I made a stupid contract. What to do?
Thread poster: Julia_Lee

Julia_Lee
Local time: 07:38
English to Korean
+ ...
Nov 20, 2011

A month ago, I agreed to translate unknown documents for flat fees. The client had a deadline set for his project and was going to produce the documents little by little for me to translate until the deadline.

He gave the scope of the project specifying the names of the documents and estimated number of total pages.
However, he said that he would also have some odd documents to be translated, so I ended up making a contract saying that I would translate documents related to th
... See more
A month ago, I agreed to translate unknown documents for flat fees. The client had a deadline set for his project and was going to produce the documents little by little for me to translate until the deadline.

He gave the scope of the project specifying the names of the documents and estimated number of total pages.
However, he said that he would also have some odd documents to be translated, so I ended up making a contract saying that I would translate documents related to the project as well as the scope listed on the contract.

I did it because we set a 'Scheduled Completion Date' which reflected the deadline for his project. The contract also says,*Translator shall make every effort to complete service(s) by the above date but shall not be responsible for delays in completion caused by events beyond Translator's control.

He gave me some work before the scheduled completion date and gave me the promised initial payment, which I think a fair compensation for the work I have done.

The completion date has passed 10 days ago, but his project has not been completed. Now it seems that he has no deadline for the project. And he gave me more documents to translate a few days ago.

Here is my question: Am I obligated to keep working for him even though the completion date has passed? How to get out of the contract?

If I work for him without any set time period, I would have to translate whatever he gives to me no matter how many, as long as they are related to the project and would get paid only the flat fees, according to the contract.

His project is still at the early stage, but if I translate the second document, I will have translated more than a half of his estimate. I'm certain that the scope of his project is getting bigger and bigger, which means more documents for me to translate.

I am going to tell him that our old contract is no longer valid, because the Scheduled Completion Date has passed, and that we need to make another contract.

I wonder if fellow translators would think that my logic is legally valid. Please kindly advise me how to go about this. I really wish that I had asked for advice here before I made the stupid contract.
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Tom in London
United Kingdom
Local time: 15:38
Member (2008)
Italian to English
Don't take the legal route.....yet Nov 20, 2011

Rather than go straight down the litigation route, if I were you I'd be friendly and just try to clarify the position between you and him. He doesn't sound like a bad person. He may simply have other things on his mind and may not have worked with a translator before.

Why not just politely clarify to him what the deadline was, how much work you were supposed to deliver by that deadline, and how much he had agreed to pay you for it? Then suggest to him that you will invoice for that
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Rather than go straight down the litigation route, if I were you I'd be friendly and just try to clarify the position between you and him. He doesn't sound like a bad person. He may simply have other things on his mind and may not have worked with a translator before.

Why not just politely clarify to him what the deadline was, how much work you were supposed to deliver by that deadline, and how much he had agreed to pay you for it? Then suggest to him that you will invoice for that amount right away. You could then add that all additional work over and above what you have invoiced for would be additional, based on a rate per word of X cents, and that you will keep a tally of this and invoice him on an ad-hoc basis.

You should only take the legal route if he appears unwilling to settle in this way (or something similar).

[Edited at 2011-11-20 10:40 GMT]
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Thayenga  Identity Verified
Germany
Local time: 16:38
Member (2009)
English to German
+ ...
One step at a time Nov 20, 2011

Have you started with or completed the additional work he gave you? If so, then this might stipulate an extension of the contract.

I agree with Tom. If you like working for this client, then try to negotiate a new contract, perhaps one based on a per word rate, and see what he thinks.

Should everything else fail and you cannot reach an agreement with which you are both comfortable, then you can still take legal actions.


 

Phil Hand  Identity Verified
China
Local time: 23:38
Chinese to English
Why would you still be obligated here? Nov 20, 2011

The question seems to be the definition of the "project". And that can't be unilaterally defined by this guy. You had an original period of work, had some work in that period, were compensated fairly for it. Now that contract is over. If your client's business parameters have changed, that does not affect his contract with you.

"The legal route" is very tough - where and how to litigate is just a nightmare. But you obviously have reason on your side. You should be able to talk to th
... See more
The question seems to be the definition of the "project". And that can't be unilaterally defined by this guy. You had an original period of work, had some work in that period, were compensated fairly for it. Now that contract is over. If your client's business parameters have changed, that does not affect his contract with you.

"The legal route" is very tough - where and how to litigate is just a nightmare. But you obviously have reason on your side. You should be able to talk to the client. And if he isn't happy - the ball's in his court. He's already paid for your work. Tell him no more work without a new contract. If he's not happy with that and wants his original payment back, he's the one who has to sue you.
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Krzysztof Kajetanowicz (X)  Identity Verified
Poland
Local time: 16:38
English to Polish
+ ...
two things Nov 20, 2011

arunwave wrote:

He gave the scope of the project specifying the names of the documents and estimated number of total pages.
However, he said that he would also have some odd documents to be translated, so I ended up making a contract saying that I would translate documents related to the project as well as the scope listed on the contract.



