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Hot take: that popular 'good faith and fair dealing' clause isn't as safe as everyone thinks
I added a standard implied covenant of good faith clause to my freelance web design contract last year thinking it would protect me if a client tried to screw me over. Well, three months ago a client used that exact clause against me in a dispute over a $1,200 payment. They argued I wasn't acting in good faith by delaying a revision, even though I was waiting on their content. I learned the hard way that these clauses can cut both ways and give clients a vague weapon to fight back with. Now I prefer a narrow, specific list of obligations instead of that broad language. Has anyone else had a client twist a boilerplate clause on them like that?
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taylor.brooke19d ago
Yeah the "cuts both ways" part is exactly right. I had a client argue I wasn't acting in good faith when I invoiced them for work done before they signed the contract. They said I should have waited until after signing to start. It's basically a vague get out of jail free card for whoever gets to the lawyer first. Stick with specific obligations every time.
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margaretc4219d ago
Did they actually expect you to front the labor for free until paperwork got sorted? That seems like they were banking on the vagueness to dodge paying you for work you clearly did. How do you even protect yourself when clients try to flip "good faith" against the person who actually delivered?
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carr.luna19d ago
Yeah, "cuts both ways" is exactly what happened to me too. I had a similar mess with a client who tried to say I was breaching good faith by asking for a signed scope of work before starting a bunch of small revisions. They claimed the clause meant I had to be flexible and just do the work without the formalities. What finally worked for me was rewriting my contracts to spell out specific conditions for revisions, like content delivery deadlines and sign-off steps. I also added a line that says good faith doesn't override the written terms. Now if they try to twist it, I can point to the actual list of obligations and say, "I followed the rules, you didn't." It's a pain to make the contract longer, but way better than leaving a loophole that a lawyer can drive a truck through.
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