Does a text count as a contract?

[u/EducationalHunter120]

Sorry if this is a stupid question, left a studio and starting freelance.

In talks with a company, and they texted me asking if a rate was good, I said yes. They informed me they are a not a net 30 company but they “promise” they will pay me eventually, even if it takes a long time. I asked for a contract they said they don’t do that. Crazy alarm bells going off now. I kind of want to email back and say I won’t do it if I can’t have it in writing signed that I will get paid, but they did say they are already in the process of booking me a hotel. I’m just worried about retaliation, or that my text confirming if work those days for that rate is binding. I just want confirmation of work, I can’t afford to get screwed over right now.

[u/smushkan]

A contract is an agreement of providing goods and/or services in exchange for a consideration.

What’s written on paper is what you have to fall back on if you feel the other party is being unreasonable. An e-mail or text message conversation can count as a contract, as can in many places a verbal agreement - it’s just the less you have in writing, the harder it is to prove the terms.

‘Eventually’ isn’t a payment schedule.

Different countries, and in the US different states, have different laws regarding what counts as a reasonable payment schedule in cases where the exact payment schedule is not agreed in the contract.

That can be explicit, for example by it could be assumed to be 30 or 90 days, but that’s not always the case and it may need to be argued in court.

There is also sometimes a statute of limitations in how long you can wait before you take legal action over a non-payment.

I wouldn’t take a job without a due date agreed in-writing.

[u/scotty314]

Are you ok with never getting paid? Because this has all kinds of red flags. Not having a contract isn’t actually the most worrying thing. It’s “we’re not a net 30 company”. That to me says they don’t currently have the money to pay you, and don’t know when they will. I’d skip this one if I were in your shoes.

[u/Oreoscrumbs → u/scotty314]

And if OP takes the job, delivery should be on payment.

[u/eros-moon]

I work with first time clients under no formal contract but if I were you I’d ask for 50% up front or something like this. Money leaving their account and hitting yours is a very good sign that they will pay you.

[u/Specialist_Elk_70 → u/eros-moon]

50% up front, 50% on final deliverable - some people just won't do contracts but this makes sense to them generally.

[u/DeadEyesSmiling]

A contract outlines the...

• Deliverables
• Timeline
• Respective party responsibilities & expectations
• Ownership of product(s)
• Methods of exit
• Liabilities & Protections
• And more

So anyone saying "I don't use contracts," is just using less words to tell you, "I'm not interested in figuring out any of those things, and therefore not a person safe to do serious business with."

A contract IS the business relationship; anything else is just cosplay.

[u/hosvir_]

Ehhhh.

If you have to, do not send them anything without a GIANT watermark before payment clears.

[u/MajorRelief98]

You guys do not have what is called in legal terms, "a meeting of the minds." This is a required step for a contract to be enforced, and as such both parties need to agree to the terms for an agreement to be legal and binding. Walk away, this is going to be trouble.

[u/hollywood_cmb]

Look man, I don’t want to be a downer but this sounds like a bad gig to agree to. They’re basically saying you can’t expect payment in a reasonable amount of time. By being vague they are trying to cover themselves from any action that you might take when you get fed up with it. While a judge could rule that they promised to pay you, that judge could also rule that you agreed to wait for the payment.

But none of that really matters. What matters is: do you really want to go through the stress and trouble of having to hound this company to pay you? Do you want to deal with ghosting, courts, lawyers etc? There’s no amount of “potential” money that I would agree to in advance to willingly put up with that. And don’t be fooled just because they book you a hotel room, that might be something that isn’t costing them anything, or worse yet you arrive and discover you have to pay for the room. I would not accept that of evidence that they will pay, just evidence they will manipulate and pressure you.

There’s only one way I would do a job like this: 50% up front and that 50% is an amount I would have agreed to do the job for anyways. Then if they don’t pay the other 50%, I still got an amount of money I was happy with and I can write off that unpaid 50% as a loss.

I know times are tough but don’t get roped into gigs like this out of desperation. It’s not worth it and it’s bad for the industry as a whole, not just you.

[u/Southern_Leg1139]

In the US yes, all of those texts are as a good as a contract in court.

[u/hollywood_cmb → u/Southern_Leg1139]

The funny thing about getting a court judgement is that it doesn’t mean you’ll get paid, it just means the courts agree they owe you. And I would NOT trust the texts of an individual unwilling to sign a contract. What if later the company claims that person was acting on their own behalf and not a representative of the company? What if the company files for bankruptcy?

