Legal Updates

Issuing of an invoice to a company may show agreement to contract vis-à-vis the company and not its shareholders

September 23, 2017

A dating application developer filed a claim for non-payment for his services both against the two persons who ordered the development services and their company, including for working hours for changes required during the development of the application. The company contended that the application did not work in closed places even though the system characterization document did not disclose this limitation.

The Court held that the system characterization document prepared by the developer did not include a clarification that the application would not work in closed areas and did not include a clarification that changes would be paid separately and according to the calculation of work hours. Due to the inapplicability of the application to closed areas, there was room to reduce the payment for the work, and because the payment for development could be "global" or by hours spent, and because the developer drafted the specification document, the Court rejected the claim for payment of work hours due to changes that were required.

The Court held that although the contract was with the company, it was appropriate to file the claim against its shareholders because the agreement between the parties in origin was vague and the company was in fact established only after entering into an agreement. However, because the developer ultimately issued the invoice to the company and not its owners the contract is with the company and there is no cause against its shareholders.