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In theory, everybody is responsible for reading everything they sign, regardless of who they are and who they are doing business with. In practice, certain clau
by raganwald 15y ago
In theory, everybody is responsible for reading everything they sign, regardless of who they are and who they are doing business with. In practice, certain clauses in certain contracts have been deemed unenforceable because it's "unreasonable" for one of the parties to have performed enough due diligence to give informed consent when they signed the agreement. (And often it's thought that the other party knew this. This comes into play when the party drafting the agreement is the powerful one with the lawyers.)
If this type of agreement has been standard in the Valley for decades, it would be unreasonable for Lee to expect anything else. If it's a new kind of screw-job, we may have to see how courts handle the inevitable disputes. They might tell him "tough luck." Then again, they might decide that it is unreasonable for him to expect the repurchase of his options, and that the company knew it was unreasonable--or even went out of their way to make it difficult for him to appreciate the consequences of the contract he signed.
I have no idea how it will work out for him, but I do want to point out that when there's a massive imbalance of power and access to legal advice, the amount of due diligence expected of the weaker party is sometimes relaxed.