It would be interesting as an aside to know whether the contract was signed, but it’s not actually particularly material to what makes a legal contract. (Again, not a lawyer, but I am studying for my Contracts final right now instead of my Civil Procedure one). The core question is whether an offer was made and accepted, and performance (that is: acting according to the terms of the contract) is a pretty reliable way to demonstrate acceptance.
I have no knowledge of whether the contract was signed, but that a written contract exists, that she worked according to the terms in the contract, and that they paid her according to the same terms all serve as strong evidence of a valid contract. Information about signatures adds little one way or another.
I’d agree with you if the contract had been shared ahead of time (instead of six days after starting), or signed, or if she’d continue to work after accepting the payment specified in the contract. But she didn’t get paid until she left (which Kat says was her choice, since she ran payroll), which sounds very consistent with an ongoing salary dispute.
I can accept that there was an ongoing dispute. I cannot accept that Chloe had any grounds on which to dispute it. They told her what compensation would be going in; they provided a contract consistent with that; she accepted the job knowing precisely what the compensation was. To be blunt, I think it speaks very poorly of someone to accept a position and then immediately dispute the compensation they accepted and, having been in very similar positions myself, have no sympathy whatsoever for Chloe in the dispute. She is in the wrong and should not have accepted the job if she was not satisfied with the compensation package.
I don’t think you currently have access to evidence that would allow you to come to as confident of a conclusion as you seem to be, unless you have access to private evidence I or others don’t have access to.
For example, it seems totally plausible that Chloe explicitly objected, in writing, to the contract sent to her, and that there was other communication in which a materially different basis for an agreement was established (I do not know whether that is the case, but I certainly can’t rule it out from the evidence provided).
Written contracts are the means to resolve those disputes. That is the specific, precise function they serve. Your argument here strikes me as an invisible-dragon one, particularly given the time both sides have spent presenting evidence. I believe my level of confidence is precisely appropriate to the situation: a contract existed; it was discussed in advance; it was fulfilled; now it is doing precisely what contracts do and settling a dispute. The burden of proof has entirely shifted from Nonlinear here.
If I send you a contract, and you send back a response “that contract is unfair and does not capture our pre-existing agreement, I do not agree to it”, then of course that contract has not taken effect. This seems really clear to me (and is also legally really not very ambiguous).
Signing a contract is the central tool we have for communicating that indeed we agree on the matter at hand. As such, refusing to sign a contract also definitely matters for both the ethical and legal interpretations of the situation, especially if accompanied with someone saying so explicitly. Are you currently saying you are confident that Chloe did not explicitly verbally or in writing disagree with the contract? (I don’t know such facts either way, but it seems good to get predictions on the record)
I am currently saying I am confident you a) have to meet a steep burden of proof to demonstrate any flaws you speculate in the contract as it stands, a burden I have intense doubts you can or will meet and b) do not know what you are talking about with contract law and are fixated on tangential details. Until and unless you can meet that burden of proof, you do not have a leg to stand on.
Do you agree that if there was a contract proposed, that one party refused to sign, and communicated that they do not think the contents of the contract reflect previous agreements, before performing the work that the contract was asking for, that this would then have a material effect on both the ethical and legal implications of the contract?
(Of course this would definitely not demonstrate that any specific interpretation of the contract that was not present in the unsigned written contract would now become the most central ethically and legally relevant interpretation. What contract was actually formed seems likely to be messy in that case and would require engaging a lot with the details.)
If they refused to sign the contract presented to them at the start of work and then continued to perform that work, it would be a bizarre decision that would put them in a legally ambiguous spot. That is, since you are keen on getting a direct answer to a contrived hypothetical: yes, that strange sequence, for which neither you nor NL has provided any evidence, would decrease the likelihood that a court would find a legally enforceable contract existed, but acceptance in the form of continuing to do the work in question would weigh the other direction.
You’re straining at gnats on this and other points, and I don’t see much value to continuing this line of inquiry. I look forward to seeing Ben’s response to NL and appreciate the time you’ve taken to respond so far; inasmuch as you can provide hard evidence for points like this I will be keen to see it.
Thanks, I appreciate the answer to my question! I agree that I think at this point it probably isn’t the best use of our time to continue this line of inquiry, at least for now and unless additional evidence arises (or one of us thinks of a particularly important additional consideration).
But the contract was shared after she started (after flying to a foreign country?). I don’t know how much that weakens its supremacy, but surely it’s more than zero. Postnups are easier to break than pre-nups, pre-nups are easier to break when sprung at the last minute.
We also haven’t seen evidence Chloe agreed to the deal Kat screenshotted, or even her reaction to it. The fact that she didn’t pay herself seems like a costly signal of belief she was entitled to more. Maybe that’s because Kat was inconsistent, maybe she hallucinated, but the current evidence doesn’t disambiguate that.
