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> Because second thing is, I've seen companies write contracts knowing some clauses are unenforcable, but putting them there to scare, to intimidate. "It is be

> Because second thing is, I've seen companies write contracts knowing some clauses are unenforcable, but putting them there to scare, to intimidate. "It is better that ten guilty persons escape than that one innocent suffer". We should _definitely_ err on the side of leniency on this. If my employment contract isn't watertight because of a law change, or a discrepency in an unrelated clause, should my employer be able to renege on my pay because the contract is invalid?

b112 4y ago
This is why we have courts, and why a contract is never examined in isolation. An example, intent. If there is a 20 email long chain, discussing a clause in a contract, that counts too. What was the intent of both parties? And don't let clauses such as "this contract is in whole the agreement between all parties" deter, because courts don't care when establishing intent. So, what was the intent of the contract? Was an offer proffered, then follow by contract? What was the intent of the offer? Courts look at invalidated clauses, and then attempt to rebalance the contract. These clauses are just scare tactics, and have been happening since Rome, where most of our laws originate... I have seen so many lawyers argue "might as well put it in, can't hurt!". Sometimes the best contract is a one liner scribbled on a napkin. All this excess is counter to the public good.
- inetknght 4y ago
  > If there is a 20 email long chain, discussing a clause in a contract, that counts too. What was the intent of both parties? What if the contract includes a statement: "this agreement consititute the entire agreement between the parties and supersedes, merges, and replaces all prior oral or written agreements, negotiations, offers, representations, etc. with respect to the subject matter. No course of dealing between the parties, no usage of trade, or outside evidence of any nature shall be used to modify, interpret, or supplement blah blahb lahblhbjajk" Yeah that 20 email chain? The contract specifically says it can't be included in the agreement. Bringing that up was a fun conversation when negotiating the contract...
  - b112 4y ago
    1) What contracts say, and what is allowed are not the same thing. 2) Context counts. Contracts are interpreted documents. What both parties meant in clause 1.3.1, must be interpreted, to be enforced by a court. A 20 long email chain provides context. What did the parties really mean, when they signed?
- maccard 4y ago
  > This is why we have courts, and why a contract is never examined in isolation. So are you suggesting that when considering the validity of a contract, externalities should be considered (e.g. the 20 email chain), but the actual document that was signed should not be considered?
  - b112 4y ago
    I suggested no such thing. What I effectively did say, is that contracts exist in context. That context counts. See my other reply.

b112 4y ago

This is why we have courts, and why a contract is never examined in isolation. An example, intent. If there is a 20 email long chain, discussing a clause in a contract, that counts too. What was the intent of both parties? And don't let clauses such as "this contract is in whole the agreement between all parties" deter, because courts don't care when establishing intent. So, what was the intent of the contract? Was an offer proffered, then follow by contract? What was the intent of the offer? Courts look at invalidated clauses, and then attempt to rebalance the contract. These clauses are just scare tactics, and have been happening since Rome, where most of our laws originate... I have seen so many lawyers argue "might as well put it in, can't hurt!". Sometimes the best contract is a one liner scribbled on a napkin. All this excess is counter to the public good.

inetknght 4y ago
> If there is a 20 email long chain, discussing a clause in a contract, that counts too. What was the intent of both parties? What if the contract includes a statement: "this agreement consititute the entire agreement between the parties and supersedes, merges, and replaces all prior oral or written agreements, negotiations, offers, representations, etc. with respect to the subject matter. No course of dealing between the parties, no usage of trade, or outside evidence of any nature shall be used to modify, interpret, or supplement blah blahb lahblhbjajk" Yeah that 20 email chain? The contract specifically says it can't be included in the agreement. Bringing that up was a fun conversation when negotiating the contract...
- b112 4y ago
  1) What contracts say, and what is allowed are not the same thing. 2) Context counts. Contracts are interpreted documents. What both parties meant in clause 1.3.1, must be interpreted, to be enforced by a court. A 20 long email chain provides context. What did the parties really mean, when they signed?
maccard 4y ago
> This is why we have courts, and why a contract is never examined in isolation. So are you suggesting that when considering the validity of a contract, externalities should be considered (e.g. the 20 email chain), but the actual document that was signed should not be considered?
- b112 4y ago
  I suggested no such thing. What I effectively did say, is that contracts exist in context. That context counts. See my other reply.