4 ms·

> If you write a contract sufficiently byzantine and ambiguous, any legitimate use will rub up against the edge of some prohibited behaviour. contra proferent

by blibble 10y ago

> If you write a contract sufficiently byzantine and ambiguous, any legitimate use will rub up against the edge of some prohibited behaviour. contra proferentem applies in common law, ambiguity benefits the party that did not write the contract otherwise there's no reason to ever write a clear contract

Bartweiss 10y ago
I think this is why inter-company contracts tend to be clearer and often simpler than company-employee contracts. Your average EULA is impossible to follow or even understand because the company has so much more recourse to the law than the customer - as we see here, with American violating its own contracts and trusting their legal weight to make good. The law very sensibly attempts to punish willful lack of clarity, but (as with patent trolling, and asset forfeiture) it only holds when everyone can fight a legal case.
- mindslight 10y ago
  A complementary analysis: A company-company contract is actually a much simpler, self-defined, and symmetric relationship. Whereas an employer-employee contract must take into account the huge lump of complexity that is employment law. The company doesn't really like employment law, so they make every attempt to nullify it, paralleling its complexity. EULA drafters are similarly trying to create a whole new body of law, bootstrapping it using copyright while eroding any consumer rights granted by copyright. Companies would prefer a much simpler EULA that said "we can revoke your license at any time for no reason, with no refund". But such a thing would be rejected by courts. So they attempt to construct such a policy by following the contour of the law (ie what courts won't reject) as close as possible. Regarding the original post, I think American was really just doing the standard corporate stonewalling (I'm not endorsing this as being morally right). It seems as if the pass holders would have eventually prevailed in court, but what actually settled the question was American's filing of bankruptcy - which made the whole thing moot.

by blibble 10y ago

Bartweiss 10y ago

I think this is why inter-company contracts tend to be clearer and often simpler than company-employee contracts. Your average EULA is impossible to follow or even understand because the company has so much more recourse to the law than the customer - as we see here, with American violating its own contracts and trusting their legal weight to make good. The law very sensibly attempts to punish willful lack of clarity, but (as with patent trolling, and asset forfeiture) it only holds when everyone can fight a legal case.

mindslight 10y ago
A complementary analysis: A company-company contract is actually a much simpler, self-defined, and symmetric relationship. Whereas an employer-employee contract must take into account the huge lump of complexity that is employment law. The company doesn't really like employment law, so they make every attempt to nullify it, paralleling its complexity. EULA drafters are similarly trying to create a whole new body of law, bootstrapping it using copyright while eroding any consumer rights granted by copyright. Companies would prefer a much simpler EULA that said "we can revoke your license at any time for no reason, with no refund". But such a thing would be rejected by courts. So they attempt to construct such a policy by following the contour of the law (ie what courts won't reject) as close as possible. Regarding the original post, I think American was really just doing the standard corporate stonewalling (I'm not endorsing this as being morally right). It seems as if the pass holders would have eventually prevailed in court, but what actually settled the question was American's filing of bankruptcy - which made the whole thing moot.