Contracts and ‘Proposals’
UPDATED: Oct 9, 2016
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Contracts and ‘Proposals’
I am a freelancer and was offered a contract in the form of a
Asked on October 9, 2016 under Employment Labor Law
SJZ, Member, New York Bar / FreeAdvice Contributing Attorney
Answered 6 years ago | Contributor
Because the dates were explicitly "subject to change," you were on notice that this was not a reliable situation--you did not know when, or therefore, if, you'd get the work (e.g. not only could the the dates be "changed" almost indefinitely, but if/when dates were finalized, it could have been for a period of time you ended up with a scheduling conflict for either personal or professional reasons). Therefore, this was not a firm or enforceable contract, because it did not have agreement between the parties as to a critical or material piece of information--when the work would be done--and without agreement as to all necessary material information, no enforceable contract is formed. Furthermore, in light of how unsettled the date was, it was unreasonable for you to rely on this proposal (which means you can't use an equitable or "quasi-contractual" theory, like "promissory estoppel," to enforce it, either). This was, based on what you write, an enforceable proposal only, and you cannot sue them for compensation.
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