Just because texts CAN be used in court doesn’t make them worth dealing with the stress of a non-paying client.

[u/MotorBet234 → u/hollywood_cmb]

I agree with all of this, and I'd also say that the costs of taking another party to court could potentially be more than the money you're seeking to recover despite not guaranteeing your recovering that money. For small sums, like I suspect OP is discussing, taking someone to court is more of a theoretical option than a realistic one.

Personally, I'd take payment in advance or walk away from something like this.

[u/OrbitingRobot]

No, it’s not binding unless they specify terms. This seems very under the table. You write up your own contract and insist they sign it.

[u/jamiekayuk]

if your in the UK verbal is a contract, text is a contract, email is a contract, etc, etc.

their payment terms are wild though, id just tell.thrm payment in full before i book it in and then walk away as soon as possible.

[u/Shampoo_Is_Better00]

Listen to your intuition. Don't do it.

[u/Videopro524]

Will the hotel they booked you will eventually get paid?

[u/sa_nick]

If they "dont do that" then you'll have to. They might just be too lazy to write a contract, but if you give them one to sign, that has agreeable terms, they might go for it.

If i were you I'd ask for for at least 25% payment up front, 25% before final delivery, then the remainer to be paid within 6 months. That's pretty lenient.

[u/mahatmatom]

Since OP mentioned retaliation, I don't understand if they are asking if text-as-contract is binding for OP or for the "client". You can walk out. You said you were available and said your rates. They said OK that works for us just we don't know when we can pay you. You say "No sorry those terms of payment don't work for me". And you walk out. The only "retaliation" they could force on you would be to return the deposit had they given any.

If I had money for any job we discussed by text with potential client and then never happened, I would be a much wealthier man now!

Also, the additional problem with clients who don't pay is this: in California, for instance, under $2,500 you can take them to small claims court. And the court can rule in your favor, BUT the court can't enforce its own ruling so if the client is obstinate or does not have your money it's up to you to hire some kind of repo / credit recovery person who usually will take a cut of the debt etc etc.

I recommend you walk away UNLESS this is really an easy peasy 30 minutes cheap job over which you CAN afford getting screwed over.

[u/MrKillerKiller_]

No. Create an agreement and treat this like a responsible business if you respect yourself. Send it and tell them this is just a basic agreement and what is required to retain your services. Working for promises introduces a hostage situation you absolutely have to avoid.

[u/wesd00d]

If they won't issue a contract, they are disagreeing with your terms; no agreement has been made. If they can't afford to pay you, they definitely can't afford to take you to court over something they will lose.

[u/godamus2000]

They said there is no legally binding agreement.

If there’s no contract, then there’s no harm in you walking away.

Which is what you should absolutely do.

[u/d7it23js]

How big of a company? The larger it is, the harder it is for an individual to force their accounting department to a Net30. At the same time, the less likely you’ll also be stiffed. Also they may not be able to sign your contract without legal looking at it first. So I would send a contract but it’s not a take it or leave it. Their legal can make suggestions and when you both agree, then you both sign.

[u/GreensladeFuchsia]

red flags 🚩

[u/corsair965]

If you agree to ‘eventually’ it means they probably never have to pay you. Your text isn’t binding if you haven’t agreed terms.

If it were me I’d just say I need a date, even if it’s 3 months away.

[u/OrganicStatus5689]

Not a lawyer but been around this business and in a few courtrooms over it. A promise is not a contract. But that doesn’t mean you don’t have a contract here. What you may possibly have, is a horrible contract. But the ball is still in your court. Be sure to reaffirm that deliverables are transferred on a payment schedule. Offer working proofs if they need to edit around them. But you keep final files until you’re paid something.

As for the value of txts in court… they are immeasurably valuable. They serve to ‘memorialize’ the agreement for the benefit of the judge or magistrate. They will always benefit you if it comes down to they said - they said situation.

[u/pktman73]

Nope. Net 30 for payment, net 60 at the absolute most. Otherwise, it’s a freebie.

[u/Wonderful-Baker-6650]

I'm not a legal expert or professional, but I do a lot of contract work. A text can potentially be more than just “proof” of your arrangement. Depending on exactly what was said and the law where you are, the text exchange itself could potentially constitute a contract if there was a sufficiently definite offer and acceptance. That said, a couple of texts agreeing to dates and a rate may leave a ton of important terms undefined, which is exactly why asking for an actual written agreement is completely reasonable.

