the email exchanges show that a valid contract was formed between the Florida company and Working Stiff but, Working Stiff, you will need to learn what the relationship is between the local company and the Florida company that hired you to make the signs. Not agreeing on a price in advance, however, is problematic.

Is it possible that the company will want the additional signs in the future?

We did have an agreement on the price ahead of time.

I sent this email to the customer to verify pricing after I had gone onsite to verify their measurements:

I have everything ready. I just want to verify pricing as there have been some changes.

I have 2 x 52 x 78 (each window done in 2 panels of 27" wide overlapping 1") laminated: $336 x 2 = $672
5 x 35 x 78 non laminated: $155 x 5 = $775
Install: $280
Tax: $130.88

Total: $1857.88

Please confirm and I'll get these into production.

I received the following reply:

Thank you for sharing the new quote and we can verify the pricing. Everything you mentioned looks correct. We just want to re-confirm with you that the windows we want wrapped specifically are the 5 side windows, the far-right front window, and the storage room window. We have also expressed this with our Boulder store team so they can guide you and make sure everything is correct. We are ready to submit the payment. Please let us know a date that works for you to install the window wraps so I can coordinate with my team.

 

[quincy]

We did have an agreement on the price ahead of time.

I sent this email to the customer to verify pricing after I had gone onsite to verify their measurements:

I have everything ready. I just want to verify pricing as there have been some changes.

I have 2 x 52 x 78 (each window done in 2 panels of 27" wide overlapping 1") laminated: $336 x 2 = $672
5 x 35 x 78 non laminated: $155 x 5 = $775
Install: $280
Tax: $130.88

Total: $1857.88

Please confirm and I'll get these into production.

I received the following reply:

Thank you for sharing the new quote and we can verify the pricing. Everything you mentioned looks correct. We just want to re-confirm with you that the windows we want wrapped specifically are the 5 side windows, the far-right front window, and the storage room window. We have also expressed this with our Boulder store team so they can guide you and make sure everything is correct. We are ready to submit the payment. Please let us know a date that works for you to install the window wraps so I can coordinate with my team.

Thanks for the additional information.

It appears from this latest information that you should be able to sue the company in Colorado.

 

[WorkingStiff]

Thanks for the additional information.

It appears from this latest information that you should be able to sue the company in Colorado.

Quincy, thanks for your input!!

 

[WorkingStiff]

So...you don't have a signed contract and didn't get payment up front?

I strongly suggest you reconsider how you conduct business.

If your verbal agreement was with a store in Florida, you can sue in Florida (although, as I mentioned previously, it won't be practical and you'll likely spend more in travel costs than you stand to recover). You might be able to sue in Colorado, but that's not completely clear. You can search at the Colorado Secretary of State's website to see if the Florida corporation is qualified to do business in Colorado and has a registered agent.

Note that, if the new location is a franchise of the Florida corporation, then that's likely a separate legal entity.

Zddoodah,

Since it was the corporate office that engaged me to begin with (I never had any interactions with the local employees until I physically went there to check measurements), would the corporate office be the responsible party? I do show (from the link you provided) that the location I went to is a Registered Agent. Does that mean I should be addressing them directly on this?

I agree, that going forward, I will need to adjust how we conduct business.

 

[zddoodah]

would the corporate office be the responsible party?

I don't know who the responsible party is. However, as I wrote in my initial response in this thread, an "office" is not a legal entity. You said you exchanged emails with someone. I assume the person with whom you exchanged the emails is/was an employee of some corporation and was acting in his/her capacity as an employee of that corporation. If that's correct, then the corporation is the appropriate target of a lawsuit.

I do show (from the link you provided) that the location I went to is a Registered Agent. Does that mean I should be addressing them directly on this?

A "registered agent" is a person or entity who is designated by a corporation (or limited liability company - LLC) to receive service of legal process on behalf of the corporation. If the registered agent is located at the location in your area, then that's where any lawsuit you might filed should be served. Whether the registered agent is also a person who can assist with getting you paid is impossible for anyone here to know. Keep in mind that, sometimes, a corporation's registered agent is another corporation that is in business solely to serve as registered agent for other corporations and LLCs (although it doesn't sound like that's the case here). In other words, the registered agent may or may not have any authority beyond serving as registered agent.