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What are the potential legal ramifications of ceasing work on a web development contract which had no voluntary early termination clause, but which I believe the Client to be in breach of?

The project passed the end-date in the contract months ago, but work has continued (at a snails pace) due to issues with other developers on the project. In addition, extra features have slipped into the project and the requirements list has ballooned beyond what I initially agreed to.

Further, my circumstances have changed since the project has started. I was a student at the time of undertaking the work, but am now in full-time employment for the summer, and simply cannot commit to the time needed to complete the project. Had the project finished on time, this would not have been an issue, but I couldn't forsee the project being still ongoing at this late stage.

Finally, the Client only furnished me with the items needed to start the work a month into the project (Which was supposed to last roughly 2 months), and I was only furnished with the documents needed to complete the project a few weeks ago (Again, many months after the original end-date).

I'd really appreciate any advice, I'm a student afraid of being faced with legal costs I can't afford.

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  • Been there, done that. Not legal advice, but practical advice: notify your client that you are unable to complete the project and provide a plan for your graceful exit. Don't point fingers, don't enumerate all the problems, just lay out your exit plan firmly and without waffling. Client will likely negotiate what you do on your way out: capitulate as you see fit. Amend the contract with the plan as agreed, and follow the plan to the letter.
    – bishop
    Jun 22, 2016 at 13:28
  • @bishop Thanks for the advice, I agree completely and hope to end it as amicably as possible. My plan is to suggest that I assist in training any new developers in for a short time. I have only received 66% of payment meaning the Client has signed off on a major milestone of the work, and I don't expect to receive the final payment - I will suggest that that money be used to find a replacement. This post is me hoping for the best, but planning for the worst.
    – D_s
    Jun 22, 2016 at 13:41
  • I see a general question here, and I don't think this meets the bar as "specific legal advice."
    – Zizouz212
    Jun 24, 2016 at 2:10

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Contracts

You are not in a good position legally. Its hard to be definitive without knowing the specifics of your contract but if they are limited to:

I will deliver project X by date Y and you will pay me $Z

then you have to do what you agreed to do - it doesn't matter if your client or anyone else did not provide what you think they were obliged to provide for you to do what you said you would, you have to do what you said.

Commentary

The project passed the end-date in the contract months ago

So, you have breached the contract.

but work has continued (at a snails pace) due to issues with other developers on the project

And why do you think this allows you to extend your end date? Is there a provision to that effect in the contract? If so, have you complied with it: these sorts of provisions usually require you to give your client notice of the delay.

my circumstances have changed

Nobody cares - do what you were contracted to do. Unless you are dead: that would terminate the contract.

the Client only furnished me with the items needed to start the work a month into the project

Again, why does that allow you to extend the end date?

I was only furnished with the documents needed to complete the project a few weeks ago

Ditto

But that's not fair!

You're a grown up and you made a legally binding agreement to do something that you haven't done. Were there factors outside your control that made it impossible for you to do what you said? Sure, but that doesn't matter: the law only cares about what the parties to a contract agreed to do and if they did that.

As far as the law is concerned, what is "fair" is that you follow through with the legal promises you make.

Furthermore, by accepting the client's (in)action without raising it as an issue then you have possibly lost any opportunity you had to rely on it as a breach by the client (if indeed it was).

Negotiate a solution

You have navigated yourself up a legal creek without a paddle. Your best option is to negotiate your way out and do almost anything you can to avoid involving a court - while a judge may sympathize with you, he will rule in accordance with the law.

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  • Your post reads as if the OP has no choice but to fulfill the contract as written. The OP does have at least one other choice: breach the contract and be liable for damages. Depending on the likely amount of those damages and the value of the OP's other activities, that could in principle be a viable option.
    – Nate Eldredge
    Jun 23, 2016 at 13:03
  • @NateEldredge and if the other party seeks an order for specific performance rather than damages?
    – Dale M ♦
    Jun 24, 2016 at 1:06
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    I think it very much depends on the specifics of the agreement (which we are not party to), but significant changes to the spec after the agreement was reached and delays caused by other parties could be reasons for cancelling the contract - A judge will take everything into account, and its unlikely he would be fully liable due to delays beyond his control.
    – davidgo
    Jul 23, 2016 at 8:06

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