
Ask HN: Client wants contract enforcement in their state. Red flag? - gs7
Hi guys,<p>I&#x27;m in the negotiation stages with a freelance client for a sizable job. I presented a contract to them in which one of the terms is that the agreement shall be interpreted and enforced in accordance with the laws of the State of California (my state). They asked me to make a few changes in the contract, one of them being changing the state where the agreement is enforced to Florida, which is the state where they are and their new company is incorporated. I&#x27;m not a lawyer and don&#x27;t think it&#x27;s worth paying one to figure this out (I&#x27;d rather walk away at this point). Do you think this is a red flag? Or is it customary to ask for this? Do I have to go to Florida if there&#x27;s any sort of dispute?<p>Thanks!
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brudgers
Personally, I've never regretted walking away from a deal I didn't feel good
about and have regretted not walking away from several that I took...though
I'll admit there is selection bias inherent.

My gut is that it's a red flag. Partly because your intuition is that it might
be one and you're ready to walk away. Partly because moving the venue to
Florida signals that the _potential_ client (they're not an actual client
until they write you a check) is more concerned with you enforcing the terms
of the contract against them [a Florida venue is an impediment] versus a
concern about having to enforce a contract against you [a Florida venue is an
impediment]. To put it another way, a Florida venue hedges their non-payment
over their enforcement. It's a bet that it's more likely they won't perform
than you.

My experience is that people are able to live with not paying because they
give warnings up front. That's why I like retainers. If a _potential_ client
balks over paying a retainer, then the odds are higher they will balk over
paying an invoice. Anyway, there's only two reasons that a client would balk
over paying a retainer: they don't trust me in which case I don't want them as
a client; or they don't have the money in which case I don't want them as a
client.

Good luck.

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jeffmould
IANAL, but I wouldn't necessarily consider it a "red flag". They are more or
less trying to put the burden on you by having to travel to, or obtain counsel
in Florida, should there be an issue. In my experience it is not a common
request, as most contracts state that the terms are interpreted based on the
laws of the state the contractor is located in. This is more common because
you otherwise you would have to have contracts written for every state or area
you have customers in. I can't imagine that any of their service providers
would agree to those terms. For example, if they agree to the terms with a
hosting provider or email service, those companies are not going to change
their terms if they are not located in Florida.

I would ask an attorney for their opinion. It's not worth the hassle though,
and if this is an absolute sticking point for the client, it may end up being
a red flag and time to walk away. A couple options you may have would be to
agree to arbitration or mediation in lieu of court. Another option would be to
require a "legal deposit" that would put an attorney in Florida on retainer
for the length of the contract. The deposit would either be applied to a final
invoice or refunded at the term of the contract. This would discourage them
from doing something frivolous down the road hoping you won't travel to
Florida to enforce the agreement.

Again though, I would talk with an attorney before proceeding.

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logn
I wouldn't walk away from the deal. They're just concerned you'll fail to
deliver and also don't want extra hassles dealing with attorneys, just like
you. And you're concerned about not being paid. Ask for a deposit, do a great
job, and don't worry about it.

You're both in different states. Each of you want litigation/contracts
resolved in your own states. One of you must budge. How's this a red flag?

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Diamons
You can politely say no and explain why. You have many clients and can't
account for all the laws in each state, you'd rather deal with local laws you
are familiar with and certainly abide by.

Furthermore, you can also show past works, references, etc. to support that
point and convey that you like to stand by your word. Writing a contract where
you're not fully familiar with the laws of the state means it makes it harder
to deliver the work and experience you are known for.

When they say they want to amend the contract, what they are really saying is
that they feel uncertain about certain things and feel there's a higher level
of risk.

And at the very end of the day if they still insist on the changes, tell them
you're willing to do that and explain to them that you will need to change the
quote because of the extra legal fees.

Source: years of working with clients and making them happy

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dudul
They may be doing it just because it's easier for them to get legal counsel in
their own state. I wouldn't call it a red flag but they are definitely trying
to tilt the balance on their side.

If you don't have the resources to get legal advice I would walk away. Not
worth the trouble.

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saganus
Although I've never been in a situation like you describe, this seems like
sound advice:

> If you don't have the resources to get legal advice I would walk away

If there is no way that you could afford to get a consultation for, don't
know, 100-300 USD range?, then how much are you willing to risk in case you
sign the contract and something bad happens?

I would guess that just flying from Cali to Florida would trump those 100-300
attorney fee, even if it's just flying to sign some paper and end the issue.

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gs7
Thank you all for your thoughtful responses! Considering the potential client
has also asked for some other contract changes that would increase my
liability to them, I've decided to stand firm and not give in to any of their
contract change requests. We've been working on getting a deal together for 6
weeks now and I've found them quite inexperienced with technical matters so
far. I think this translates into a lack of trust towards me, though I don't
get the feeling there's any malice or ill-will behind it. So if they insist on
their proposed changes to the contract, I will happily walk away. Thanks again
for your thoughts!

