"I never agreed to that. Here's what I signed."

http://www.reddit.com/r/YouShouldKnow/comments/ev9k8/10_tips_before_you_sign_a_housing_rental/c1b9973

by kmfrk • 16 years ago

60 44 16 years ago

reddit.com

jf• 16 years ago

Another good anecdote along those lines: http://www.metafilter.com/47719/unite-and-take-over#1147083

calloc2• 16 years ago

It seems the traffic Hacker News is sending Reddit is causing it to topple!

lwat2• 16 years ago

This is very standard for this time of day on Reddit unfortunately.

calloc2• 16 years ago

And as a developer I understand that with the dynamic nature of Reddit that eventually throwing hardware at the problem won't fix it.

It still saddens me, and as a Reddit Gold member I hope that soon they are able to hire more people to more carefully look over the code and optimise it.

stevanl• 16 years ago

Cached version: http://www.reddit.com.nyud.net/r/YouShouldKnow/comments/ev9k...

ciupicri• 16 years ago

Are these contracts really valid? I thought that a contract needs to be ultra squeaky clean without any typos, crossed out words and so on.

veb• 16 years ago

Anything is technically a contract when signed by both parties... right?

eli2• 16 years ago

Sometimes it doesn't even need to be signed or written down.

flipbrad4• 16 years ago

even if you didn't read it, in the UK at least (L'estrange v Graucob, IIRC).

Mind you, EU law (and hence, UK law) might strike out some terms as unfair. And public policy is also grounds for certain (extreme) contracts to be outlawed - for slavery, for example.

philwelch• 16 years ago

Illegal contracts are not contracts. For instance, contract murder is murder, but not a legally binding contract.

m0shen• 16 years ago

Yes, they're valid. What you are essentially doing is creating a counter-offer instead of accepting the contract as-is. The offering party is then supposed to review your modifications and accept (sign).

If the employer simply doesn't do anything after the employee has made the modifications and returned the document, then they really don't have a leg to stand on.

eli2• 16 years ago

IANAL, but it's quite common to alter a contract in the margin and have both parties initial it

sophacles2• 16 years ago

This is pointed out in the followup comments: If a contract has been marked up - then it is merely a counteroffer. However, it also means that there is no basis for a lawsuit, as there was never a valid contract.

flipbrad4• 16 years ago

IANAL, but from what I see, in this case there is a contract, if the two of you started doing business. It might, or might not, be the one you handed that wasn't throw back in your face. if they filed it, still have it, refer to it in deciding how much to pay you, what work you need to be doing for them, etc - those are all very good signs that's the one. or it might be oral, implied, etc. The court would probably recognise all the terms that weren't in dispute (i.e. the ones you didn't black out). These things vary with the court, the judge, the jurisdiction...

what is certain (which you said) is that you can't be sued for the term you blacked out; there's little conceivable way you can be held to have agreed to that.

what is said above about arbitration clauses seems to me to be wonderful advice. Because the above just isn't the case in front of an arbitrator. They might well decide that the fair decision is that even though you blacked out the line, you are still in the wrong - for misleading the company, breaching a very similar implied term, or else. Cut it out.

tptacek6• 16 years ago

Contracts are still valid if they have markup on them; both parties just initial the changes, or the changes are dated and initialed.

boredguy83• 16 years ago

Yes. A contract doesn't even need to be written. You can have implied contracts that are still binding. For instance, there's no written contract when you get your hair cut, but if you tried to refuse payment, you'd have breached your contract. http://dictionary.law.com/Default.aspx?selected=905

The employer is still free to fire you (employers can almost always fire someone for any non-protected reason) if they discover and don't like the changes. But even the erasure is indication that you didn't accept the offer as they originally formulated it.