Do I think it was smart for either party to let Chloe start (and fly to a foreign country?) without a written agreement? Definitely not. The dispute now is the exact thing contracts are supposed to prevent. But I would really like to see more evidence before concluding Kat was clear and Chloe imagined a better deal.
That’s where the discussion prior to hiring is important for me, and there it was clearly laid out that the compensation would be $1k/month plus cost of living. If there were material inconsistencies between that and the actual contract, I’d be sympathetic, but I just didn’t see any.
I do agree that getting into writing earlier over later is better and that (inasmuch as we understand the timing) starting with no written agreement was imprudent, but it doesn’t sway me on the broader picture there.
and that they paid her according to the same terms
Note that Chloe was not paid her stipend monthly. She was paid one sum of $5,500 at the very end of her employment with Nonlinear (according to Nonlinear she was supposed to pay herself as she was in charge of payroll and chose not to do so). So it looks like she did not implicitly accept payment of $1000/mo throughout her employment.
I totally agree that there still could have been a more implicit contract that was established via a mixture of the written contract, informal and verbal communication, but I think we have less evidence about the details of that verbal communication (we have some, and I appreciate the transcript and text messages that Nonlinear has shared).
I concur with @ymeskhout and overall recommend more wariness when speaking about legal principles. The timing of pay, particularly if they willingly withheld any, would be material if she raised a contract dispute in court, but given her apparent control over that timing and her ultimate acceptance of the pay is unlikely to have much weight in anything as things stand, and doesn’t really raise fairness concerns unless she asked for the stipend earlier and got rebuffed.
An “implicit contract that was established via a mixture of the written contract and verbal communication” isn’t really a thing the way you’re conceptualizing it—generally speaking, verbal communication before a written contract just isn’t particularly important.
Verbal or informal communication before a signed contract isn’t particularly important. Informal or verbal communication absolutely matters for determining the validity of an unsigned contract.
But also, as I said below (and now in a footnote) I was not trying make a legal argument (indeed, I don’t even know in what jurisdiction this whole situation was happening). I was trying to make an argument on common-sense ethics ground and norms of reasonable conduct. Sorry for the ambiguity.
It is a totally normal term, yes, just not one that was germane to the question at hand.
In terms of making a legal versus ethical argument, I think contracts should be seen primarily as legal tools to settle disputes, such that talking about “valid” contracts outside the legal sense is not particularly useful.
It would be interesting as an aside to know whether the contract was signed, but it’s not actually particularly material to what makes a legal contract. (Again, not a lawyer, but I am studying for my Contracts final right now instead of my Civil Procedure one). The core question is whether an offer was made and accepted, and performance (that is: acting according to the terms of the contract) is a pretty reliable way to demonstrate acceptance.
I have no knowledge of whether the contract was signed, but that a written contract exists, that she worked according to the terms in the contract, and that they paid her according to the same terms all serve as strong evidence of a valid contract. Information about signatures adds little one way or another.
I’d agree with you if the contract had been shared ahead of time (instead of six days after starting), or signed, or if she’d continue to work after accepting the payment specified in the contract. But she didn’t get paid until she left (which Kat says was her choice, since she ran payroll), which sounds very consistent with an ongoing salary dispute.
I can accept that there was an ongoing dispute. I cannot accept that Chloe had any grounds on which to dispute it. They told her what compensation would be going in; they provided a contract consistent with that; she accepted the job knowing precisely what the compensation was. To be blunt, I think it speaks very poorly of someone to accept a position and then immediately dispute the compensation they accepted and, having been in very similar positions myself, have no sympathy whatsoever for Chloe in the dispute. She is in the wrong and should not have accepted the job if she was not satisfied with the compensation package.
I don’t think you currently have access to evidence that would allow you to come to as confident of a conclusion as you seem to be, unless you have access to private evidence I or others don’t have access to.
For example, it seems totally plausible that Chloe explicitly objected, in writing, to the contract sent to her, and that there was other communication in which a materially different basis for an agreement was established (I do not know whether that is the case, but I certainly can’t rule it out from the evidence provided).
Written contracts are the means to resolve those disputes. That is the specific, precise function they serve. Your argument here strikes me as an invisible-dragon one, particularly given the time both sides have spent presenting evidence. I believe my level of confidence is precisely appropriate to the situation: a contract existed; it was discussed in advance; it was fulfilled; now it is doing precisely what contracts do and settling a dispute. The burden of proof has entirely shifted from Nonlinear here.
If I send you a contract, and you send back a response “that contract is unfair and does not capture our pre-existing agreement, I do not agree to it”, then of course that contract has not taken effect. This seems really clear to me (and is also legally really not very ambiguous).
