Am i liable?

Question

I told these couple that I would email them the Contract. They would sign it and fax it back. After reading the contract they realize there were some points they didnt like and wanted me to change it. I agreed with that and promise to fax the new contracty with the corrections as soon as possible. But then, after thinking it carefully, I decided not to work with that people because I can tell they are too demanding and dont care too much about my art. So I have decided to tell them that I will be busy by the date the work must done, and I am not going to be able to work for them. I am liable? The promise of faxing them the new contract is an oral agreement by the one I could be liable in any way? We didnt sign anything.I just said "Ok I will be faxing the contract. Bye"
What do you think?

I make wedding videography.

I offered my services for free in order to get a customer. The condition was to own the copyright of the video. When asked for the raw material I said "No problem, I will put that in the contract". But what kind of copyright is that? They can edit the wedding again.

I mean, I will get the copyrights.

Answer 1

I do not think that there was a meeting of the minds. If there had been they would be stuck with the first contract. Let them know sooner rather then later as if they think there is a contract, they could detrimentally rely on the oral statements. Talk to your attorney if they are unhappy with you.

Answer 2

First of all, ignore the anwsers that say "no signed contract no liability", that's just dead wrong. A verbal contract can be just as binding as a written one.

Since you are dealing with the creation of "art", this almost certainly a services contract and th common law as opposed to the UCC applies.

Was there a contract? Unless there was already a contract formed (which I cannot comment on without more facts), then it's not clear, mailing them the contract for approval looks like an offer. When then asked for changes, that looks like a rejection and a counter offer. Then, the moment you agreed, you accepted the contract, and a contract was formed. The agreement to reduce the paper to writing does not change, yours or theirs, obligations.

The best argument for you, is that you were till in the preparation stage, and both you and them did not contemplate that a contract would be formed when the writing was final. Then, they did not make an offer, and you did not accept it. The test is the "objective contract test"" would and objective reasonable person see their conduct as an offer, and yours as an acceptance?

Could go either way.

Answer 3

YOU ARE NOT LIABLE IN ANY WAY if... you were only at the negotiating stage. Nothing was agreed in the end between you and them. An agreed contract is a list of agreed conditions. None were agreed. Negotiations leading to a possible contract were terminated when you told them "...(you) will be busy by the date the work must done..." so you were unable to agree to a date.
SO NO CONTRACT, NO LIABILITY.
But... but... but... but if you promised to do the job and, relying on that promise they incurred expense, then they might have a case against you and claim that money/expense from you. Relying on your promise they incurred expense.

Answer 4

No, until the contract is signed you are not liable for anything.

If, however, they did anything for you in return for signing the contract (like a down payment), then you already had a contract and you need to keep your end of the deal.