All Things Patrick - Working Hard to be Lazy!

Last October a friend of mine contacted me about helping him finish up a project. I agreed because if we could pull this off it would mean more projects with his client. The due date was early December and by mid-November I had pretty much finished putting all the various forms together, the various category controllers, etc. All that was left was to figure out which categories the different forms needed to go into and connect them with the stored procedures in the database.

Then things suddenly got quiet. I didn't mind because I was overly busy at work (see Jobs, Jobs, & More Jobs - Part 1) and was also in the process of getting another job (see Jobs, Jobs, & More Jobs - Part 2). After the job change I found out why - the client had hired their own programmer and told my friend not to bother doing anymore because it'd just be a waste of his time.

Instead of my friend chasing them down for breach of contract and failure to pay, he just let it go...

Early January, about the time I got let go because they changed their business plan, my friend called me about the project again. My friend's client wanted him to go back to work on the project and finish it up. Um, ok... so either their newly hired internal programmer can't do it or else they re-assigned him to some other project.

At this point I've already written off the project as a lost cause and time wasted (except for a few nifty tricks I came up with that I'll be using in other projects). Considering they cancelled on us, right before final delivery, they've become a very high risk client to me - the likelyhood that they'll cancel again or try to figure out some way to get away with the code without paying has just skyrocketed.

After talking with several other people and thinking it over, I figured I'd be willing to finish the project. It would be nice to get paid... However, due to the high risk client, I suggested he ask for payment for all currently completed code (probably about 90% done) and a renegotiation of the contract asking for more money (they did cancel, tried to do it themselves, and decided they couldn't). We talked in depth about the various reasons and ways to approach this.

I didn't hear anything else until recently. My friend called and said they're suing him for fraud. What the hell?

I don't know the details, but my guess is that they're not happy with him trying to renegotiate (or maybe it's better to state creating a new contract?) for more money and they want him to act like nothing happened... Either that or they're just trying to scare him into giving them free code.

He's talked to his lawyers and he's not worried about it. When I suggested counter suing for breach of contract he said his lawyers had already suggested that, but he didn't like the idea of just suing somebody. While I normally agree with that, this is different - they're suing him. I brought up several instances where companies were sued over frivolous charges for various reasons. It's an overused tactic by larger companies to cause smaller companies to expend resources defending themselves - usually to the point where they cause the smaller company to go out of business. I also brought up a case of a company we're both familiar with countersuing P&G for frivolous charges and winning (my understanding is P&G was also issued a cease and desist order).

Luckily for me I'm a 3rd party and not involved in the original contract.

My friend saved all of the various emails (including the 1 saying don't bother, we've hired somebody to do that) and has given printed copies to his lawyers. He's hoping it turns into a way to get paid, whether we finish the remainder of the project or not. While it would be nice to get paid, I'm not holding my breath... Winning a lawsuit is 1 thing, getting paid is something different. My guess is he'll try to have his lawyers try to negotiate something with their lawyers before it goes to court.

This last time of discussing picking the project up again I also suggested he look at prepaid escrow. Not only have an escrow service hold the code until the money shows up, but have the money be put in escrow - to prove that there even is any money - prior to finishing the code.

The original contract had delivery of a working application to be followed by a 2 week buffer at which point final payment and delivery of code would occur. We had originally looked at ways to encode the source (such as with Zend Guard or ioncube) or at worste just obfuscate it (with PHP Obfuscator or something similar). My understanding of what they wanted to do was to be able to put it out for several customers to test it for bugs before making the final payment. Looking back on it, even without the source, having something that works that customers are paying money for - who needs to pay for the source?