If You Don't Read Your Contracts, Don't Be Surprised When the Court Enforces the Contract Terms!
In my many years of practice, I have found only a few rare instances where parties to a dispute have actually read the agreements they sign, or even more commonly, there is no written contract. Many commercial businesses try to have some sort of standardized written agreements, but every time they amend a "standard" agreement, in all likelihood the amended agreement becomes the new standard. This is the curse of word processing. Since the other party is likely the party that insisted on an amendment, when the amended agreements become the new standard, many of the key points or protections are lost.
The courts have a habit of actually reading the written contracts and enforcing the terms of the agreements. I have had parties send demand letters to my clients insisting on a certain performance (usually immediate payment) and threatening legal action if my clients don't comply, when the agreement actually provided for something very different.
In a recent case, the court interpreted an agreement that appears to be very one sided and unfair. However, the parties agreed to the terms.The Contracts Professor brings us this interesting case from the Southern District of New York, titled Tradecomet.com v. Google. In Google's case, I doubt that they ever accept amendments to their standard agreements because they have all the market power. We all know that Google has tremendous leverage to insist on their contract terms, regardless of how outrageous.
The argument by the Plaintiff's that the terms of the contract should not count, was predictably dismissed by the court. In this case the Plaintiff was arguing that a forum and choice of law provision should not apply. Whether or not the Plaintiff knew what the contract terms were when they signed the agreement, their argument that the terms should be ignored by the court is not a winning argument.
