Does the contract have any provision for liquidated damages?? i.e., is there any text that addresses the issue of ultimately not using your services?

The argument can be made that you are not entitled to all of the money since you did not render the services the agreement covers. At the same time, you are entitled to something. The question is, how much? The idea is to put you in a postion as if the K was never entered into. i.e., you should not be unjustly enriched...

The idea behind liquidated damages is to make the contract as self executing as possible. As a law student, I have no problems telling you that if you can avoid lawyers in these sorts of issues, the better off you will be. i.e., contracts are by nature, a private matter. The more you can put in writing to avoid disputes, the better. Lawyers tend to get involved when parties to a contract have not covered the bases. Lawyers have to get involved to clarify the intent of the parties. I know I can hear people laughing because it seems that lawyer tends to confuse rather than clarify! In theory, this is what lawyers should do.

If a lawyer was involved in the drafting of the contract and liquidated damages were not put into place, I would say the lawyer violated the due diligence requirements as set forth in the model rules of professional conduct. The liq. damages are for YOUR benefit, not the client. Still, there is a vested interest on both sides to have this language. After all, the idea is to avoid litigation. Far better to save your money than pay a lawyer to clean the mess up.


Had I been your lawyer, I would have advised you of that fact. Whether you wanted to go forward without the liq damages or not would be your call. At least you had the benefit of counsel..

Good luck...