You operate a venue, event space, or service business that requires deposits. A customer cancels and demands their "non-refundable" depósito back, threatening legal action or negative reviews. California law gives you defenses—but also imposes limits on depósito forfeiture that you must navigate carefully.
🎯 Common Depósito Reembolso Demand Scenarios
Event cancellation by customer: Wedding venue customer cancels 3 months before event, demands $5,000 depósito reembolso despite "non-refundable" contract
Force majeure cancellation: Customer claims COVID, weather, or emergency excuses cancellation and entitles them to reembolso
incumplimiento de contrato claims: Customer alleges venue misrepresented amenities or quality, demanding depósito back as daños
Service substitution disputes: Customer wants different date/service than contracted, demands depósito transfer or reembolso
CLRA threats: Customer cites California protección al consumidor laws claiming depósito forfeiture is "unconscionable"
⚖️ sus derechos vs. Customer Protections
California law balances venue's right to retain deposits against protección al consumidor limits:
Venue Defense
Base Legal
Consumer Counter-Argument
"Non-refundable" contract term
Freedom of contract—parties agreed to forfeiture
CLRA § 1770(a)(14): Unconscionable contracts unenforceable; Cal. Civ. Code § 1671: Liquidated daños must be reasonable
Liquidated daños
Cal. Civ. Code § 1671: Depósito is reasonable pre-estimate of actual daños from cancellation
Forfeiture exceeds actual daños (venue rebooked date, suffered no loss)
Actual daños suffered
Venue lost revenue from turning away other bookings, incurred costs preparing for event
Customer's cancellation fee should be limited to proven actual daños
Customer breach
Customer canceled in violación of contract, forfeiting rights to depósito
Venue's own breach (declaración falsa, failure to deliver) excuses customer cancellation
⚠️ When "Non-Refundable" Doesn't Mean Non-Refundable
California courts limit depósito forfeiture even when contracts say "non-refundable":
Liquidated daños must be reasonable (§ 1671): If depósito far exceeds venue's actual loss, tribunal may reduce forfeiture to actual daños
Unconscionability (CLRA § 1770(a)(14)): Total forfeiture with no benefit to customer may be unconscionable, especially if venue rebooks
Duty to mitigate: Venue must attempt to rebook date—keeping full depósito when venue rebooks = unjust enrichment
Venue breach excuses forfeiture: If venue misrepresented services or failed to deliver, customer entitled to depósito reembolso
💡 Reembolso vs. Defend Decision Matrix
Not every depósito reembolso demand should be fought. Strategic analysis:
✅ When to Reembolso (Settle)
Venue rebooked the date: If you filled the slot at same/similar price, keeping full depósito = unjust enrichment risk
Customer has strong CLRA reclamación: Declaración Falsa in sales process, unconscionable forfeiture terms
Depósito small vs. litigio cost: $500 depósito not worth $5,000-$10,000 to defend
Negative PR risk: Public dispute over small depósito can damage reputation more than reembolso
Customer sympathetic facts: Medical emergency, death in family—courts/juries sympathize
For a depósito forfeiture to be enforceable as liquidated daños:
Difficult to estimate actual daños: At time of contracting, actual daños from breach would be difficult to calculate
Reasonable pre-estimate: The liquidated daños amount must be a reasonable forecast of actual daños
Not a multa: Amount cannot be grossly disproportionate to probable actual daños
Burden: Party seeking to enforce liquidated daños (venue) must prove reasonableness.
Judicial review: Courts can invalidate excessive liquidated daños and limit recuperación to actual daños.
💡 Example: $5,000 Depósito on $10,000 Event
Contract: Customer books wedding venue for $10,000, pays $5,000 non-refundable depósito. Customer cancels 60 días before event.