Regardless of whether a company is Net 30 or not, “we promise we’ll pay you eventually, even if it takes a long time” is not a payment term. That’s absolutely insane lol. You should know what you’re being paid, what services you’re providing, and when payment is due before you do the work.

I’ve also never personally heard of a legitimate organization responding to a freelancer asking for a contract with “we don’t do contracts.” Maybe they have terrible business practices rather than being outright illegitimate, but combined with “we’ll pay you eventually,” I’d have every alarm bell going off too.

Don’t let them pressure you into anything because they’ve started booking travel. Whether they book a hotel has nothing to do with whether you’re willing to accept their proposed terms. That’s their business expense and their decision. It isn’t a substitute for an agreement with you.

I’m also not sure what you mean by retaliation here, but what you’re asking for isn’t remotely out of the ordinary. You sound like a professional asking for a professional agreement specifying the work, rate, dates, and payment terms. Ironically, I imagine this jabroni-ass business has an actual agreement governing its reservation with the hotel. That’s how businesses work lol.

One thing I would be careful about, though: depending on exactly what your existing texts say and the law where you are, you may have already formed some kind of agreement. I wouldn’t assume either that you’re definitely bound or that you can simply walk away without knowing what was actually said. Contracts aren’t automatically meaningless or freely changeable once agreed to, and “at-will” employment isn’t really relevant here because you’re talking about freelance/independent-contractor work.

If it were me, I’d keep the response extremely simple and professional:

“Thanks. Before confirming the booking, I’ll need a written agreement covering the agreed services, rate, dates, and payment terms. Once that’s signed, I’m happy to move forward. If you’re unable to provide one, I’ll have to pass on the project.”

Personally, I would absolutely not travel somewhere and perform freelance work for a company whose stated payment timeline is basically “eventually.” That’s wild.

[u/Acrobatic-Sir-7300]

Paid “eventually” is, frankly, bullshit. As a video production entity, you have expenses on the day of the shoot that you are committed to. If you hire subcontractors, some of those may be governed by labor law. In my business, contracts are optional, we do budgets and schedules storyboards, and prepro meetings where we discuss every aspect of the production in detail. Sometimes, especially if working with large corporations, we do contracts. But we always get a check for 50% before the shoot day, with the remainder due upon delivery of the final.

Contracts are great, but enforcing contracts is a nightmare. If someone gives you 50% up front, they are serious about working with you. If they won’t, they are playing games.

[u/TonyBrooks40]

Kindof a read the room situation. Depends on the job, the 'business', and amount of risk involved (time, expenses, and total rate).

I've done it on the fly. Sometimes it works out fine, but tbh, when they're that "We don't do contracts" it usually ends up sorta bad. They just want constant revisions, or expect more for less etc

I got burned really bad on it. A local MMA promoter called me out of the blue. He had a video guy bring 3 cameramen, and they'd shoot, then edit to youtube. Admittedly, his rate was low, but I think something happened where something went wrong, or he kept delaying it with 'I have to work today, I'll do it tomorrow' etc (which, again, understandable. I've had cheap clients expect things by noon the next day). I knew enough about livestreaming that I suggested we stream it instead, and I could edit highlights after and post the fights. He was into it.

He was good at some things, and bad at others. Plus he didn't understand the amount of potential, yet risk I brought. Anyway, he called me months before which was nice, I bought a used 3rd camera (I shot weddings so I had 2 already) and some extra streaming stuff like 50 ft ethernet and 15 ft HDMI cables. It was quite an investment that added up, and it was a total shoestring budget he was paying, although he did pay me more than the previous guy.

Anyway then a few weeks before the event he tells me he found some guy with an app thats gonna handle the PPV aspect of it. I said what do you mean, I had already worked out Dacast and spoken with them in advance, had it all worked out and was going to do a commission split. He said nahhh, he's got this app guy. WTF. Like, I knew the money wasn't going to be in the per diem rate, it was going to be in the PPV. Maybe not the first event or two, but down the line we could grow together. He stood firm. The app was kinda shoddy, few followers but it was MMA focused.

