Am I Overreacting About This Contract Change?

Business By jenmat Updated 28 Nov 2012 , 8:56pm by FromScratchSF

kazita Posted 26 Nov 2012 , 5:22am
post #31 of 70

AAnd this cake is for a wedding barely over a month away......hmm one has to wonder why it took so long to find someone to do the cake. And do we All bake here? Or just stir the pot because we're board

Dr_Hfuhruhurr Posted 26 Nov 2012 , 5:52am
post #32 of 70

A

Original message sent by FromScratchSF

I hope this works out for you, but no way would I have ever altered a contract for a client, least of all one that pretends he knows what he is talking about. Attornies have specialties. They arent jack-of-all trades. So just because he has a law degree doesn't mean he is qualified in contract law. See, he wasn't giving you advice on how your contract is illegal, all he did was change the wording to further benefit HIM, knowing that most people would go "huh, well he's a LAWYER so he Knows and I must be wrong!". I assure you, in most cases they don't have a clue what they are doing. They literally rely on you feeling inferior when they waive that law degree in your face.

This is pretty insulting and baseless, and I'm kinda shocked to see so many similar voices in this thread. In my opinion, the OP did exactly the right thing by negotiating the terms of the contract. The point of a contract is to memorialize the agreement of the parties and to curtail controversies. Advocacy for your own position should be expected--not demonized.

If you want to take the position that your contract is bulletproof and should never be altered, that's fine. But it's absurd to criticize free negotiation as improper or inappropriate. More often than not, the "contracts" alluded to and relied upon by many CC posters are amateurish cut and paste jobs, or barely-sufficient form contracts drafted by a minimum wage undergrad somewhere. The fact that everyone is using them, or that customers are unwittingly signing them, doesn't make them good contracts--and it certainly doesn't mean they shouldn't be open to negotiation.

The original clause quoted by the OP is not a neutrally fair clause for the consumer. Seeking indemnity for your own negligence is a huge ask, and the consumer really needs to be getting something in return. In virtually any serious business negotiation, the indemnitor is going to seek that return benefit, or suggest limiting the indemnity (as was the case here). Also, as Jason correctly points out, many states will void broad and intermediate form indemnity clauses in some types of transactions.

AmandaVermont Posted 26 Nov 2012 , 5:56am
post #33 of 70

AYou should not make that change. It does change the entire tone and meaning of the contract AND more importantly, in a civil suit he does not have to prove you were negligent necessarily, but you will be the one wo has to prove you were not. That can be, at the least, very expensive, and ruin your business just defending a lawsuit like that, because in the food business you are only remembered for your last mistake.

This is not worth the risk for 400.00 which, in my opinion, does not even pay for your time and supplies etc.

When an attorney plays attorney in his social life he needs something to remind him that someone else wrote that contract and that clause was nt in there for a very very good reason.

AmandaVermont Posted 26 Nov 2012 , 6:10am
post #34 of 70

AI should have added that there is a reason he is asking you to make this cake on such short notice: because anyone he has approached is also not willing to risk their business for him over a cake that does not even meet minimum orders for any kind of wedding or similar style cake.

Also, not only would your premium go up but they could cancel your policy and you might not be able to secure a decent policy without going through a high risk pool.

I would send and email and then a certified mail notice to the venue that you will not be taking him as a client and they need to secure another baker. He should have had the venue provide the cake, but it sounds like he thought it might be "cost effective" to seek a baker outside the venue's standard package.

It all sounds a little fishy to me.

jason_kraft Posted 26 Nov 2012 , 6:27am
post #35 of 70

A

Original message sent by AmandaVermont

I should have added that there is a reason he is asking you to make this cake on such short notice: because anyone he has approached is also not willing to risk their business for him over a cake that does not even meet minimum orders for any kind of wedding or similar style cake.

How exactly do you know this? Five weeks isn't really that "short notice" anyway.
Also, not only would your premium go up but they could cancel your policy and you might not be able to secure a decent policy without going through a high risk pool.
True, but only if OP were found negligent, or since the terms have been revised again, grossly negligent (which is a pretty high bar).