Venue's actual daños:
Turned away one other inquiry (lost revenue: $10,000)
Spent $500 on initial setup/coordination
§ 1671 analysis:
✅ Daños difficult to estimate at contracting (depends on whether venue can rebook)
✅ $5,000 depósito is reasonable (50% of total contract, venue legitimately risked losing date)
✅ Not a multa—venue actually lost $10,500 (turned away booking + costs), so $5,000 is less than actual daños
Result: Venue likely entitled to keep $5,000 depósito under § 1671.
⚠️ Counter-Example: Venue Rebooks at Same Price
Same facts, but: After customer cancels, venue immediately rebooks date for $10,000 (same price).
Venue's actual daños: $500 (initial setup costs). Venue suffered no lost revenue.
§ 1671 analysis:
❌ $5,000 depósito is now unreasonable—actual daños were only $500
❌ Keeping $5,000 when daños are $500 = multa, not liquidated daños
❌ Tribunal would likely limit venue to actual daños ($500) + reasonable admin fee
Result: Customer entitled to reembolso of ~$4,500. Keeping full $5,000 = unjust enrichment.
⚖️ Duty to Mitigate Daños
California contract law requires the non-breaching party to mitigate daños:
Venue must attempt to rebook: Cannot sit idle and reclamación full lost revenue if reasonable efforts could rebook the date
Burden on venue: If sued, venue must prove it made reasonable mitigation efforts
Offset for rebooking: If venue successfully rebooks, must credit rebooking revenue against customer's daños
🏛️ CLRA § 1770(a)(14): Unconscionable Contracts
Customers often cite CLRA claiming depósito forfeiture is unconscionable:
When Courts Find Forfeiture Unconscionable
Procedural unconscionability: Contract was adhesion (take-it-or-leave-it), customer had no bargaining power, terms buried in fine print
Substantive unconscionability: Forfeiture is one-sided (customer loses depósito, venue keeps it + rebooks), no proportionality to actual harm
Total forfeiture: Customer receives zero benefit but loses entire depósito
Excessive ratio: Depósito forfeiture far exceeds venue's actual daños
Defense: Show contract terms were fair, customer had opportunity to negotiate, depósito is proportional to actual daños venue faces from cancellations.
📄 Contract Interpretation Principles
If contract language is disputed, California courts apply these rules:
Contra proferentem: Ambiguities construed against drafter (the venue)
Reasonable expectations: Contract interpreted to match customer's reasonable expectations from marketing materials
buena fe and fair dealing: Even if contract says "non-refundable," venue cannot act in mala fe (e.g., misrepresenting availability to collect deposits)
⚖️ Unjust Enrichment
If venue keeps depósito AND recoups full revenue by rebooking:
Unjust Enrichment Risk
Customer can argue venue is unjustly enriched if:
Venue received benefit (kept $5,000 depósito)
At customer's expense (customer paid depósito, received nothing)
Circumstances make retention unjust (venue rebooked same date for same price, suffered no loss)
Remedy: Tribunal orders restitution—venue must disgorge unjust benefit (reembolso depósito minus actual daños).
🎯 Strategic Response Framework
Step 1: Assess Reclamación Strength
📋 Depósito Defense Strength Checklist
☐ Clear contract terms: Does contract clearly state depósito is non-refundable and specify cancellation policy?
☐ Customer signed/agreed: Do you have signed contract or electronic acceptance?
☐ No declaración falsa: Did sales materials accurately represent venue/services?
☐ Customer breach: Did customer cancel in violación of contract (not venue canceling on them)?
☐ Reasonable depósito amount: Is depósito proportional to total contract value (typically 20-50%)?
☐ Actual daños exist: Did you turn away other bookings? Incur costs?
☐ Attempt to rebook: Have you tried to fill the canceled date?
☐ No venue breach: Did you fully perform your obligations before customer canceled?
If you checked 7-8 boxes: Strong defense, likely can retain depósito. If you checked 4-6 boxes: Moderate risk, consider partial reembolso acuerdo. If you checked 0-3 boxes: Weak defense, full or substantial reembolso recommended.
