What does the law say about this?

[Dash23]

What is the name of your state (only U.S. law)? MA, other entity is a Delaware corporation based in California (what else is new?)

Long story short: I am in a contract with another company that provides marketing services, advertising services, etc. The contract runs until the end of December. In the last few months, this company has become VERY incompetent in doing their job. It has taken two months and counting for them to add a few sentences to an agreement that they say they are "working on," and they have started to not live up to their end of the deal.

What I want to do is send them a writing saying that if they cannot produce the merchandise sales agreement (which will allow us to start selling branded merchandise) that they say they have been working on by a certain time and date (a deadline) that I must conclude they no longer intend to perform, and that I am terminating with them.

The question is, does setting a deadline in which the other party understands that violation of the deadline results in termination, make the termination valid?

I have a feeling that the answer is that they must agree to the deadline, but I figured I would ask.

Bottom line is these people have taken two months to add two sentences to an agreement, and are as incompetent as they come. Only thing keeping it together is the contract does not expire until December.


Thanks.

 

[quincy]

What is the name of your state (only U.S. law)? MA, other entity is a Delaware corporation based in California (what else is new?)

Long story short: I am in a contract with another company that provides marketing services, advertising services, etc. The contract runs until the end of December. In the last few months, this company has become VERY incompetent in doing their job. It has taken two months and counting for them to add a few sentences to an agreement that they say they are "working on," and they have started to not live up to their end of the deal.

What I want to do is send them a writing saying that if they cannot produce the merchandise sales agreement (which will allow us to start selling branded merchandise) that they say they have been working on by a certain time and date (a deadline) that I must conclude they no longer intend to perform, and that I am terminating with them.

The question is, does setting a deadline in which the other party understands that violation of the deadline results in termination, make the termination valid?

I have a feeling that the answer is that they must agree to the deadline, but I figured I would ask.

Bottom line is these people have taken two months to add two sentences to an agreement, and are as incompetent as they come. Only thing keeping it together is the contract does not expire until December.


Thanks.

You will need to refer to the terms and conditions of employment as laid out in your contract with the marketing company. Does the contract you have with the marketing company have a clause on termination?

You can always terminate a contract but you may face penalties for breaching the terms.

 

[latigo]

What is the name of your state (only U.S. law)? MA, other entity is a Delaware corporation based in California (what else is new?)

Long story short: I am in a contract with another company that provides marketing services, advertising services, etc. The contract runs until the end of December. In the last few months, this company has become VERY incompetent in doing their job. It has taken two months and counting for them to add a few sentences to an agreement that they say they are "working on," and they have started to not live up to their end of the deal.

What I want to do is send them a writing saying that if they cannot produce the merchandise sales agreement (which will allow us to start selling branded merchandise) that they say they have been working on by a certain time and date (a deadline) that I must conclude they no longer intend to perform, and that I am terminating with them.

The question is, does setting a deadline in which the other party understands that violation of the deadline results in termination, make the termination valid?

I have a feeling that the answer is that they must agree to the deadline, but I figured I would ask.

Bottom line is these people have taken two months to add two sentences to an agreement, and are as incompetent as they come. Only thing keeping it together is the contract does not expire until December. Thanks.

What is there in the "contract" that you say you are "in" that would prevent you from terminating at will irrespective of whether the other party has produced a satisfactory "merchandise sales agreement"?

What is unique about your anticipated performance and your ability to perform the service called for in the contract you are in, that if you terminated the company couldn't readily replace you?

[SUP]"A week ago I couldn't spel salsmun, now I are one."[/SUP]

 

[Dash23]

What is there in the "contract" that you say you are "in" that would prevent you from terminating at will irrespective of whether the other party has produced a satisfactory "merchandise sales agreement"?

What is unique about your anticipated performance and your ability to perform the service called for in the contract you are in, that if you terminated the company couldn't readily replace you?

[SUP]"A week ago I couldn't spel salsmun, now I are one."[/SUP]

There is nothing preventing me from terminating with them. I could do it right now online. The only problem is if they wanted to, they could try to enforce the terms of the contract which requires 30 days notice for termination if a "material breach" has occurred. The contract stipulates that merchandise sales is part of our arrangement. Taking over 2 months to add 2 sentences to an agreement is grossly incompetent, and is costing us money. Also, this company performs a service for me that they are paid for. I don't need them at all.

What I need to know, is if I set a deadline, say, in a week, and tell them in writing if they cannot get their act together by then the contract will terminate, does the other party by acknowledging/understanding this deadline, and violating it regardless, in fact terminate the contract?

Thanks.

 

[quincy]

... What is unique about your anticipated performance and your ability to perform the service called for in the contract you are in, that if you terminated the company couldn't readily replace you? ...

It is not Dash23's company that is not performing. What are you saying here, latigo?

If there is a 30 day notice to terminate clause in your contract, you can give the company a 30 day notice to terminate their service. That has already been accepted as a way to end the contract. You cannot give the company less than 30 days without breaching the contract.

 

[latigo]

There is nothing preventing me from terminating with them. I could do it right now online. The only problem is if they wanted to, they could try to enforce the terms of the contract which requires 30 days notice for termination if a "material breach" has occurred. The contract stipulates that merchandise sales is part of our arrangement. Taking over 2 months to add 2 sentences to an agreement is grossly incompetent, and is costing us money. Also, this company performs a service for me that they are paid for. I don't need them at all.

What I need to know, is if I set a deadline, say, in a week, and tell them in writing if they cannot get their act together by then the contract will terminate, does the other party by acknowledging/understanding this deadline, and violating it regardless, in fact terminate the contract?

Thanks.

Listen please. It isn't complicated. Being overly analytical is making it complicated.

If one party to a contract fails to perform their end of the bargain and that performance is a material element of and consideration for the contract, then the other party is excused from performing their end of the bargain. In this context it seem that the company providing a mutually acceptable merchandising agreement is a material element of the contract, hence failure to provide the same would be a material breach of contract nullifying the 30-day notice provision.

If A agrees to ship B a certain product with payment due within 30 days from date and A fails to deliver the product as agreed, is B still obligated to submit payment simply because he agreed to do so within 30 days? Of course not.

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