I would send and email and then a certified mail notice to the venue that you will not be taking him as a client and they need to secure another baker. He should have had the venue provide the cake, but it sounds like he thought it might be "cost effective" to seek a baker outside the venue's standard package.
If I was managing a venue and a vendor told me they would not do business with a customer because the customer wanted them to take responsibility in the case of gross negligence, that vendor would no longer be welcome in my venue.

Dr_Hfuhruhurr Posted 26 Nov 2012 , 6:32am
post #36 of 70

A

Original message sent by AmandaVermont

more importantly, in a civil suit he does not have to prove you were negligent necessarily, but you will be the one wo has to prove you were not.

Generally speaking, that is not true.

kazita Posted 26 Nov 2012 , 7:17am
post #37 of 70

A5 weeks not short notice for a Wedding cake and on new years eve yeah right that's not short notice yeah right

Godot Posted 26 Nov 2012 , 9:39am
post #38 of 70

I don't think I've ever seen a thread so full of gross active assumptions and gross active speculation!

jenmat Posted 26 Nov 2012 , 1:57pm
post #39 of 70
Quote:
Originally Posted by Godot 

I don't think I've ever seen a thread so full of gross active assumptions and gross active speculation!

well I certainly hope they were not on my part! 

 

After further thought, I have decided to keep the clause in my contract from here on out. Gross active negligence in a cake setting would mean that I actively caused someone bodily harm by being negligent in a "big" way. Like putting staples in the cake or somehow causing it to explode and injure the guests. Since I would never be actively negligent anyway, I feel this is fair and as others have said, more neutral. 

 

I am sorry some of you have had bad experiences with lawyers. I for one have been lucky and have nothing but good things to say about those I've worked with. I truly thought it would give perspective on why he was getting technical and whether or not his request was valid, not to totally tear him a new one because of his profession (although the calculator joke still makes me ticked!!!)

 

I was hoping that cooler heads would prevail and my emotions on being called out by this guy would not allow me to make a mess over the situation. And voila, they did! Thanks to the cooler heads!!!

 

And being that they are both about 62 years old and members of this country club, that their wedding invite says "no gifts" and they are just having a nice dinner with no flowers, photographer, etc, it is reasonable that this couple didn't see the urgency in ordering their cake ahead of time. The venue doesn't provide cake and uses me for as many events as they can- and I LOVE the manager, so I wanted to make sure I didn't damage my reputation with them over a simple wording dispute.

 

Thanks to those who took the time to advise me, I really, really appreciate it!!!

AZCouture Posted 26 Nov 2012 , 2:32pm
post #40 of 70

Hell, I probably would have said something like "Oh would you mind telling me what I should say, does everything else look sound?" You know, take advantage of having a lawyer for a client, and get some free legal advice....that's just me though. I have one across the street I yap with every once in a while. icon_lol.gif

Stitches Posted 26 Nov 2012 , 2:44pm
post #41 of 70

"Jason. I find the fact that you need to double check what I'm saying to discredit me, unusual" 

 

 Let me choose different words: I find your need to spend time looking up what I've said to double check my facts, bizarre behavior! I can understand looking something up to help someone else........that's generous. But it seems very mean spirited to spend time looking up a topic when your only motive is to discredit someone else.

 

Are you the fact police.........or just looking to assert your superior intelligence?

jason_kraft Posted 26 Nov 2012 , 3:38pm
post #42 of 70

A

Original message sent by Stitches

You need to accept that people are entitled to their own opinions and in public forums they are free to express those.

I absolutely agree.

FullHouse Posted 26 Nov 2012 , 5:19pm
post #43 of 70

Jenmat, I'm happy to hear that you were able to resolve your concerns with this client.  I agree, the calculator comment was impolite and would set you off with a bad feeling towards anything else he says.  

All of the disparaging comments against lawyers are really unfair.  I know many lawyers and I worked at a large law firm while I was in college and for a few years afterward.  Like any profession (bakers included), some are wonderful people and some are greedy and out for only themselves.  The generalization of lawyers being dishonest and selfish is just not true.  Thanks, Jenmat (and others) for saying so as well.  Doing business with a lawyer does not mean you are asking for trouble.  None of us should sign a contract if we don't agree with the terms.  I've made changes to contracts I felt unfair and, had the other party not agreed with my changes, I would agree that we shouldn't do business (no hard feelings, just business).    

