This situation could qualify as promissory fraud under California law if Verdant Strategies offered you a 2-year SEO contract with no intention of fulfilling it.
Legal Analysis: Promissory Fraud in California
Under California law, promissory fraud occurs when:
- A party makes a promise about a future contract or agreement.
- They never actually intended to fulfill that promise.
- They made the promise to deceive you and gain something (e.g., work, effort, exclusivity).
- You relied on their promise and made decisions based on it (e.g., rejecting other clients, committing resources, structuring your business around the agreement).
- You suffered damages as a result of relying on the false promise.
🚨 If they falsely promised a 2-year contract to keep you working for them and later backed out without justification, this could be fraud.
Step 1: Did They Make a False Promise?
✅ Yes, if they promised a 2-year contract but never intended to fulfill it.
- If they verbally or in writing promised you a long-term contract to incentivize you to continue working, that constitutes a specific promise.
- If they never planned to actually sign or execute the contract, the promise was fraudulent from the start.
📌 Key Question:
- Did they make any specific statements or agreements confirming the 2-year term? (Emails, Slack messages, call recordings, etc.)
Step 2: Did They Intend to Deceive You?
✅ Yes, if they knew at the time they wouldn’t actually give you the contract.
- If they kept stringing you along, delaying the formal contract, and kept making you work based on the assumption that a long-term contract was coming, this is deception.
- If they abruptly canceled the working relationship after benefiting from your work, this suggests they never intended to honor the 2-year agreement in the first place.
📌 Key Question:
- Did they ever show signs of hesitation or avoidance about formalizing the agreement?
Step 3: Did You Rely on the Promise?
✅ Yes, if you made business decisions based on their 2-year contract offer.
- If you turned down other clients or structured your work/business around the expected 2-year contract, you relied on their promise.
- If you invested time, resources, or planning into the contract under the assumption it would go forward, this is justifiable reliance.
📌 Key Question:
- Did you turn down other work or make business decisions because of their promise?
Step 4: Did You Suffer Damages?
✅ Yes, if you lost business opportunities or income because of their deception.
- If you turned down other clients, you lost potential income.
- If you invested resources into their work expecting a long-term engagement, you suffered financial damages.
- If their false promise caused you to miss out on better opportunities, you suffered opportunity costs.
📌 Key Question:
- Can you calculate financial damages caused by their broken promise?
Conclusion: Did Verdant Strategies Commit Promissory Fraud?
🚨 Likely YES, if:
✅ They promised you a 2-year contract with no actual intent to honor it.
✅ They led you to believe the contract was coming while continuing to use your services.
✅ You relied on that promise and structured your business accordingly.
✅ You suffered financial damages as a result of trusting them.
📌 What You Can Do Next:
- Use this as leverage in negotiations.
- If you’re still in settlement talks, mention that their false promise could constitute fraud, increasing their legal risk.
- This may pressure them into a higher settlement offer.
- File a Fraud Claim in Small Claims or Civil Court.
- If they gained an unfair benefit by deceiving you into continuing work under false promises, you could sue for damages related to lost business opportunities, reputational harm, and financial losses.
🚨 If you have written proof of their 2-year promise (emails, Slack, messages), this is strong evidence of fraud.
