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"An adhesion contract is a contract drafted by one party (usually a business with stronger bargaining power) and signed by another party (usually one with weake
by fgonzag 6y ago
"An adhesion contract is a contract drafted by one party (usually a business with stronger bargaining power) and signed by another party (usually one with weaker bargaining power, usually a consumer in need of goods or services). The second party typically does not have the power to negotiate or modify the terms of the contract. Adhesion contracts are commonly used for matters involving insurance, leases, deeds, mortgages, automobile purchases, and other forms of consumer credit.
Courts carefully scrutinize adhesion contracts and sometimes void certain provisions because of the possibility of unequal bargaining power, unfairness, and unconscionability. Factoring into such decisions include the nature of the agreement, the possibility of unfair surprise, lack of notice, unequal bargaining power, and substantive unfairness. Courts often use the “doctrine of reasonable expectations” as a justification for invalidating parts or all of an adhesion contract: the weaker party will not be held to adhere to contract terms that are beyond what the weaker party would have reasonably expected from the contract, even if what he or she reasonably expected was outside the strict letter of agreement."
Trying to negotiate (in writing) and getting it denied makes it abundantly clear it is a contract of adhesion. This significantly weakens the contract's validity on abnormal clauses.
- sobani 6y agoWouldn't it work the other way around in this case? Since you tried to negotiate about the non-compete it should come as no surprise that there is a non-compete and you could reasonably expect it to be enforced. In fact since they signaled that they really want the non-compete, your expectation of it being enforced should go up.
- ThrustVectoring 6y agoPreventing surprise and refusing to be complicit in grossly unfair and unequal negotiations are separate purposes of the courts. The surprise part is more for dealing with the contracts that are part of everyday life that are too lengthy and numerous to have everyone read, understand, and agree to everything. In that case, the courts will enforce what reasonable people would actually understand and agree to.
- shostack 6y agoVery interesting, thanks for explaining.