Can my ex withhold work that I've already paid for?
November 30, 2013 4:24 PM Subscribe
YANML. TINLA. What are the possible legal ramifications of a contractor accepting payment for work, but refusing to deliver the completed (or partially completed) work once the business relationship is terminated? Possible complication: the contractor is a soon-to-be-ex-spouse.
For years, my husband and I ran a small company together. When we separated (his decision, not mine), he told me he wanted me to keep the company and he wanted to start his new life, which included forming his own small business doing tech work. I reincorporated the company solely in my name, under the advice of two attorneys, and established a business relationship with my soon-to-be-ex's tech company. I paid him for a variety of projects, the biggest of which was migrating my company website away from Joomla and to a new WordPress site, which my ex insisted was necessary because the old site could stop functioning at any time. I paid him over $8000 in billed hours for this work (there's quite a bit of content on the site).
Unfortunately, around the time that he reached the 70% completion mark, our divorce proceedings became more contentious and I became aware of some questionable practices on the business side: billing me for meetings in which personal matters were discussed, changing my passwords to lock me out of websites, etc. I then made the decision not to work with him going forward.
Unfortunately, he refuses to turn over the 70% completed website on the grounds that it's an asset belonging to my business, which he now wants to be bought out of as part of the finalization of our divorce. (That's another issue entirely, not part of this question.) I maintain that if the website is going to be held in limbo until the divorce is final - which won't be until at least next summer - then that $8000 I paid him should also be held in limbo. Of course, he's already spent it. I also feel that, if he was willing to accept money from me for a new website, he should deliver that site regardless of his feelings about any potential division of the business - in other words, the website will still be part of the business when and if he receives a cut. The website and the possibility of a buyout are two totally different things and the former shouldn't be used as leverage toward the latter, not when he's taken money.
Again, I know none of you are my lawyer, and of course I will be discussing this with my actual lawyer. I'm just looking for food for thought here, so that I can start ruminating on a game plan. Two specific questions:
(A) If my ex and I entered into a separate business relationship, in which his company was invoicing mine for website work, can he withhold the website from me after having taken my money? Assume there were no contracts involved, just a cursory explanation of the work involved, an agreed-upon hourly rate, and an estimated completion date (that passed months ago).
(B) If I have to hire a third party to redo my website - which it appears I will, since major updates to the text, photography, and design are needed, on top of the previously mentioned potential functionality failure - will my ex be liable for all or part of the costs, since I already wasted $8000 and 8 months of time on a site he won't deliver?
Thanks in advance for any advice!
For years, my husband and I ran a small company together. When we separated (his decision, not mine), he told me he wanted me to keep the company and he wanted to start his new life, which included forming his own small business doing tech work. I reincorporated the company solely in my name, under the advice of two attorneys, and established a business relationship with my soon-to-be-ex's tech company. I paid him for a variety of projects, the biggest of which was migrating my company website away from Joomla and to a new WordPress site, which my ex insisted was necessary because the old site could stop functioning at any time. I paid him over $8000 in billed hours for this work (there's quite a bit of content on the site).
Unfortunately, around the time that he reached the 70% completion mark, our divorce proceedings became more contentious and I became aware of some questionable practices on the business side: billing me for meetings in which personal matters were discussed, changing my passwords to lock me out of websites, etc. I then made the decision not to work with him going forward.
Unfortunately, he refuses to turn over the 70% completed website on the grounds that it's an asset belonging to my business, which he now wants to be bought out of as part of the finalization of our divorce. (That's another issue entirely, not part of this question.) I maintain that if the website is going to be held in limbo until the divorce is final - which won't be until at least next summer - then that $8000 I paid him should also be held in limbo. Of course, he's already spent it. I also feel that, if he was willing to accept money from me for a new website, he should deliver that site regardless of his feelings about any potential division of the business - in other words, the website will still be part of the business when and if he receives a cut. The website and the possibility of a buyout are two totally different things and the former shouldn't be used as leverage toward the latter, not when he's taken money.
Again, I know none of you are my lawyer, and of course I will be discussing this with my actual lawyer. I'm just looking for food for thought here, so that I can start ruminating on a game plan. Two specific questions:
(A) If my ex and I entered into a separate business relationship, in which his company was invoicing mine for website work, can he withhold the website from me after having taken my money? Assume there were no contracts involved, just a cursory explanation of the work involved, an agreed-upon hourly rate, and an estimated completion date (that passed months ago).
(B) If I have to hire a third party to redo my website - which it appears I will, since major updates to the text, photography, and design are needed, on top of the previously mentioned potential functionality failure - will my ex be liable for all or part of the costs, since I already wasted $8000 and 8 months of time on a site he won't deliver?
Thanks in advance for any advice!
You should be able to get the passwords for any site components. One question - is the money you used to pay him a marital asset? I'd pursue getting the 8,000 or something of equal value, in the settlement, and just hiring someone new to do the website. Really, you need a lawyer for this.
