# Litigation Attack and Defence Matrix

> Negotiation/litigation-planning aid, not legal advice. Latvian counsel must verify all procedural and substantive propositions.

| Likely Company argument | Contract response | Evidence / supporting clause | Fallback |
| --- | --- | --- | --- |
| “EUR 180,000–281,250 is a termination penalty.” | The initial 36-period amount is the price for reserved capacity and deferred consideration accepted on Effective Date; Company termination may end active work but does not discharge the initial schedule. Contractor convenience exit is separately carved out, and later Renewal Phase fees are ordinary monthly fees rather than part of the minimum. | Clauses 3–5, 8.1, 8.2 and 8.4; negotiated commercial rationale. | Claim initial instalments when due; Deferred Service Credits, subject to clause 6.2. |
| “We stopped using the Contractor.” | Take-or-pay; unused capacity expires. | Clauses 3.2, 4.2. | Monthly schedule. |
| “The consulting scope is too vague to enforce.” | The Agreement itself contains a closed catalogue of time-based consulting activities, a 40-hour monthly capacity measure, examples of oral/written output and a monthly evidence procedure; it does not depend on an unsigned service schedule. | Definitions; clauses 1.1 and 3.1–3.5. | Prove the particular monthly activities through the Activity Record and underlying business records; Latvian counsel confirms characterisation under Civillikums. |
| “Ivan did no work / there was no deliverable.” | The purchased service is professional time, reserved availability, analysis, advice and working materials; oral advice and calls count, and no business outcome or fixed document count is promised. | Clauses 3.1–3.3; calendars, correspondence, calls, shared documents, comments and analyses. | Cure a specifically identified deficiency; claim only on facts that can be evidenced and use Deferred Service Credits only as clause 6.2 permits. |
| “We terminated Ivan before all 36 payments.” | Company termination may end active services but does not cancel, shorten or reduce the initial 36-instalment commitment; an early written termination is also a Company Trigger Event. | Definitions; clauses 4.1–4.3 and 8.1. | Claim each instalment when due or use clause 7 remedies if their conditions are met. |
| “All 36 payments were made, so the Agreement expired.” | If active services remained in place, the Agreement automatically continued month to month at the applicable tier. Either Party must use the 90-day, calendar-month-end renewal exit. | Clauses 1.2, 4.4 and 8.4. | Claim only renewal fees accrued through the valid termination date; no acceleration of later renewal months. |
| “Services were not formally accepted.” | The Agreement fixes each due date and does not make Company approval a payment condition. A short free-form Monthly Activity Record and a 10-Business-Day specific-objection process create contemporaneous evidence without claiming to bind the court conclusively. | Clauses 3.4–3.5 and 4.3; performance and availability records. | Claim the objectively due instalment; prove performance with all relevant records, not the Activity Record alone. |
| “The recoupment trigger is manipulable.” | Narrow margin formula, transaction-level quarterly reporting, audit, estimate mechanism, objection procedure and independent-expert route. | Definitions; clause 6. | Determination/Trigger Event starts the forward-only schedule after 3 Business Days; no backdated instalments. |
| “Hotel count fell after churn.” | Highest Achieved Tier never decreases; group transfers count. | Definitions; clause 5.2; dashboard data. | Tier at highest evidenced count. |
| “The signer lacked authority.” | Authority/corporate-benefit warranties and signature details. | Clause 11; registry extract/board materials. | Separate warranty claim; ordinary payment claim. |
| “Quality was poor / trust lost.” | A general dissatisfaction claim is not Cause; a specific material breach requires detailed notice and cure. | Clauses 3.5 and 8.1; contemporaneous work records and specific objections. | Cure a genuine curable defect. During the initial Payment Term, active services may end but the payment schedule survives subject to mandatory law and Company rights for a proven breach; during renewal, a valid termination stops future renewal fees. |
| “Acceleration is excessive or uncertain.” | It is an optional secondary remedy using only the not-yet-due remaining instalment count × fee in effect on notice date × 90%; overdue sums are added once, the clause 5.2 trigger-date fee applies before payment commencement, and speculative future tier growth is excluded. | Clause 7.3. | Original instalments expressly survive. |
| “No long-stop means nothing can ever become due.” | The draft intentionally has no fixed long-stop; an established Recoupment Date or an earlier Company Trigger Event starts the schedule prospectively. | Definitions; clauses 4, 6, 7.4. | Applicable Deferred Service Credits and already due instalments; counsel must confirm the fallback when Recoupment never occurs. |
| “Customers moved to an affiliate.” | Anti-circumvention; Company remains liable; hotels still count. | Clause 10; CRM/billing/customer contracts. | Default; reports/audit; ordinary claim. |
| “Notarial deed was never signed.” | Optional route only, never a condition precedent. | Clauses 12.3; optional term sheet. | Riga court claim / later execution. |
| “We are insolvent / sold the business.” | Original debtor remains liable; transfer is trigger/default. | Clauses 7, 10. | File and preserve claim; counsel assesses insolvency procedure. |