1. Denial of Misclassification & Employee-Like Treatment
Expected Argument:
- Verdant Strategies will claim that you were an independent contractor by contract definition, citing the language in the agreement that states you had full discretion over your work and that they were only providing “guidance.”
- They may argue that you used your own tools, set your own hours, and were not an employee under AB-5’s ABC test.
- They may also claim that because you provided services to other clients, you were running an independent business.
Counter Strategy:
- Cite specific instances of control that prove they treated you like an employee:
- Required approval before publishing content (which restricted your autonomy).
- Mandatory use of their tools (Slack, Google Analytics, ClickUp, Figma, etc.).
- Company-mandated attendance in meetings and forced availability during non-business hours.
- Consistently being assigned urgent, last-minute tasks with no control over workflow.
- Verbal admission from company leadership that you were treated like an employee (if you have any emails, texts, or recordings proving this, that strengthens your case).
- Reaffirm that misclassification is determined by legal standards, not contract wording. Courts look at the actual working relationship, not just the written agreement.
2. Disputing Breach of Contract & Termination Violations
Expected Argument:
- Verdant Strategies may claim that they had the right to terminate the contract at will and that no damages resulted from the termination.
- They may argue that they gave you sufficient notice and that termination via UpWork was legally acceptable since it was in writing.
- They may say you failed to meet performance expectations, which justified termination.
- They may claim that your contract did not include a guarantee of future work (SEO contract), and no binding agreement existed.
Counter Strategy:
- Cite the termination clause in the contract, which states that termination must be provided via email with 10 days’ notice.
- The UpWork message did not satisfy contractual notice requirements, meaning the contract was breached.
- The retroactive termination notice they sent on January 10, 2025, was an attempt to cover up the improper UpWork termination on January 5.
- Address the performance issue preemptively:
- Verdant Strategies created delays by failing to approve content (you could not perform your duties when they refused to give timely approvals).
- Show that you were available and actively tried to move the work forward but were met with roadblocks.
- Regarding the SEO transition offer:
- Cite promissory estoppel—they made a clear financial commitment of $4,000–$6,000/month, which you reasonably relied upon to plan work.
- If they later revoked the offer without justification, that is wrongful interference with prospective economic advantage.
3. Defending Against the UpWork Defamation Claim
Expected Argument:
- They will argue that their UpWork review was an honest assessment of their experience and is protected as an opinion, not defamation.
- They may claim that your work quality was poor, justifying their review.
- They may argue that they did not instruct you to remove content approvals, meaning the delays were your fault.
Counter Strategy:
- Defamation is not about opinion—it’s about false statements that cause harm.
- If they made false statements suggesting you failed to perform your work when, in reality, they were the ones obstructing approvals, that is defamation.
- If they damaged your professional reputation on UpWork, that is actionable.
- Even if they remove or upgrade the review, UpWork’s algorithm may not restore your rating—which supports your claim of lasting damage.
- Show reputational harm through a timeline of lost opportunities.
- If you have proof of clients who rejected you due to your lower UpWork score, that helps quantify damages.
- If UpWork does not restore your rating fully, even after review removal, that strengthens your argument.
4. Attacking Your Invoice #193 & Fraud Allegation
Expected Argument:
- Verdant Strategies will likely claim that Invoice #193 was fraudulent or not approved, justifying non-payment.
- They will argue that you never received written authorization to bill for those services.
- They may also attempt to use this claim to threaten counter-litigation as a scare tactic.
Counter Strategy:
- Force them to provide evidence of fraud. The burden of proof is on them.
- Request all communications related to Invoice #193 to show that they never objected until after you sent a legal notice.
- If you have proof of work performed, screenshots, or chat logs, that strengthens your case.
- Show that the invoice was issued in good faith and based on Verdant Strategies’ own request for services.
- Turn the fraud allegation against them—if they are falsely accusing you of fraud to avoid payment, that could be considered bad-faith conduct and retaliation.
5. Arguing Against Retaliation & Bad-Faith Negotiation
Expected Argument:
- They will claim they acted in good faith by offering a $3,000 settlement and that you are the one negotiating in bad faith by increasing your demands.
- They may argue that they never obstructed your work and that you failed to perform your duties independently.
- They may deny that blocking your Slack and email access was intentional retaliation and say it was standard offboarding.
Counter Strategy:
- Show a pattern of retaliatory actions:
- Negative UpWork review during legal negotiations (clear retaliation).
- Blocking your access to Slack and email after termination (obstructing access to evidence).
- Withholding approvals and then blaming you for non-performance.
- Point out that their $3,000 offer was grossly inadequate.
- You initially asked for only $10,000 (far lower than actual damages), yet they refused fair terms.
- Their low offer was strategic, not a genuine attempt to settle.
- Highlight that you acted in good faith:
- You continued negotiations despite their bad-faith behavior.
- You provided multiple opportunities to settle at a fair amount.
What Their Next Steps Might Be
- They will likely issue a revised settlement offer—possibly higher than $3,000 but still below $10,000—to pressure you into settling.
- They may try to delay and drag out negotiations to see if you back down.
- They could threaten counter-litigation over Invoice #193 as a scare tactic.
- They might remove or revise their UpWork review in an attempt to weaken your defamation claim.
- If they see you are serious about legal action, they may try to settle quickly.
Your Best Response Strategy
✅ Stay firm on your counteroffer—do not let them lowball you.
✅ Push for evidence production—if they refuse, it shows bad faith.
✅ If they threaten counter-litigation, call their bluff—they likely don’t have enough proof to justify a fraud claim.
✅ Be ready to escalate to the California DLSE and IRS—that threat alone could pressure them to settle fairly.
