John,


>You approached the issue from the premise that one cannot look beyond the 4 corners of the document when interpreting the agreement. The fact is, nothing could be further from the truth.


If I gave that impression, it's unfortunate, and bodes ill on me. It was not my intent. It is just that the lawyer that I've dealt with in the past has led me to believe that having it "down on paper" is what is necessary (I don't know, maybe it just makes things easier on him). That's not to say that something not specifically stated isn't possible or wouldn't apply, but just that I didn't make that assumption.



The last one, dealing with a base retainer fee, I would hesitate to use that language. A retainer is for somebody to do work. If they don't do the work, I get the money back. At least, that is the argument I would make. It is all about using the proper terms of art.

This is one more thing that I've learned today (in addition to keeping my mouth shut :). From what I've been previously told (and read), a retainer fee is usually not refundable. Up until a few months ago I'd only heard it in the context of securing a lawyer's services, and more times than not, it wasn't refundable. However additional research found that such a charge could be used for other types of services. Now whether or not "retainer fee" is the proper term, or if the definition differs from state-to-state, it's all I know because of what I've read.


The issue is one of liquidated damages. Liquidated damages has a precise meaning.


Yes, this is definitely a different animal all together and before today, I never heard the term. Unfortunately, the first few explanations I've found for this (so far) have only mentioned "if the Contractor fails to deliver the supplies or perform the services...", but maybe it could be worded such that it protects the contractor instead.


However, you asked if there were holes in what you said, to let you know. I merely complied with your request..:) While I definitely would have responded to Jame's issues, I would not neccessarily have responded to your post...

Well, as hard as it may be to believe, I do appreciate it. I've been around here long enough to know that your advice is well respected. While trying to keep things short and as much to the point as I could, my delivery seems to have left a lot to be desired. I probably should explain myself better in the future... or perhaps just keep quiet.


- Brian