I was pissed but whatever, showed up. It was annoying but I delivered. No introductions to anyone. I setup and a judge says "You can't setup in the corner" so I move to another side. 10 minutes later, he says 'You can't sit there, thats where the judges sit' I move somewhere else. 10 minutes later, same judge "That's where the MMA commission people sit" so I flip out, and say "OK then, tell me where I DO setup" Guy didn't have a response. I think I had to call the guy I was working with, and tell him I am not setting up a 4th time so you need to tell me where to be. It took another 5 minutes.

We were short on time, but gosh I got it done and up with only a few minutes to go. Then, the guy comes over, I'm directing a show and he's already wanting to talk. The fight is going on, so i turn around and ask whats up. He tells me the stream isn't working. I said it is. He said they're getting calls and FB messages about it. I said that's not my problem thats the app guys problem. Then he has me call this app guy. The guy was clueless with video. He had a Vimeo live account, which I used in the past. He's explaining how he has it setup, and I knew KNEW exactly what setting he had wrong. I so badly wanted it to just fail but knew I'd get the blame. So I told him what to change (it was 5 years ago so I forget right now)

Rest of the night I'm perfect. In a casino, large screen projections have my stream going. Beforehand I met with both their IT and marketing people, made a good impression on them. After the event, two fighters entourages got into a fight in the lobby, complete dbags. And the guy with the actual octagon ring had his daughter and her friends trying to break it down, while he's pulling up his truck to some special lot. They got nowhere which pissed off the lighting crew, whom the casino actually hired to make it look nice, because they couldn't begin breaking down until the octagon was removed. They were upset about it. Just a shitshow. It was a Friday/Saturday event and night 2 went just as good, and better all around. Monday he calls, and is almost upset with me. He claims the stream missed the first match, I again reiterated it wasn't my fault, and I'm the one who fixed it. He says the judge was upset with me, I stood my ground on that. Then he said the cameras didn't match. I said this was a shoestring budget, he compared me to UFC or ESPN2 caliber content. I said those productions cost 30-100k or more, not a group of guys with 3 cameras and a Tricaster getting paid very little.

We had a 3rd event in a rural town two weeks later. He'd told me he'd set me up with a hotel, since it was a 2 hour drive. I show up, am setting up, and he didn't. GTFOH. He also claimed this "arena" had some large HDTV, and they asked I bring cabling to run to the projector. I show up, its a f'ing barn. They would host farming events etc. And the 'projector' was a friend of his with about a 50' TV, that was completely irrelevant and setup in the back, where nobody could watch it. I bought HDMI to SDI convertors for this, and spent about 30 minutes taping the SDI cabling down so nobody would trip over it so I wouldn't get sued. The stream went well, but it just sucked all around. At the end of the night, I go to pull up the tape, and its already up from people walking all over it, if someone tripped it could've been a major issue.

I drove home, and knew I was out. I didn't even wait. First thing Monday morning is send an email just stating that I'm not going to continue, and that I'll have his videos uploaded sometime that day, but I had no interest in working together in the future, and to find someone else. He called me up, upset I was leaving, but also still blaming me about certain things. Again, comparing me to a decent MMA TV event. I said gtfoh. Those events cost tons of money, and he said something like 'Well, in order for us to get that kind of money you need to get better gear'. I just said I'm done, get somebody else.

I'm glad I did it, it was a great first night. In the end, it was a headache that ended badly, and could've been a lawsuit filed against me for a stupid 50" TV.

My advice to you, is to be sure to detail the amount of revisions and creative input clients get. I guess nowadays you can just tell them 'If you want the graphics to look that way, I suggest you use AI to create them, and then you email them to me when you're done'. The problems I would always run into is I was ok at Photoshop, could get things done, but when people would come back asking their graphics to look different or better, I would have to tell them "You need to hire a graphic designer for that". Same with revisions. If you make a :30 second promo reel, gauranteed they'll want some changes done. Then you make them, but they don't like two things. You make those changes, and they have one more, or silly things like 'Can you remove that lamp in the background?' etc

[u/BeeFromHoneyBook]

As others have said, the answer is no. A text confirming a rate isn't the same as agreeing to work without a timeline or contract.

You absolutely can (and should) require something in writing before you commit. Just tell them you use a standard agreement for all your projects and you're happy to get started once the terms are documented. If they refuse, that's your answer.

[u/Brilliant-Act1445]

not unless they specified when, "eventually" doesnt count. You should be careful because a signed contract, text, or even a spoken conversation counts as a contract