DON’T YOU DARE CONSIDER THIS AS LEGAL ADVICE FOR YOUR SPECIFIC SITUATION. I AM SERIOUS. INDIVIDUAL FACTS MATTER TO LEGAL ANALYSIS. THIS BLOG POST REPRESENTS A BASIC, GENERAL OVERVIEW OF THE LAW REGARDING BREACH OF CONTRACT. IF YOU WANT TO FIRE A CLIENT, SPEAK WITH A LAWYER IN YOUR AREA.
Let’s talk about firing a client (SEE ABOVE DISCLAIMER).
Can I fire my client?
When I say, ‘fire a client,’ I’m talking about when the client pays you and expects you to do your job, but is extremely hard to work with. They’re needy, they call you too much, and they belittle you. It’s the times when you want to shoot laser beams out of your eyes and melt their face.
What I’m not going to be talking about when I say ‘fire a client’ is where you let a client go because they haven’t paid you, they cancelled the wedding, they stole your work van, or kicked your puppy.
We’re talking about the first scenario, in which your decision to fire the client is unilateral, based on the client being a horrible person, OK?
Breach of a Wedding Vendor Contract.
So let’s talk about breach of contract. A basic way to understand a contract is that it’s an exchange of promises. I agree to pay you money, you agree to play the cello at my wedding. A typical contract will have lots of promises. When a party fails to fulfill a promise, then they have breached the contract. Breach a promise, breach the contract.
As you can imagine, some promises within a contract are more important than others. We call those MATERIAL. For example, if you are a stylist, and you promise to do make-up and hair for the wedding party between 1:00pm and 3:00pm, but you get there at 1:05pm, then you did not fulfill that promise. Technically, you are in breach of contract. However, if you don’t show up at all, then you did not fulfill a really critical promise, and you are in MATERIAL breach.
Who determines whether a promise is material? Most of the time, that’s going to be a judge or jury after a hard fought breach of contract case. In other words, by people other than you and at a much later time.
Or, promises can be made material by explicitly stating so in the contract. For example, a wedding officiant may state that if clients are intoxicated at time of ceremony, the contract will be terminated immediately. There, the officiant is defining materiality. In essence, you may take the issue of materiality out of the hands of a jury or judge.
Material Breach of a Wedding Vendor Contract.
Why is the difference between a non-material term and material term important? Because each have a different outcome. When a client breaches an immaterial term, you the vendor have gotta keep on trucking, keep on fulfilling your promises, and complete your portion of the contract. Then, you can sue the client for breach of contract later.
When a client breaches a material term, generally, and I mean generally, you have the option to terminate performance immediately. Any promises that you have not fulfilled, you don’t need to fulfill them. In other words, you are able to just walk away…and then go right to the courthouse. (SEE THE LEGAL DISCLAIMER ABOVE. ALL SITUATIONS ARE DIFFERENT. SEEK COUNSEL BEFORE TERMINATING ANY CONTRACT. DO NOT RELY ON THIS BLOG POST OR THIS BLOG).
MATERIAL versus IMMATERIAL: It is the difference between saying, “I’m going to sue you when this is over” vs. “this is over NOW and I’m going to sue you.”
Firing a Client.
So, when you say, “I want to fire a client”, what you are really saying is that “I want to terminate this contract NOW based on the client’s material breach of contract.” The pitfall here is actually firing your client. Here’s why: Whatever the client is doing, is it REALLY a material breach?
Because when you walk away from a contract, and the other party has either not breached or has not committed a material breach, then you are in danger of being sued yourself. People can’t just get out of contracts because they are annoyed, stressed, or hate the other person. If that was the case, I wouldn’t be having to let student loans go to voicemail whenever they call. I’d pick it up today: “I’m firing you guys. Peace.”
So, be super careful if you fire a client. There are a lot of legal liabilities to think about.
So what’s the verdict?
The most important thing you can do is to pick your clients wisely. Are you buyin what they’re sellin? Do you like the cut of their jib? Communicate UPFRONT with what types of behavior are not tolerated. This is going to be the best way to prevent having to fire a client later on.
That’s the most important thing I can say about that. BUT…You CAN incorporate material terms into your contract, that is to say, defining what behavior you will not tolerate and putting the client on notice as to what will happen if they exhibit such behavior. But it is hard to do right.
Problem One: You may come across like a jerk. You run the risk of having an overly long, harsh contract that’s a 100 pages. Potential clients will see that, they’ll call you a few names in their head and they won’t hire you. Make sure the language used is not critical, but affirms both parties’ duties.
Problem Two: You’re wishy-washy or vague with your terms. If you want to be able to terminate a contract based on a client’s awful conduct, you have to keep the terms SIMPLE and WELL DEFINED. There is a big difference between, “Don’t be blowin’ up my cell phone all the time,” versus stating a specific time during the day in which you receive phone calls, the number of times that you will receive calls inside or outside these hours, then stating the consequences for violating the term.
Dudes, at the end of the day though, the issue with problem clients, that is, the clients that are really just big pains, is that if you try to incorporate escape valves into your contract for them, it becomes more of a hassle than just vetting the client from the beginning.