Signing a contract is the central tool we have for communicating that indeed we agree on the matter at hand. As such, refusing to sign a contract also definitely matters for both the ethical and legal interpretations of the situation, especially if accompanied with someone saying so explicitly. Are you currently saying you are confident that Chloe did not explicitly verbally or in writing disagree with the contract? (I don’t know such facts either way, but it seems good to get predictions on the record)
I am currently saying I am confident you a) have to meet a steep burden of proof to demonstrate any flaws you speculate in the contract as it stands, a burden I have intense doubts you can or will meet and b) do not know what you are talking about with contract law and are fixated on tangential details. Until and unless you can meet that burden of proof, you do not have a leg to stand on.
Do you agree that if there was a contract proposed, that one party refused to sign, and communicated that they do not think the contents of the contract reflect previous agreements, before performing the work that the contract was asking for, that this would then have a material effect on both the ethical and legal implications of the contract?
(Of course this would definitely not demonstrate that any specific interpretation of the contract that was not present in the unsigned written contract would now become the most central ethically and legally relevant interpretation. What contract was actually formed seems likely to be messy in that case and would require engaging a lot with the details.)
If they refused to sign the contract presented to them at the start of work and then continued to perform that work, it would be a bizarre decision that would put them in a legally ambiguous spot. That is, since you are keen on getting a direct answer to a contrived hypothetical: yes, that strange sequence, for which neither you nor NL has provided any evidence, would decrease the likelihood that a court would find a legally enforceable contract existed, but acceptance in the form of continuing to do the work in question would weigh the other direction.
You’re straining at gnats on this and other points, and I don’t see much value to continuing this line of inquiry. I look forward to seeing Ben’s response to NL and appreciate the time you’ve taken to respond so far; inasmuch as you can provide hard evidence for points like this I will be keen to see it.
Thanks, I appreciate the answer to my question! I agree that I think at this point it probably isn’t the best use of our time to continue this line of inquiry, at least for now and unless additional evidence arises (or one of us thinks of a particularly important additional consideration).
But the contract was shared after she started (after flying to a foreign country?). I don’t know how much that weakens its supremacy, but surely it’s more than zero. Postnups are easier to break than pre-nups, pre-nups are easier to break when sprung at the last minute.
We also haven’t seen evidence Chloe agreed to the deal Kat screenshotted, or even her reaction to it. The fact that she didn’t pay herself seems like a costly signal of belief she was entitled to more. Maybe that’s because Kat was inconsistent, maybe she hallucinated, but the current evidence doesn’t disambiguate that.
Do I think it was smart for either party to let Chloe start (and fly to a foreign country?) without a written agreement? Definitely not. The dispute now is the exact thing contracts are supposed to prevent. But I would really like to see more evidence before concluding Kat was clear and Chloe imagined a better deal.
That’s where the discussion prior to hiring is important for me, and there it was clearly laid out that the compensation would be $1k/month plus cost of living. If there were material inconsistencies between that and the actual contract, I’d be sympathetic, but I just didn’t see any.
I do agree that getting into writing earlier over later is better and that (inasmuch as we understand the timing) starting with no written agreement was imprudent, but it doesn’t sway me on the broader picture there.
Note that Chloe was not paid her stipend monthly. She was paid one sum of $5,500 at the very end of her employment with Nonlinear (according to Nonlinear she was supposed to pay herself as she was in charge of payroll and chose not to do so). So it looks like she did not implicitly accept payment of $1000/mo throughout her employment.
I totally agree that there still could have been a more implicit contract that was established via a mixture of the written contract, informal and verbal communication, but I think we have less evidence about the details of that verbal communication (we have some, and I appreciate the transcript and text messages that Nonlinear has shared).
I concur with @ymeskhout and overall recommend more wariness when speaking about legal principles. The timing of pay, particularly if they willingly withheld any, would be material if she raised a contract dispute in court, but given her apparent control over that timing and her ultimate acceptance of the pay is unlikely to have much weight in anything as things stand, and doesn’t really raise fairness concerns unless she asked for the stipend earlier and got rebuffed.
An “implicit contract that was established via a mixture of the written contract and verbal communication” isn’t really a thing the way you’re conceptualizing it—generally speaking, verbal communication before a written contract just isn’t particularly important.
Verbal or informal communication before a signed contract isn’t particularly important. Informal or verbal communication absolutely matters for determining the validity of an unsigned contract.
Also, “implied/implicit contract” is a totally normal term: https://www.law.cornell.edu/wex/implied_contract
But also, as I said below (and now in a footnote) I was not trying make a legal argument (indeed, I don’t even know in what jurisdiction this whole situation was happening). I was trying to make an argument on common-sense ethics ground and norms of reasonable conduct. Sorry for the ambiguity.
It is a totally normal term, yes, just not one that was germane to the question at hand.
In terms of making a legal versus ethical argument, I think contracts should be seen primarily as legal tools to settle disputes, such that talking about “valid” contracts outside the legal sense is not particularly useful.