What to do if my employer rewrote my contract at thelast minute before countersigning contract?

I’m an independent contractor. I made agreements by e-mail and sent a signed contract that was agreed to to my employer. He made changes at the last minute – one said that he could terminate me with no notice which he just did and another one said that he didn’t have to pay for my flight back home (I had to fly to HI to do the job). It turns out he pulled this trick on other contractors here, changing the contract in the 11th hour when contractors are trying to get their flights right before countersigning. Now I’m being charged lease break fees from my landlord because I gave no notice.

Asked on November 29, 2011 under Employment Labor Law, Hawaii

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 9 years ago | Contributor

The issue depends in large part on the timing.

If the contract had been sent to you by the employer and you signed it, then it was binding when you signed it--he extended you an offer, which you accepted. Once you signed it, he could not make further changes.

If the contract were sent by you to the employer, even if you sent it signed, then it was your offer to contract; he may, in that case, be entitled to not simply accept it. Rather, he could counteroffer with different terms or conditions, and then it would be up to you to accept the counter or not.

So if you had originated the contract, even after back-and-forth negotiations, it is not necessarily binding. You still may have two different grounds to try to recover:

1) All parties have a duty of good faith and fair dealing in negotiating and executing contracts--basically, to not go out of their way to hurt or cheat the other party. It may be that the employer violated this.

2) If in reasonable reliance on what the employer had represented to date--e.g. on the terms he'd indicated he'd accept--you took steps to your detriment (broke a lease; booked a flight; etc.) and the employer either knew or should have known you'd do those things, then that "detrimental reliance" by you may be enough to make the promises as to the terms enforceable.

These are not as easy arguements to make as simply that someone violated a contact. So you would be advised to retain an attorney to help you.


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