Are you sure the estimated number of pages does not include the "documents related to the project"?

If I work for him without any set time period, I would have to translate whatever he gives to me no matter how many, as long as they are related to the project and would get paid only the flat fees, according to the contract.


Hang on. "Flat fees" as in "a flat fee of CAD xxxxxxx.00" regardless of the number and size of project documents?

If yes, and if the client is not bound by a steadfast deadline for submitting documents for translation, no wonder you're trying to get out of the contract. I'd consult someone familiar with Canadian law (assuming that it's a Canadian law issue). If you really don't know anyone who knows a lawyer, try a Canadian forum maybe, or the local ombudsman. Or just pay a lawyer for advice - an hour of his/her time should not be out of reach financially. A contract you signed voluntarily is probably difficult to get out of, unless you agreed to sell your liver or your daughter, but different legal systems have different concepts of what is valid and how things should be interpreted.

That of course, after you've talked to the client and he/she hasn't budged.

[Edited at 2011-11-20 11:17 GMT]


 

Sheila Wilson  Identity Verified
Spain
Local time: 15:38
Member (2007)
English
+ ...
A little legal advice needed Nov 20, 2011

arunwave wrote:
I really wish that I had asked for advice here before I made the stupid contract.

So do I, Arunwave, but that's life. At least you're better informed now and can begin to get your business in order. I don't think any of us could say we didn't get ourselves into a fix a few times when we were starting out. Very few people know all the rules and customs before they start, and if you've always been an employee then there's a natural tendency to let yourself be told how things will be done.

The completion date has passed 10 days ago, but his project has not been completed.

I am going to tell him that our old contract is no longer valid, because the Scheduled Completion Date has passed, and that we need to make another contract.

That seems totally logical, to me at least, though I have to stress that I have no legal knowledge whatsoever. It was a valid contract (even though terribly unjust), but it is now out of date and needs to be renogotiated in some way. That could be as little as a change in the end date. But it must surely be open to you to renogotiate the rest of the deal now.

You say you think you have been paid a fair amount for the words you have already translated. Do you think a court of law would agree? For example, if you have translated approximately 10% of the expected volume and you have received no more than 10% of the expected payment, then I would imagine that a court of law would say that you have done your job and that the contract is now terminated. As Phil says, it would be up to the client to sue you to get a refund

Krzysztof is right, in my opinion. You need legal advice, at least enough just to get an idea of your rights. In some places, lawyers give a small amount of advice for free, or will just bill you for an hour rather than expecting you to "go the whole way". If you prepare yourself to explain the case quickly and concisely then you could get a lot sorted out in an hour.

Of course, you should also try to sort something out with the client, but I get the feeling that you don't expect that to be very useful. I think you're right in wanting closure as quickly as possible and then you can say goodbye forever to this client.

For your information, this type of job is not uncommon. Direct clients often start off knowing that they want things translated, but they don't yet know exactly how much. That's why we bill by the word/line/page etc, or by the hour in some cases. More work = more pay. The most similar case I've had was a report that I started on before writing had finished. The client really wanted a fixed fee, so we agreed on a fixed total for the first 10,000 words, with extra words charged per word (at a lower rate than normal). It ended up being about 10,200 words and we were both happy.

Good luck!

Sheila


 

MM^^  Identity Verified
Local time: 16:38
Chinese to French
+ ...
Invoice at the end of each month Nov 20, 2011

Hello,

Your client have to pay you for each translation you have done.
You can send your invoice every time you find it appropriate and not only at the end of the project. In respect of the fact that you have no idea when it finishes, you can regullary send it for the translations done in a month.

Best regards,


 

Sheila Wilson  Identity Verified
Spain
Local time: 15:38
Member (2007)
English
+ ...
Except... Nov 20, 2011

MM^^ wrote:
Your client have to pay you for each translation you have done.
You can send your invoice every time you find it appropriate and not only at the end of the project. In respect of the fact that you have no idea when it finishes, you can regullary send it for the translations done in a month.


I agree that's the way it should be done, MM^^, but I don't think the OP can unilaterally start doing that at this point. They have a legal contract that says otherwise.


 

Julia_Lee
Local time: 07:38
English to Korean
+ ...
TOPIC STARTER
You are all so kind... Nov 20, 2011

Thank you very much for your advice. I feel supported and can see this matter more clearly now.

I'd like to explain the situation more in detail.
I have received $500 CAD for the partial work I have finished for the first turnaround.
I doubt he will sue me for just $500.00.

I have not completed the second documents he sent to me after the scheduled completion date, even though I responded to him as if I would start working on the documents from next week.<
... See more
Thank you very much for your advice. I feel supported and can see this matter more clearly now.

I'd like to explain the situation more in detail.
I have received $500 CAD for the partial work I have finished for the first turnaround.
I doubt he will sue me for just $500.00.

I have not completed the second documents he sent to me after the scheduled completion date, even though I responded to him as if I would start working on the documents from next week.

Thank you again and I'll look up how to make good contracts and so on, once I solve this problem.
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