The North Carolina Court of Appeals recently reversed a lower court's decision in a contract dispute between Ashley Sepanski and Ashleigh Fisher Consulting, LLC. The ruling, issued on July 15, 2026, affects independent contractors and consulting firms, clarifying the interpretation of retainer agreements in contracts.
The case stemmed from a disagreement over a consulting contract that involved payment terms and conditions for termination. The court's decision highlights the importance of clear language in contracts and the expectations of both parties involved.
In this case, Ashley Sepanski, the plaintiff, was hired as an independent contractor by Ashleigh Fisher Consulting, LLC, the defendant. The dispute arose after Sepanski's contract was terminated, and she claimed that the company owed her payment for the termination notice period. The court's ruling emphasizes the need for precise contract language and the implications of contract interpretation.
The disagreement began in August 2022 when Ashleigh Fisher Consulting reached out to Sepanski via LinkedIn to offer her consulting work. After negotiations, the parties executed a contract that included provisions for compensation and a termination notice period. Under the contract, Sepanski was to be paid a monthly retainer fee of $17,000 for her consulting services, which were estimated to require about 20 hours of work per week.
However, after Sepanski submitted her invoice for October 2022, the company terminated her contract, citing dissatisfaction with her performance. The company communicated that it would pay her for the work completed but would not accept any new invoices since there would be no further work for her. Sepanski then filed a lawsuit, alleging breach of contract and breach of the implied covenant of good faith and fair dealing, seeking $34,000 in damages.
The trial court initially ruled in favor of Sepanski, granting her motion for summary judgment and denying the company's motion. The court found that there was no material issue of fact and awarded Sepanski a judgment of $26,633.33. However, the company appealed, arguing that it had fulfilled its obligations under the contract.
In its ruling, the Court of Appeals, led by Judge Jefferson Griffin, determined that the trial court had erred in its interpretation of the contract. The court emphasized that the payment structure was based on work completed, not merely on the retainer fee for availability. The court stated, "We hold the trial court erred by granting Plaintiffs’ breach of contract claim because the payment structure is determined by work completed."
The court further explained that the contract's language indicated that the company was only obligated to pay for work completed during the termination notice period. Since Sepanski did not complete any further work after the termination notice, the court ruled that the company was not required to pay her the retainer fee during that time.
This ruling has significant implications for independent contractors and consulting firms. It clarifies that retainer agreements must be clearly defined in terms of payment structures and expectations for work completion. The decision reinforces the importance of contract interpretation and the need for both parties to understand their obligations under the agreement.
Moving forward, this ruling may influence how consulting firms draft contracts with independent contractors. Clear language regarding payment terms and conditions for termination will be crucial to avoid similar disputes in the future. The decision also serves as a reminder for independent contractors to fully understand the terms of their agreements and the implications of contract language.
As for what’s next, the company may not appeal the ruling further as it has already been decided by the Court of Appeals. However, this case may set a precedent for similar disputes in the future, impacting how contracts are interpreted in North Carolina.