People REALLY need to remember that the law is (or tries to be) pragmatic. "Magic bullets" rarely/never exist. You couldn't sneak in a clause saying "I get a 100% pay increase annually" -- in this case, they're the party being bound so would need some indication of assent beyond just a paycheck.

tzs• 16 years ago

Just to make sure no one gets the wrong idea, some contracts don't need to be written. Some do. See http://en.wikipedia.org/wiki/Statute_of_frauds for examples where a written contract is necessary.

lmkg• 16 years ago

(IANAL) The only essential property of a contract is that it is agreed upon by both (all) parties. The purpose of paper, much less well-formated paper, is to provide documentary evidence should a dispute arise.

Verbal and even implicit contracts technically have the same legal weight as anything a lawyer writes up and prints out. It's just harder to prove that the agreement took place and what the precise terms were.

tedunangst• 16 years ago

Most underrated comment: "I laughed at your Perry Mason moment before the judge." That fantasy never gets old.

huhtenberg• 16 years ago

Wouldn't a company need to explicitly confirm such changes (say by initialing) for them to become effective?

The way I read it is that he's basically hoping that his scratch-outs will go unnoticed when the company brings him on board. That's simply because no reasonable company will accept an employment contract with NDA clause stricken out by a prospective employee. The only way this can happen is by an oversight, and that's what he appears to be exploiting.

On the other hand, I did have my own contract amended at my request to list and acknowledge by participation in a number of my past projects, open source and not. They did not require a code escrow, nor the detailed description, so something like "p2p communication system" gave me a carte blanche for doing anything with p2p in it and keeping it all to myself.

mikeryan• 16 years ago

No he's expecting the signing party to read the blacked out parts and either agree to them (by signing) or not agree to them, by countering back.

I black line and edit contracts regularly. Usually not on printed contracts with notes in the margins but with Word Docs with "Track Changes" turned on. I then return it (unsigned) with an email explaining my changes. They then either accept the new contract and sign or return it with their revisions and we go back and forth until we're happy.

I'm always surprised by the number of people who don't negotiate language. I was told once that a company only pays invoices in 60 days. I changed that to 30 on my contract and they didn't even blink.

aaronsw• 16 years ago

[Since reddit is under severe load, here's the actual text...]

ZorbaTHut 319 points 1 day ago

> A contract is a two-way agreement, so if you see terms in there that you're uncomfortable about, you can black them out.

This isn't even a housing thing, this is just a global thing. I don't think I've ever signed an employment contract without modifying it. I've never had my employer mention it afterwards.

Excessive non-compete clause? Bam, gone. Clause that conflicts with a verbal agreement I had with the producer? Bam, gone. Cross out some bits, write notes in the margin, make little arrows pointing at what you crossed out with your initials, sign it, photocopy it, turn it in with your employment paperwork, keep the photocopy.

"Your Honor, our ex-employee should go to ultrajail for breaching our horrifying non-compete clause, and also owes us a billion dollars for Section 7 of his employment paperwork."

"I never agreed to that. Here's what I signed."

"Well, fuck."

[And then this reply seems very helpful...]

OriginalStomper 157 points 6 hours ago

I am a lawyer familiar with contract law, though not an employment lawyer. You and sporkus are both correct (at least under Texas law and most other US jurisdictions): it is not a binding contract until both parties agree to all the changes.

Until the original agrees (by initialing the changes or at least signing the agreement after your changes are made), the marked-up document is merely a counter-offer. However, that means the employer has nothing to enforce against you. Texas is an "employment at will" state, and here 99% of the time an employment contract was the employer's idea, for the employer's purposes, with little or no actual benefit to the employee. The employee usually comes out ahead if the entire contract is unenforceable, or even if just the harshest clauses are deleted.