Step 2: Calculate Actual Daños
Damage Component
How to Calculate
Documentation
Lost revenue (if can't rebook)
Full contract price customer would have paid
Original contract, evidencia date remains unfilled
Lost revenue (if rebook at lower price)
Difference between original contract and rebooked amount
Original contract, new contract for rebooked date
Costs incurred
Staff time, materials purchased, deposits paid to vendors for customer's event
Invoices, timesheets, vendor receipts
Administrative costs
Reasonable fee for processing booking, cancellation, rebooking efforts
Estimate of staff hours × hourly rate
Opportunity cost
Lost revenue from other bookings turned away due to customer's hold on date
Records of inquiries declined while holding customer's date
Step 3: Reembolso vs. Defend Decision
✅ Acuerdo Strategy: Partial Reembolso
In most depósito disputes, partial reembolso is optimal:
Retain portion = actual daños: Keep what you actually lost + reasonable admin fee
Reembolso excess: Return portion exceeding actual daños
Get release: Customer signs release waiving all claims in exchange for partial reembolso
Avoid litigio costs: Defending even weak CLRA reclamación costs $5,000-$15,000+
Example: $5,000 depósito, actual daños $1,500. Offer $3,000 reembolso (keep $2,000). Customer gets meaningful recuperación, you retain depósito exceeding daños, both avoid litigio.
Step 4: Response Tactics
If you decide to defend depósito retention:
Effective Defense Response Elements
Professional tone: Avoid emotional or accusatory language—stick to contractual/legal basis
Cite contract terms: Quote specific provisions customer agreed to
Document daños: Detail actual losses you suffered from cancellation
Show mitigation efforts: Prove you attempted to rebook date
Offer compromise (optional): Partial reembolso with release
Risk analysis: Fighting to keep $2,000 depósito when facing $25,000 abogado fee exposure if you lose = bad economics. Strategic reembolso often cheaper than defending.
[Date]
[Customer Name]
[Address]
Re: Response to Depósito Reembolso Request – Contract dated [Date]
Event Date: [Date]
Depósito Amount: $[Amount]
Dear [Customer Name]:
I received your request for reembolso of your depósito for [event/service] scheduled for [Date]. After reviewing the contract and circumstances, I must respectfully decline your reembolso request.
CONTRACT TERMS:
On [Date], we entered into a written contract for [event/service]. The contract clearly states:
"[Quote depósito/cancellation provision—e.g., 'Depósito is non-refundable in event of Client cancellation. If Client cancels less than [X days] before Event Date, depósito is forfeited as liquidated daños.']"
You [signed this contract / electronically accepted these terms] on [Date].
YOUR CANCELLATION:
On [Date], you notified me that you were canceling the event. This cancellation occurred [X days/months] before the scheduled event date, in violación of the contract terms.
daños reales SUFFERED:
Your cancellation has caused the following daños:
1. LOST REVENUE: I turned away [X] other inquiries for [Date] while your event was booked. [If applicable: I have been unable to rebook the date despite reasonable marketing efforts.]
2. COSTS INCURRED: I incurred $[Amount] in costs preparing for your event:
• [Staff coordination time: $X]
• [Deposits paid to vendors: $X]
• [Materials purchased: $X]
3. OPPORTUNITY COST: By holding [Date] for your event, I lost the opportunity to book other events during that timeframe.
Total actual daños: $[Amount]
daños liquidados:
Under California código civil § 1671, the depósito you paid ($[Amount]) represents a reasonable pre-estimate of the daños I would suffer from cancellation. At the time we contracted, actual daños from cancellation were difficult to estimate (dependent on my ability to rebook, opportunity cost, vendor commitments).
The $[Amount] depósito is proportional to the total contract value ($[Total]) and reasonable given the actual daños I have suffered.
[If you rebooked: MITIGATION EFFORTS: I have made reasonable efforts to mitigate daños by marketing the now-available date. [If successfully rebooked at lower price: I was able to rebook the date for $[Lower Amount], reducing my lost revenue to $[Difference].] [Adjust depósito retention accordingly if offering partial reembolso]]
CONCLUSION:
Under the contract terms we both agreed to and California código civil § 1671, I am entitled to retain your $[Amount] depósito as liquidated daños for your incumplimiento de contrato.
