after business in good faith- liability for violation?

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after business in good faith- liability for violation?

For many years I provided advertising services to client according signed contracts. After many years we mutually continued, also for many years, without renewing contracts. There were no changes in anything. Suddenly customer replies to my friendly reminder of a deadline that they decided to stop advertising. The terms and conditions which they signed in the past says- no cancellations after 15 days before deadline. Their cancellation came 10 days before deadline. Can I hold them responsible for violating terms and conditions?

Asked on November 10, 2016 under Business Law, California

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 4 years ago | Contributor

You may be able  to hold them to the terms and conditions. Signing a contract is not the only way that an enforceable contract can be formed. Fundamentally, for there to be an enforceable contract, you need mutual agreement between the parties to its terms. That is commonly shown by signing the contract, but can be also shown by action/behavior: acting in a way fully consistent with the agreement, as if you are bound by and following it. In this case, there was an agreement, so both parties clearly knew the terms; and then even after the contract ostensibly terminated or expired, the parties kept performing under it as if it were still in effect. That demonstrated history of performance could be enough to hold that the client was still under the terms of the expired contract, by having performed, and therefore showing its agreement to them.


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