While I truly respect and appreciate Doug's business knowledge, I would not copy a contract directly from him (or anyone else).  The laws in your state could be very different and his contract may not protect you as it should.  I strongly recommend that you hire an attorney familiar with the laws in your state to review your contract or draft a new one.  A contract is not worth anything if it is not legally valid in your state.  Jenmat, it sounds as if you actually received a bonus by working with this groom/attorney - you were able to have your contract reviewed.  Though, he was reviewing it for the customer's side of things, so I would still recommend having an attorney review it with your interests in mind.

Stitches Posted 26 Nov 2012 , 5:49pm
post #44 of 70
Quote:
Originally Posted by FullHouse 



All of the disparaging comments against lawyers are really unfair.  I know many lawyers and I worked at a large law firm while I was in college and for a few years afterward.  Like any profession (bakers included), some are wonderful people and some are greedy and out for only themselves.  The generalization of lawyers being dishonest and selfish is just not true.  

I'm sorry, I am guilty of writing disparaging comments...........and I do feel bad because it isn't right to slander a whole profession. Honestly, that wasn't my intent at all!

 

(I personally have had some serious (and VERY expensive) dealings with lawyers and I wanted others to know that you need to take great caution when your dealing with legal issues. It's relatively cheap to hire a lawyer to draw up a contract, compared to needing to hire a lawyer to help you after you have a problem. Had I not been through what I was through, I'd have no ideas just how extremely expensive legal services are.)

 

 

 I'm certain there are many great people that are lawyers!!

remnant3333 Posted 26 Nov 2012 , 6:03pm
post #45 of 70

Stitches, I understand where you are coming from completely. Unless a person has walked in your shoes a mile they have no idea about how you get treated when dealing with some lawyers.  I have been there and I completely understand!!!!  Until a person gets burned by them they have no idea and most are blind because they have not walked in your shoes!!!

Hopefully nothing bad will happen with this lawyer issue and the contract! My prayers are with you all! !/Mary
 

FullHouse Posted 26 Nov 2012 , 6:53pm
post #46 of 70
Quote:
Originally Posted by Stitches 

I'm sorry, I am guilty of writing disparaging comments...........and I do feel bad because it isn't right to slander a whole profession. Honestly, that wasn't my intent at all!

 

 

 

 I'm certain there are many great people that are lawyers!!

 

Stitches, I am sorry that you had such a difficult experience.  I can definitely understand that that experience has left you with bad feelings, glad to see you are not intending to generalize the entire profession :).  

 

 

Quote:
(I personally have had some serious (and VERY expensive) dealings with lawyers and I wanted others to know that you need to take great caution when your dealing with legal issues. It's relatively cheap to hire a lawyer to draw up a contract, compared to needing to hire a lawyer to help you after you have a problem.

 

Great advice, unless you know someone very well, you are always going to need to be careful when dealing with anyone.  And it is definitely more cost effective to have a great contract to protect yourself ahead of time than having to pay for the bigger mess later (same reason we have insurance).

 

 

 

Quote:
Had I not been through what I was through, I'd have no ideas just how extremely expensive legal services are.)

 

Lawyers can be expensive, and many make a very nice living, but they also take a huge responsibility, long hours and high stress in exchange (not to mention the expense of Law School, continuing education, insurance, staff, technology and overhead expenses, etc.).  My original plan was to be an attorney (the nice kind icon_wink.gif), until I saw all being an attorney required when I worked at a firm.  I then realized that I would not be happy trying to balance a demanding career and a family (this was way before I had kids).  It sure gave me an understanding of how they work and why they charge what they do.  After all, I had no idea why custom cakes cost so much until I started making them myself.  

remnant3333 Posted 26 Nov 2012 , 8:08pm
post #47 of 70

That is why attorney's hire people like you who do all of the work for them!!!  The attorney's that I know do as little as possible and hire other's who do most of the paperwork and all of the hard stuff for them. At least the ones I know do!!