[Optional acuerdo offer: Sin embargo, in the interest of amicable resolution, I am willing to consider refunding $[Partial Amount] if you agree to sign a mutual release of all claims. This would allow me to recover my actual daños of $[Amount] while providing you with a partial reembolso. If you are interested in this resolution, please contact me dentro de 10 días.]
I understand this is not the outcome you hoped for, but I must enforce the contract terms to which we both agreed.
Atentamente,
[Your Name]
[Business Name]
[Información de Contacto]
Template 2: Partial Reembolso Acuerdo Offer
[Date]
[Customer Name]
[Address]
Re: Acuerdo Offer – Partial Depósito Reembolso
Contract dated [Date]
Event Date: [Date]
Depósito: $[Amount]
Dear [Customer Name]:
I received your demand for reembolso of your $[Amount] depósito. While I believe the contract terms allow me to retain the full depósito, I am willing to offer a partial reembolso to resolve this matter amicably and avoid litigio.
SETTLEMENT OFFER:
I offer to reembolso $[Partial Reembolso Amount] of your $[Total Depósito] depósito, retaining $[Retained Amount].
The $[Retained Amount] I am keeping represents:
• Actual costs incurred: $[Amount]
• Lost revenue / opportunity cost: $[Amount]
• Administrative costs: $[Amount]
• Total actual daños: $[Retained Amount]
This acuerdo allows me to recover my actual daños while providing you with a meaningful reembolso.
TERMS OF SETTLEMENT:
This reembolso is contingent on your agreement to the following:
1. You sign the attached mutual release waiving all claims related to the contract and depósito dispute.
2. You agree not to pursue any legal action, including CLRA claims, regarding this matter.
3. You agree not to post negative reviews or make disparaging statements about my business.
If you accept this acuerdo offer, please sign the attached release and return it to me dentro de 15 días. Upon receipt of the signed release, I will issue a reembolso check for $[Amount] dentro de 10 días hábiles.
EXPIRATION:
This offer expires on [Date, 15 días out]. If you do not accept by that date, the offer is withdrawn and I will retain the full $[Amount] depósito per the contract terms.
I believe this is a fair resolution that avoids the time, expense, and uncertainty of litigio for both of us.
Atentamente,
[Your Name]
[Business Name]
Enclosure: Mutual Release and Acuerdo Agreement
⚠️ Response Letter Best Practices
Professional tone: Avoid emotional language, stick to facts and contract terms
Document actual daños: Specificity strengthens § 1671 liquidated daños defense
Preserve evidencia: Attach copy of signed contract, document rebooking attempts
Acuerdo offers: Partial refunds often cheaper than defending even weak claims
Get releases: Any reembolso should be conditioned on signed release waiving all claims
👨⚖️ Servicios de Abogado for Venue Businesses
Venue and service businesses face depósito reembolso demands routinely. While many can be handled with well-drafted responses, some situations require legal representation—especially when customers file CLRA lawsuits or disputes involve high-value deposits.
🎯 How I Help Venues Defend Depósito Disputes
Demand Response Strategy
Legal response drafting: Professional responses citing § 1671, contract law, actual daños
Reembolso vs. defend analysis: Economic modeling of acuerdo vs. litigio costs
CLRA cure strategy: Evaluating whether to reembolso dentro de 30 días to eliminate abogado fee exposure
Partial reembolso negotiation: Structuring acuerdos with releases
Litigio Defense
CLRA defense: Defending against unconscionability and false advertising claims
Discuss your depósito dispute and explore defense options. I provide practical business guidance on acuerdo vs. litigio strategy tailored to your situation.
📝 Cree Su Carta de Demanda
Genere una carta de demanda profesional, demanda ante tribunal de CA o demanda de arbitraje