Protip: while you are at it, also delete arbitration clauses. Completely and whenever possible. The individual/employee will almost never win in arbitration, unless the arbitration is conducted under a collective bargaining agreement negotiated by a union. If there's even the hint of an arbitration clause in your contract (ANY kind of contract, not just employment contracts), then it does not matter how well you edited the rest of the agreement, because arbitrators are free to be arbitrary. They are not legally required to follow the contract -- they can do whatever they think is "fair." Strangely enough, "fair" will almost always favor the employer or other repeat customer for the arbitrator. Because, see, the arbitrators are in the business of arbitrating disputes. If no one chooses them to arbitrate, then they have to find a real job.

boredguy83• 16 years ago

Them paying you after your modifications is sufficient (in most cases) to constitute agreement. "Meeting of the minds" is not really a legal practice today. The employer was objectively given notification of the modifications and objectively paid the employee, constituting acceptance of the agreement. Obviously no such case is open-and-close, but the modifications are probably on fairly solid ground.

flipbrad4• 16 years ago

my Tort tutor (admittedly not a contract tutor, but...) boasted to the class about signing up for a blockbuster video rental card, handing in a signed T&Cs slip instore with the late fees clause blacked out. The acceptance of the slip (putting it in a drawer) made that the contract; then commencement of trade between the parties evidenced it. How he laughed, he says, when they pulled out his file to wave it at him, trying to get him to pay a fine.

tptacek6• 16 years ago

Again (see below) I'd worry that you haven't so much "secured agreement" by waiting out the first paycheck so much as you have "obtained employment without actually having a valid contract at all", which might cut both ways.

At any point that the company chooses to ensure you're in compliance with its IP terms, it can just demand you sign another contract. Employment in the US is almost entirely at-will.

cwp2• 16 years ago

I've done this with just about every employment agreement I've ever signed, and never had a problem. One time, the company I worked for was acquired by IBM and I refused to sign their intellectual property agreement. The HR guy said if I didn't sign it, I wouldn't get paid. I told him that if they didn't pay me, I wouldn't do any work. The next day they came back with a more reasonable agreement, but it was too late. I had already found another job.

casperc• 16 years ago

Admittedly I have only signed one "real" employment contract, but it was sent to me in two signed copies of which one was to be sent back. So making the changes and then having them accept the changes by signing afterwards isn't really possible.

Did you make your employer aware of the changes openly?

Edit: I mean, I could sign their copy, take a photocopy of my own and send it back to them, but at no point would they be accepting my changes.

cwp2• 16 years ago

Oh, I was definitely open about it. Usually I'd be signing in person, so I'd just say, "hey, I can't agree to this, and here's why," and then we'd mark up the contract together. I think I once sent an email with my objections, then edited the contract before I printed and signed it.

The actual mechanics aren't that important, though. The point is to actively negotiate the agreement. Usually, employment agreements are cooked up by lawyers that do everything they can think of to protect the interests of their clients. That doesn't mean that they're sacrosanct.

If the company is putting a contract in front of you, they've already decided to hire you. They've already put a lot of effort into the hiring process and they won't want to throw that away over a few clauses that they may not be able to enforce anyway.

So read the contract, and if there's something you don't like, say so. Get it removed. It's usually that easy.

rmc2• 16 years ago

Did you make your employer aware of the changes openly?

You should always make the employeer aware of the changes. You can't just sneak some clause in there and hope they don't notice. In theory everyone should read everything before they sign anything. However you have a much stronger case if the employeer initials the changed section to show they are aware of it.

darksaga• 16 years ago

Most non-compete contracts are about as valid as the paper they're written on. I've signed a lot in my time and have only been brought into court once. The judge laughed at the company and asked them if they were going to pay my salary for the next 12 months I would be out of work if they wanted to enforce the non-compete contract. Needless to say, The company dropped their case and I still got a hefty severance check.

Companies can't keep you from being gainfully employed, even if it's with a competitor in your same industry. This means most employment/non-compete contracts are essentially non-binding agreements. I've never heard of someone getting sued and losing trying to break an employment contract, it just doesn't happen.

tptacek6• 16 years ago

It happens for customer-facing people; what you're really observing is that it's hard to construct an enforceable noncompete for an engineer.

More relevant to HN founders is the question of whether a noncompete would enable your company to kill any overlapping company you might find in its cradle. That's not as clear cut as employment law.

smarterchild• 16 years ago

It's too bad this doesn't work on a cell phone contract.

"I never agreed to that. Here's what I signed."

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