Client Ghosted You? A Legal Guide for IT Consultants in Ontario Dealing with Unpaid Invoices
- Delta Law
- Apr 11
- 4 min read
You’ve scoped the work, written the code, delivered the product—and then your client disappears. No payment. No feedback. No communication.
This scenario is all too familiar for IT consultants, freelance developers, and tech service providers in Ontario. Whether you’re working on a custom software build, a cloud migration, or an ongoing maintenance contract, getting ghosted by a client can put your cash flow and business operations at risk.
So what can you do when a client stops responding after work has been completed?
In this article, we’ll break down:
Whether your contract is enforceable (even if it’s not formal)
What steps you can take when payment is overdue
Legal options available under Ontario law
How to prevent this from happening again
When to involve a lawyer
🧾 Is a Verbal or Email Agreement Legally Enforceable in Ontario?
Yes—under Ontario law, a contract does not have to be in writing to be enforceable.
A legally binding agreement typically requires:
An offer (e.g., your project quote or proposal)
Acceptance (e.g., the client replying “Sounds good, let’s proceed”)
Consideration (e.g., payment in exchange for services)
Mutual intent to create legal relations
So, if you and the client agreed on scope, price, and timing—even over email or in a signed proposal—that can be enough to create an enforceable contract.
However, without a formal agreement, it’s harder to prove what was agreed upon. Key issues often arise, such as:
What exactly was “included” in the deliverables?
Was payment due before delivery, on completion, or in stages?
Is there any clause that allows you to claim interest or enforce penalties?
The more vague the agreement, the more room there is for dispute—and the less leverage you have.
🔍 What To Do If a Client Isn’t Paying You
If you’ve invoiced a client and haven’t received payment, here’s how to proceed:
1. Send a Written Reminder
Start with a professional but firm email. Include:
A copy of the invoice
A brief summary of what was delivered
A clear deadline for payment (e.g., “within 5 business days”)
Sometimes the issue is just oversight or internal delay—don’t assume bad faith right away.
2. Escalate with a Formal Demand Letter
If payment is still not made after follow-ups, the next step is a formal demand letter.
This is a legally structured document that outlines:
The agreement (even if informal)
The work completed
The amount owed
Your intention to pursue further remedies if unpaid
A lawyer’s letterhead often prompts action. Clients tend to take things more seriously once they realize legal action is being considered.
3. Consider Filing a Legal Claim
In Ontario, you can bring a claim in Small Claims Court for amounts up to $35,000. This is a relatively fast and cost-effective process for freelancers and consultants seeking unpaid fees.
Key benefits of Small Claims Court:
You don’t need a formal contract (though it helps)
You can represent yourself, though legal advice is recommended
You can claim contract amounts, interest, and in some cases, costs
If the amount exceeds $35,000, a higher court may be required, and legal representation becomes more important.
🛡️ How to Protect Yourself Going Forward
To avoid client ghosting and payment delays in the future, your standard client agreement should include the following:
✅ Clear Payment Terms
State when payment is due—e.g., 50% upfront, 50% on delivery. Avoid vague phrases like “upon project completion” without defining what completion means.
✅ Milestone Billing
Break large projects into stages with payments tied to each deliverable. This minimizes your risk and improves cash flow.
✅ Ownership and Delivery Clauses
Consider including:
A clause stating you retain intellectual property (e.g., source code) until full payment is received
A statement that delivery can be withheld if payment is overdue
✅ Late Payment Interest
In Ontario, you can include a clause charging interest (e.g., 2% per month) on overdue amounts. This serves both as a deterrent and a right to compensation.
✅ Termination Clause
Make it clear when you have the right to stop work or cancel the agreement—for example, if payment is overdue by more than 14 days.
Without these clauses, even if you win a case, enforcing payment can be challenging and time-consuming.
⚖️ How a Lawyer Can Help
If you're an IT consultant or freelance tech provider in Ontario, working with a lawyer can help you:
Draft a standard agreement tailored to your services, payment structure, and delivery model
Review contracts sent to you by clients to flag risks or vague terms
Issue formal demand letters on your behalf to collect unpaid invoices
Represent you in Small Claims Court or advise on other legal remedies
At Delta Law, we assist independent consultants, startups, and tech firms with contract creation, enforcement, and risk reduction—so you can focus on your work, not unpaid invoices.
🧭 Final Thoughts
No matter how strong your work is, you need strong documentation to back it up. If you're relying on handshake deals or quick emails, you're leaving yourself exposed.
Getting paid shouldn’t be the hardest part of the job.
