How to deal with a contract for a job that is over-due and out-of-scope?


I executed a contract at the end of May for a relatively small web application. It listed 3 main features/requirements and a due date of July 15th. It is October 8th and it is still on-going. I have a meeting with them in 3 hours to discuss the contract. I have been paid half of the contract amount.

To provide a little more detail, it's for a social-network type site. The 3 features in the contract were a Users system with basic Profiles, a simple Message board, and the ability to listen to and vote on certain audio data from the database. I expressly told them that I am not a graphics designer, and since they had multiple graphics people that would be their responsibility.

From the start it has snow-balled very far from the original contract. I was trying to be extremely nice and willing to do some extra work, but it's getting a bit silly now. First they wanted to implement Google Maps as a CORE feature to the site, with dynamic marker creation and geo-coding for each user and custom info-windows... Then it switched to Google Earth after I'd already learned and produced a working Maps implementation. Now there is a full Mailbox, a Follower/Following system like Twitter, a global status update type feature, and more... They haven't helped with the graphics at all, despite repeated requests..

They do not seem to be managing the process very well. Their client is communicating with me and they aren't in control. I do not have an agreement with their client, yet he is somehow dictating the terms of my work with my client.

Any advice for how I should handle the meeting? I basically requested it, telling my contact that I think we should discuss it. I asked if there was an additional budget available, since I feel like I have gone above and beyond...


The meeting just made things worse... I almost walked out. My stance was that I've done more than enough extra work on 'good faith,' and that I need to close the contract out as soon as possible. They seemed to think that I should do everything on good faith, hoping for more work. In addition, I was surprised to hear of an additional (large) feature they wanted included. It was something that was specifically excluded at the beginning.

The web application is a tie-in to a Phone application they are developing. While I've never even seen the application or received any specific documentation about what it does, they contend that I should be duplicating the functionality via the web site. The contract vaguely mentions 'the application' and their 'design vision,' but I think it's completely preposterous to assume that has any weight in a contract without attached documentation.

At this point I was boiling... I let them know that I was willing to do 2 of the 3 extra things (but not this major feature add) to close this first contract out. That was my compromise, which was already more than I wanted to do. They were not compromising at all, the guy just kept talking about doing it all... He wasn't getting it... After I let them know that I was willing to immediately end our working relationship, a long silence occurred. Then one of the partners asked how much for the big feature add.

I'm still not sure what I want to do... I said I'd look at their documentation and provide a quote, but I really don't want to work for them. Since they want this feature so badly, I'm thinking about requiring they close out the first contract and pay the completion money before I'll work on this other feature.

Contract Negotiation

asked Oct 9 '10 at 03:43
113 points
  • Have you been paid anything yet? – Jeff O 13 years ago
  • @Jeff Yes I received the up-front and the halfway payment. The rest (~50%) is on completion. I believe it's complete as far as the contract goes, just not in their clients eyes. – Fosco 13 years ago

1 Answer


Their client is communicating with me and they aren't in control. I do not have an agreement with their client, yet he is somehow dictating the terms

They are rank amateurs. Cut it off and put distance between you and this mess. And make a promise to yourself to never go into a so poorly structured deal again.

Who owns the copyright to the code right now, you or them? Do you see any value in the site, i.e. will it actually turn a profit? Does the buyer still believe strongly in the value of the site?

Keep it civil, no matter what, and try to avoid behaving like a tough guy. People remember their bruises, and who gave them to them.

If you have the high ground (copyright is yours, and they want the site badly):

  • Politely tell them that the project has had major scope creep, and that obligations to other projects force you to disengage from the project.
  • That you'd like to help them by providing a structured hand-off to their new developer.
  • That you need payment up front for the last work you'll do, before transferring copyright and source code to them.
If you're in a worse negotiation situation (copyright is theirs, the end customer no longer has faith in the project and wants to cut and run):
  • Tell them you're disengaging as a matter of fact, more or less as above.
  • You must insist on cash now before you can put further hours into helping the next developer with a structured handoff, maintaining their development momentum, time to market, etc.
  • Try to signal, without ever making threats or appear to be blackmailing, that you need payment before investing time in releasing their source code etc.
answered Oct 9 '10 at 04:05
Jesper Mortensen
15,292 points
  • The code is currently on their server, and without the contract in front of me I would assume it is theirs. I don't see much value in it, though the use of Google Earth is interesting. The buyer is definitely strongly committed to the value of the site. -- Thanks for your input, I always keep it civil and am definitely not a tough guy. I just want what's fair, and I am basically asking them to look at the situation and answer if they think it is fair.. – Fosco 13 years ago
  • Forget "fair". They are amateurs, and they don't know how to save themselves. They will latch on to any nice guy, and keep taking, taking, taking. Find your "iron fist in the velvet glove" and get your payment then disengage. – Jesper Mortensen 13 years ago
  • @Jesper Thanks :) I will let you know how it goes. – Fosco 13 years ago
  • Do a quick Google search: and you will find tons of similar stories. This is a problem customer at this point, as Jesper correctly states, disengage gracefully. – Larry Smithmier 13 years ago
  • @Jesper I edited the question to add my current thoughts from after the meeting. Thanks so much for your advice, it prepared me much more than I was... Even still, knowing what happened, I'd like to go back and do it all over again.. only more aggressive. – Fosco 13 years ago
  • @Fosco: Very nice of you to report back. If I was of a little help, that's great, thank you. – Jesper Mortensen 13 years ago

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Contract Negotiation