In the absence of a contract for service, do my terms of “net 30, 1 1/2% after 30 days” become an effective legal contract?

Client “A” hires me to do a project, and routes the payment through another contractor, Client “B” (one that has an existing contract vehicle). Client B did not hire me and has no project involvement, other than forwarding my invoices. Client B will not pay me until Client A pays them. In the absence of a written contract (due to time restrictions) I wrote payment terms on my invoice “net 30, 1 1/2% after 30 days” on my invoice. Client B warned that they will mark up my penalty 10% and pass it on the Client A. I want to maintain both relationships but are my terms enforceable?

Asked on July 6, 2012 under Business Law, Virginia

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 8 years ago | Contributor

The terms are probably not enforceable if you added them after the fact--i.e. after having already done work, and after the client had already agreed to hire/employ you. Neither party to an agreement, even an oral or verbal one, can unilaterally add new costs or terms, like interest, without the consent of the other. If this had been agreed to in advance by the client, it would have been enforceable.


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