Many are familiar with the old adage “Good Fences Make Good Neighbors” and the business twist on that, which is “Good Contracts Make Good Friends.” When I was in my early 30’s and still pretty naïve, I learned a hard lesson about contracts that might make a good movie script someday.

Back then I was already an independent developer and my tool in those days was FoxPro 2.x. I left New York City and with it, my community of FoxPro developers. I still drove down to Westchester occasionally to attend FoxPro meetings led by Ceil Silver; but otherwise, I was on my own. So when I read an article in the local paper about a small consulting company, a FoxPro shop no less, that just came to the area, I eagerly contacted them just to say “hi neighbor.” The newspaper article had been written not just because the firm existed, but because they had been contracted by a number of county agencies to do software development.

It wasn’t long before the consulting firm asked me to help out with a project for the county’s waste management agency. This was in the early 90’s when recycling was just taking off in the U.S. The agency wanted to computerize the weighing in and weighing out of trucks that were bringing loads of recycling into their facility. The waste companies, who were dropping off the recycling, paid the agency based on the weight of what they dropped off and this was determined by difference in the entry and exit weights of the trucks.

Now, let’s see. How can I say this without being too suggestive? The carting business definitely has the air of HBO’s “The Sopranos” to it. Prior to the automation, it wasn’t uncommon for a trucker to slip someone in the scale house a coupl’a bucks to record the numbers a bit differently than the real weights, which was the reason for the software. The software would collect the weights directly from the scales and the employee in the scale house would be unable to modify those numbers.

There were some great folks at the agency and, like their clients, some interesting characters worked there-some who I still have good relationships with.

And good relationships are what this story is all about. Little did I know (nor did any of the county big-wigs) that the guy running the consulting company was somewhat of a con artist. This was why he had moved out of his previous big city and come to our smaller city. He had pulled the wool over the eyes of many in our area getting some very juicy contracts.

When I began working on this project, I worked directly with the client. The project had already been started, but it was clear very quickly that there was no spec for the new software. This was quite a while ago, so I can’t remember all of the details, but I do remember sitting in the conference room with the clients asking them a slew of questions while we all came to this realization.

Back to the consulting company. It was really just two people-this man and one programmer, a very bright woman who I really liked, but who had a strange relationship with the owner. But that’s for Oprah and Dr. Phil to work out. Somehow, I had let the following happen. The guy who was the lead of this partnership told me, verbally, that he was going to pay me $10,000 when this was all done. Seemed okay for what I thought the scope of the work was going to be at the time. But verbally. No contract. No hourly rate. Nothing to protect me. I was totally winging it!

Because the software was dependant on the scales, the only way to test it was to bring it down to the agency during their off hours, go into the scale house, copy it on to their computer (this was 25 years ago, no laptops) and test and debug and modify the code. So I was there a lot and because I was a nice young girl, bright and friendly, the folks at the agency definitely took a shine to me. They were even happy to let me bring my big Newfoundland dog with me sometimes.

I remember being at the facility on weekends at the same time that they were having meetings with the owners of the area waste management companies. I remember the parking lot filled with big Cadillacs and Lincolns and the smell of stogies in the air.

After a few months, I started seeing the light with respect to getting paid for my work. I had conversations with some friends and family who attempted to rally some gumption and fire me up to go sit down with the guy I was working for and present him a contract for the work and payment. This was hard for me. I’m very non-confrontational, but I did it. However, I came out of the meeting knowing that I was never going to get paid by that sleaze-bag.

I called a local lawyer who I knew to be a pit bull. He had already been hearing some rumblings about this guy and invited me to come talk with him about Intellectual Property. He never even charged me for his time because he was interested in hearing some of the insider dirt on this contractor. After this meeting, knowing what my rights were with respect to the work I had done, I set up a meeting with the key players at the waste management agency.

I let them know what was going on and that legally, I owned all of the code I had written because there was no contract. This was the only leverage I had with the guy who I was contracting for and if he refused to pay me, then I had to walk away and take my code with me.

I cannot stress how important my relationship with the client was at this point. They had already begun to mistrust and dislike this guy deeply. But they trusted and respected me. They agreed that threatening to pull my code was the best course for me to choose and understood that if he didn’t pony up with the payment, they would suffer either by waiting for the company to rewrite my code or the project tanking. But they were very supportive of me and I am grateful to them for their response to this day.

Of course, the sleazy man laughed off my threat. I walked away and took my code with me. He and his partner had to rewrite the application (at least they had a spec this time) and eventually their house of cards came tumbling down. They lost all of their contracts and were run out of town.

The waste management agency actually contracted me directly to come in and troubleshoot some problems they had with the software over the next six months.

The last news I heard regarding the sleazebag was that he tried to sue the county for $2 million dollars for cancelling their contracts. His suit was laughed out of the courts.

Ever since then, I minimally have a letter of agreement when I do consulting work for anyone or have subcontracted others (even friends) and I am much more careful about who I work for!