In Good Faith agreement termination, any liability?

[galex3usa]

What is the name of your state (only U.S. law)? CA
I have been providing advertising service to one client for many years. Initially we signed the contract and renewed every year. After many years we mutually agreed to conduct business in a good faith, " same as before" pricing and conditions. Now, in response to my usual email reminder of the upcoming deadline, a delayed answer came that they decided to cancel advertising and regret about the short notice.
I replied that according TERMS AND CONDITIONS of which they were aware from the beginning, no cancellation less than 15 days to deadline (their cancellation notice came 10 days before deadline).
Their response- yeah, but we didn't sign the contract.
My response- we haven't been signing the contract for many years and have been doing business in good faith, but the TERMS and CONDITIONS of service still apply and they (the customer) are aware of such.
Since then, no correspondence from them and I am wondering if I have a legal case and if so, if I can threaten them to complete paid advertising this time and they can go, or they will be responsible to compensate for lost revenue and labor?
Thank you.

 

[adjusterjack]

There is no threaten to sue, there is only sue or not sue.

You can threaten all you want and your customer can ignore you all he wants.

Oral agreements are just as enforceable as written agreements, it's just more difficult to prove the terms and conditions.

Make sure you have evidence of the oral agreement and, if you threaten to sue, make sure you are willing to follow up with a lawsuit.

 

[Zigner]

I don't see you having a case. You "reminded" them of the need to renew and they never renewed.

 

[galex3usa]

There is no threaten to sue, there is only sue or not sue.

You can threaten all you want and your customer can ignore you all he wants.

Oral agreements are just as enforceable as written agreements, it's just more difficult to prove the terms and conditions.

Make sure you have evidence of the oral agreement and, if you threaten to sue, make sure you are willing to follow up with a lawsuit.

Thank you very much for your input, I agree with all you said. Thank you.

 

[Zigner]

There was no oral agreement to continue forever. You even acknowledged that you expect the client to "renew" each year.

 

[galex3usa]

I don't see you having a case. You "reminded" them of the need to renew and they never renewed.

Thank you for your input. In case I wasn't clear in my explanation, it's not a reminder to renew the agreement, but a reminder that the deadline is approaching and that their artwork is expected by or before that date- a standard friendly reminder procedure which we've been exercising for years. IF they responded right away with their cancellation notice, then nothing I can do.
But their response to this reminder (along with cancellation) was sent to me with a delay, only a week before the deadline, which according TERMS & CONDITIONS falls in the "no cancellations less than 15 days to deadline", and this is the situation which I am verifying as a case. Hope this clarification makes a difference?

 

[Zigner]

Thank you for your input. In case I wasn't clear in my explanation, it's not a reminder to renew the agreement, but a reminder that the deadline is approaching and that their artwork is expected by or before that date- a standard friendly reminder procedure which we've been exercising for years. IF they responded right away with their cancellation notice, then nothing I can do.
But their response to this reminder (along with cancellation) was sent to me with a delay, only a week before the deadline, which according TERMS & CONDITIONS falls in the "no cancellations less than 15 days to deadline", and this is the situation which I am verifying as a case. Hope this clarification makes a difference?

Not really - best of luck to you.

 

[STEPHAN]

I don't think you have a case.

Did you find out why they do not want to work with you anymore?

 

[galex3usa]

I don't think you have a case.

Did you find out why they do not want to work with you anymore?

They didn't tell, but being an insider in this industry, I believe this is because the business is on decline and they want/need to cut expenses, such as advertising in print magazines, which is my business. 99.9% it's nothing personal, just sign of time and I understand and sympathize .. but I must protect my business too and this is why I want to know if I have legal option to stand my ground.? Thank you.

 

[quincy]

They didn't tell, but being an insider in this industry, I believe this is because the business is on decline and they want/need to cut expenses, such as advertising in print magazines, which is my business. 99.9% it's nothing personal, just sign of time and I understand and sympathize .. but I must protect my business too and this is why I want to know if I have legal option to stand my ground.? Thank you.

What did your original written contract say about a failure to cancel 15 days in advance?

Although it appears that your client breached the contract terms, I am not seeing your damage, especially if it is the client who provides the artwork for the print publications. If you do not create the artwork for the ads, what did you do workwise for the client in the 5 days you assumed renewal?

 

[galex3usa]

What did your original written contract say about a failure to cancel 15 days in advance?

Although it appears that your client breached the contract terms, I am not seeing your damage, especially if it is the client who provides the artwork for the print publications. If you do not create the artwork for the ads, what did you do workwise for the client in the 5 days you assumed renewal?

Hello. Thank you for responding to my post.
The exact wording of the Terms is- NO CANCELLATIONS WITHIN 15 DAYS FROM THE DUE DATE.
The damage is/can be: loss of anticipated/planned revenue, reassigning and reworking other pages content, explaining to existing/prospect customers what happened, especially if this particular advertiser was a selling point. Also, as standard practice, the client was given a discount/special pricing and additional freebies according original signed contract which extended unchanged into present. The contract says that in case the Customer fails to fulfill his obligations under this contract, all discounts/freebies have to be dismissed and customer must pay full price... Any thoughts?

 

[quincy]

Hello. Thank you for responding to my post.
The exact wording of the Terms is- NO CANCELLATIONS WITHIN 15 DAYS FROM THE DUE DATE.
The damage is/can be: loss of anticipated/planned revenue, reassigning and reworking other pages content, explaining to existing/prospect customers what happened, especially if this particular advertiser was a selling point. Also, as standard practice, the client was given a discount/special pricing and additional freebies according original signed contract which extended unchanged into present. The contract says that in case the Customer fails to fulfill his obligations under this contract, all discounts/freebies have to be dismissed and customer must pay full price... Any thoughts?

You should have the contract personally reviewed in its entirety by an attorney in your area.

My thoughts are that it will be difficult to prove your losses.

And I am not really sure I understand what your role is for the client.

 

[galex3usa]

You should have the contract personally reviewed in its entirety by an attorney in your area.

My thoughts are that it will be difficult to prove your losses.

And I am not really sure I understand what your role is for the client.

I appreciate your opinion, thank you!