I don't know what the business is worth, but I'd work on reducing the adversarial approach. It's quite likely he's been a total jerk, and is still being a total jerk, but the divorce is going to be costly enough in time and emotion, and I would let go if you can. Or ask him to give you the work to date, and come to an agreement about what's fair to pay for it. My ex- stayed too deeply enmeshed in my life, and it stopped me from moving forward, and gave him too many opportunities to screw things up.
posted by theora55 at 5:12 PM on November 30, 2013
I don't know what the business is worth, but I'd work on reducing the adversarial approach. It's quite likely he's been a total jerk, and is still being a total jerk, but the divorce is going to be costly enough in time and emotion, and I would let go if you can. Or ask him to give you the work to date, and come to an agreement about what's fair to pay for it. My ex- stayed too deeply enmeshed in my life, and it stopped me from moving forward, and gave him too many opportunities to screw things up.
posted by theora55 at 5:12 PM on November 30, 2013
I think the "functionality failure" is likely pure bullshit to screw you over and keep you distracted from other more important things.
Its a civil case. He can violate and ignore court orders, so yes he CAN refuse to turn over the site. He's doing it now. If you have a court order for it to be turned over, and he refuses, how are you going to make him do it? Will a "technical issue" cause all the work to be lost? If the divorce court does does find him liable for your costs, how do you actually get him to pay?
I'm trying to say there's a vast gap between what you may be legally entitled to and what he can get away with by being a scoundrel.
posted by Sophont at 5:12 PM on November 30, 2013
Its a civil case. He can violate and ignore court orders, so yes he CAN refuse to turn over the site. He's doing it now. If you have a court order for it to be turned over, and he refuses, how are you going to make him do it? Will a "technical issue" cause all the work to be lost? If the divorce court does does find him liable for your costs, how do you actually get him to pay?
I'm trying to say there's a vast gap between what you may be legally entitled to and what he can get away with by being a scoundrel.
posted by Sophont at 5:12 PM on November 30, 2013
Programming, configuring, creating, coding -- these are creative efforts for which much of the complexity is hidden. You don't want something that's been made by someone who doesn't like you for whatever reason.
posted by amtho at 5:59 PM on November 30, 2013 [2 favorites]
posted by amtho at 5:59 PM on November 30, 2013 [2 favorites]
Talk to your lawyer.
You want something equal to $8000 more out of your settlement with your ex. The $8000 for the website is gone, so make it up in the settlement somehow.
Your lawyer should absolutely write a demand letter to your husband for either the completed website and all passcodes, or a refund of the $8000 billed hours just to document this incident.
Contact your providers for hosting (by phone is likely best, is this possible?) and by phone, is this possible?)have them get you back into your website. Then add an extra layer of protection, and ideally, change hosting companies to one your husband doesn't have a relationship with.
Echoing amtho and theora55 that you don't need to be further enmeshed with this person and you DEFINITELY do not want something technical from someone who dislikes me this much.
You should have your mobile devices and computers checked for spyware. Don't delay.
Good luck.
posted by jbenben at 8:00 PM on November 30, 2013 [2 favorites]
You want something equal to $8000 more out of your settlement with your ex. The $8000 for the website is gone, so make it up in the settlement somehow.
Your lawyer should absolutely write a demand letter to your husband for either the completed website and all passcodes, or a refund of the $8000 billed hours just to document this incident.
Contact your providers for hosting (by phone is likely best, is this possible?) and by phone, is this possible?)have them get you back into your website. Then add an extra layer of protection, and ideally, change hosting companies to one your husband doesn't have a relationship with.
Echoing amtho and theora55 that you don't need to be further enmeshed with this person and you DEFINITELY do not want something technical from someone who dislikes me this much.
You should have your mobile devices and computers checked for spyware. Don't delay.
Good luck.
posted by jbenben at 8:00 PM on November 30, 2013 [2 favorites]
This thread is closed to new comments.
can he withhold the website from me after having taken my money? Assume there were no contracts involved
Except that there is a contract involved. The fact that the contract wasn't in writing may be problematic, but the fact is that the two of you entered into an agreement wherein you would pay a certain sum and he would deliver a certain service. That's a contract. If you pay and he doesn't perform, that's breach, which is at least theoretically actionable.
If I have to hire a third party to redo my website - which it appears I will, since major updates to the text, photography, and design are needed, on top of the previously mentioned potential functionality failure - will my ex be liable for all or part of the costs, since I already wasted $8000 and 8 months of time on a site he won't deliver?
Potentially. Contract damages are measured according to what you would have gotten if he had performed. You were supposed to pay X dollars to get a website. He's going to have to return that money, since he breached and didn't do anything. If you have to pay someone more than X to get the job done, he should also be liable for the difference, as you were only supposed to pay X. But if you can find someone else to do the job for X (or less!) he may only be responsible for refunding your money.
But there's also the potential for damages related to lost opportunity and lost income due to his delay. "Consequential damages", i.e., damages that you incur as a second-order result of the breach rather than from the breach itself, are sometimes recoverable in contract actions. They need to be reasonably foreseeable from the subject matter of the contract. Whether and if so to what extent you'll be entitled to consequential damages is something to discuss with your lawyer.
The fact that the other party is your soon-to-be ex may complicate things, as contractual relationships between spouses can get a little weird. Again, something to discuss with your lawyer. But assuming contract law applies and this was an arms-length transaction, most of the above should be in play.
posted by valkyryn at 4:51 PM on November 30, 2013