contract-law employment workplace breach-of-contract
My former employer is threatening to sue me
<p>I live in Kampala, Uganda and for the past eight months, I was doing software development for a local company since late February this year.</p>

<p>Last month I resigned from my position and my employer seemed fine with it until recently when he started threatening to sue me if I don't write the remaining documentation for the projects I handled while in office.</p>

<p>I presume my contract expired some time back although my boss insists and says the contract is auto-renewed.
Previously, I requested that my contract be renewed but he said it wasn't necessary unless I wanted to leave the company.</p>

<blockquote>
  <p>Consultancy Period: From 18th, February 2019 until 30th, May 2019 renewed every three months up to March 2020.</p>
</blockquote>

<p>Does this clause mean the contract is auto-renewed as he said?</p>

<p><strong>I didn't sign renewal or a new contract with him after May 30th</strong></p>

<p>We can surmise that your relationship with that firm could not have extended past March 2020 without a new contract, and that you were under this consultancy contract from 18 Feb to 30 May of this year. Then perhaps the contract can be renewed if both parties agree, every 3 months. You do not have to sign anything for such a renewal, but there has to be some indication on your part that you want to continue the obligation (and likewise he has to give some indication that he still wants you). When you explicitly resign, that means you are not renewing the contract (but under the reading that this is subject to renewals of 3 months, you would be obligated to the end of the 3 month period.</p>

<p>Whether or not you have to write documentation at this point depends on other details in the contract. For example if the contract states that you are to write the code for module X, debug it and integrate it with system Y, and write documentation, then that's what you are supposed to do within the scope of your consultancy. If they forgot to require documentation (not totally unthinkable) and hope to get you to contribute work for free, that is their problem. The question that the courts will ask is, is writing documentation within the scope of your contract?</p>

<blockquote>
  <p>Does this clause mean the contract is auto-renewed as he said?</p>
</blockquote>

<p>Yes. However, your former employer's position on renewals would fail on grounds of (1) the <a href="https://en.wikipedia.org/wiki/Contra_proferentem" rel="nofollow noreferrer">doctrine of <em>contra proferentem</em></a>, and (2) the parties' subsequent conduct.</p>

<p>The second item [34] in <a href="https://ulii.org/system/files/judgment/hc-civil-division-uganda/2019/87/hc-civil-division-uganda-2019-87.pdf" rel="nofollow noreferrer">this court decision</a> (note that there are two consecutive items numbered "34") reflects that Uganda recognizes the doctrine of <em>contra proferentem</em>, and it is palpable from your description that the party who drafted the clause about "Consultancy period" was your former employer.</p>

<p>The clause on "Consultancy period" indicates a list of possible expiration/end/termination dates, two of them being May 30, 2019 and March 2020. Since you did not draft the contract, the aforementioned doctrine entitles you to the end date that favors your position.</p>

<p>Strictly speaking, your employment as of the time you resigned would be midway the 3-month period that began on September 1 and would end on November 30. However, the former employer's acceptance of your resignation indicates his agreement to void that part of the clause "Consultancy period". In other words, the parties' subsequent conduct implies that he forfeited his right to enforce the duration of that 3-month period.</p>

<p>Another aspect that would reinforce your argument of <em>parties' subsequent conduct</em> is whether or not the employer keeps paying you as if you hadn't resigned yet. If he does not, then it further evidences his understanding that you are no longer his employee, whence he cannot reasonably expect you to perform any additional work.</p>

<p>The former employer would have a valid claim of <em>breach of contract</em> only if the contract is project-based rather than --or in addition to-- duration-based. However, your description has no indication in that respect.</p>

<p>This sounds bizarre. Even if they argued that they have extended the contract without telling you, and were allowed to do this, then surely the contract also contains a clause where they are <em>paying</em> you. </p>

<p>It seems they want you to do a small amount of work without payment. Look at your contract: Does it say they can extend the contract and make you work say a week without any pay? Highly unlikely. Does it say they can extend the contract and make you work say a week with one week's pay? Unlikely. At best (or worst) they would have a contract that can be extended by another three months, and you have to work for three months <em>and they have to pay for three months</em>. </p>

<p>I would interpret "renewed every three months" as: Before the three months end, you and the employer decide whether you want to renew, and if you agree, it is renewed, and if you don't agree, it is not renewed. The employer obviously interprets it differently (but in a way that is unreasonable. If it is automatically renewed every three months, then the contract went to March 2020 anyway). Since there are different possible interpretations, any court will say the one that is against the author of the contract is the one that will be assumed. </p>

<p>But if he insists, he owes you at least your salary until 30th November 2019. <em>If</em> hypothetically the contract had been renewed and he didn't pay your salary, then he is in breach of the contract. </p>