MsGF Posted 27 Nov 2012 , 12:46pm
post #48 of 70

JasonKraft is right.  We are all hiding behind our "Contracts" but if there is something seriously wrong with the cake, nails, pins etc...  then you will get sued, contract or not.  My friend is a lawyer, and he said you can sue anyone if you can prove that their product was faulty.

 

So go with your gut, don't do things you are uncomfortable with.  But it all comes down to your product and if it is faulty and he can prove it.   Use only the freshest ingredients don't add any odd or unusual ingredients and you will be fine.  He is just being an ass.  He was taught to always read the fine print and make up crap by reading between the lines.  LOL  icon_biggrin.gif

 

Good luck he's a tough customer.   Maybe he has a poor sense of humor too.

 

Take Care

lyndsayscott Posted 27 Nov 2012 , 4:20pm
post #49 of 70

Always trust your gut.  I would tell him either he can sign the contract AS IS, or he doesn't need to get a cake from you.  I feel like it's pretty jerk-y that he walks into YOUR business and feels the need to change YOUR paperwork.  Ummmmmmmmmm NO!  He can find another baker to harass.

 

Also, let's say you decide to change the contract.  Where do the demands stop?  He seems like a pain in the neck to work with.  Heck no, $400 isn't nearly enough to make me work with someone like that!

jason_kraft Posted 27 Nov 2012 , 6:21pm
post #50 of 70

A

Original message sent by lyndsayscott

I feel like it's pretty jerk-y that he walks into YOUR business and feels the need to change YOUR paperwork.

This is how contracts are supposed to work, if one side feels the terms are unfair (as was the case here) they can and should request a change. It's not "jerky", it's being a smart customer. As a business owner you have the choice to make the change if you agree with it or reject the order.

Contracts are not set in stone, they are living documents that should be revisited regularly to make sure they still make sense based on the scope of your business.

Also, let's say you decide to change the contract.  Where do the demands stop?
The "demands" stop whenever you want them to stop. Agreeing to modify a contract clause for a customer does not mean that you must automatically agree to all other customer requests.

Amina2 Posted 28 Nov 2012 , 3:36am
post #51 of 70

I know this is irrelevant but the guys a lawyer and hes ordering a cake costing only 400$ how tight lol. He seems like he's setting you up for trouble it's not worth 'potentially' getting yourself in to a whole lot of financial loss over one order, If I were you I would wiggle my way out of providing any services to him.

jason_kraft Posted 28 Nov 2012 , 4:11am
post #52 of 70

A

Original message sent by Amina2

I know this is irrelevant but the guys a lawyer and hes ordering a cake costing only 400$ how tight lol.

Can you explain what you mean by this statement?

Godot Posted 28 Nov 2012 , 5:49am
post #53 of 70
Quote:
Originally Posted by Amina2 

I know this is irrelevant but the guys a lawyer and hes ordering a cake costing only 400$ how tight lol.

 

You mean, because he's a lawyer, that they should be spending thousands on their cake? Are they tightwads because their cake 'only' costs $400? What do you think a lawyer's wedding cake ought to cost? Maybe they only want a smaller wedding - or do you think that because he's a lawyer they should have 800 guests - because they (assumably) can afford it?

 

Not all lawyers are rolling in it - many are small business owners, struggling to make ends meet - just like most everyone else.

 

What is wrong with questioning a contract? Or is it because he's a lawyer that it's wrong? I'm no attorney, but you'd better believe I read the fine print,  and if I don't like it I won't sign.

 

I think I'll repeat myself here:

 

I don't think I've ever seen a thread so full of gross active assumptions and gross active speculation!

lyndsayscott Posted 28 Nov 2012 , 4:01pm
post #54 of 70
Quote:
Originally Posted by jason_kraft 

Contracts are not set in stone, they are living documents that should be revisited regularly to make sure they still make sense based on the scope of your business.
 
 

 

I completely understand that; however, hers already made sense IMO.  Now, obviously in his opinion, he didn't think it was the way he wanted it.  All I know is that it seems to be a change that changes the tone of the contract in a negative way.  If it were me, I would decline the change and move on with my business elsewhere.  I always read the fine print, but most of the time I respect the business owner and their guidelines.  If I don't like the way they run their business (fine print and such) I go elsewhere.
Separate note:  this is obviously a HOT topic based a lot in opinions of individuals.  However, I don't feel like people should get onto this thread and try to start arguments.  She asked a question, so answer it for her.  We all don't agree--that's ok!  Nit-picking other people's answers is really quite tiresome and not beneficial to her original question.
jason_kraft Posted 28 Nov 2012 , 4:16pm
post #55 of 70

A

Original message sent by lyndsayscott

I completely understand that; however, hers already made sense IMO.

The existing clause was great for her, but it was very one sided. Fairness to both parties is part of what you need to look at when you write a contract.

Imagine you hire a caterer to provide food for an event, and they have a similar clause in their contract. Some of the caterer's ingredients have spoiled. The caterer notices the spoilage but uses the ingredients anyway to save money, and several guests get sick, with some requiring hospitalization. If your state does not limit indemnity, the caterer would not legally be required to provide any form of compensation, even though it was 100% their fault, and they were aware of the problem before they served the food.

Does that make sense to you?

lyndsayscott Posted 28 Nov 2012 , 4:26pm
post #56 of 70
Quote:
Originally Posted by jason_kraft 


Imagine you hire a caterer to provide food for an event, and they have a similar clause in their contract. Some of the caterer's ingredients have spoiled. The caterer notices the spoilage but uses the ingredients anyway to save money, and several guests get sick, with some requiring hospitalization. If your state does not limit indemnity, the caterer would not legally be required to provide any form of compensation, even though it was 100% their fault, and they were aware of the problem before they served the food.
Does that make sense to you?

How do you even prove that they saw, recognized, and used spoiled food anyway?  I guess you could, but it would be tough.

 

And yes, it makes sense to me.  

 

And I will repeat what I said before...

 

Quote:
Originally Posted by lyndsayscott 

I don't feel like people should get onto this thread and try to start arguments.  She asked a question, so answer it for her.  We all don't agree--that's ok!  Nit-picking other people's answers is really quite tiresome and not beneficial to her original question.
FromScratchSF Posted 28 Nov 2012 , 4:34pm
post #57 of 70

There is nothing wrong with a debate - state reasons for you agreeing or disagreeing with someone's statement but be nice.  Comments calling members "stupid" or "rude" or whatever will be deleted.  If you are offended by a comment, skip the thread and move on.

jason_kraft Posted 28 Nov 2012 , 4:35pm
post #58 of 70

A

Original message sent by lyndsayscott

How do you even prove that they saw, recognized, and used spoiled food anyway?  I guess you could, but it would be tough.

It would be tough to prove that they knew, but if several people were sick it wouldn't be too difficult to trace it back to the source. Knowing in advance vs. not knowing would probably be the difference between gross negligence and regular negligence.

And yes, it makes sense to me.
To clarify, you're saying it makes sense that if a vendor injures people and is 100% at fault they should not be legally required to provide any form of compensation?

And I will repeat what I said before...
This is a public discussion forum, if you don't like other people responding to your posts then you probably shouldn't post publicly.

FromScratchSF Posted 28 Nov 2012 , 4:43pm
post #59 of 70

Also, I will and have edited comments.  Please don't make me do that.  Some of you have pretty great info and are entitled to your opinions - I really don't have the time to red pen out the stuff that doesn't fit with being nice in expressing them

 

In the past Mods just delete threads that are to much of a headache to moderate - since I'm new I'm giving it a real go here out of love for you all so again, please be nice!

lyndsayscott Posted 28 Nov 2012 , 4:56pm
post #60 of 70
Quote:
Originally Posted by jason_kraft 

To clarify, you're saying it makes sense that if a vendor injures people and is 100% at fault they should not be legally required to provide any form of compensation?

No, I meant your example made sense to me.  It was a good example.  My goodness...sheesh!

 

I understand this is a public forum, but boy-oh-boy...I believe in being overall positive and beneficial to the original question.  Yikes!  Other cake friends have warned me about CC forums, but I wanted to try it out anyways.  Goodness gracious...

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