Provisions on the back of a contract; was: Re: Legal requirements for document accessibility?

Subject: Provisions on the back of a contract; was: Re: Legal requirements for document accessibility?
From: "David Neeley" <dbneeley -at- gmail -dot- com>
To: techwr-l -at- lists -dot- techwr-l -dot- com
Date: Thu, 29 Mar 2007 10:26:07 -0500

Steve Jong told a story about someone mentioning an "onerous condition in
the contract" that was written in four-point gray ink on the back of his
employment agreement.

In the law of contracts, there is the "four corners rule." That principle is
that provisions not within the borders of the document are not included
unless specifically referenced within the four corners.

(Bear with me here...of course the contract may be multiple pages, but
pretend for a moment that the actual pages are one big one, okay?)

The bounds of the document generally end with the signature of the parties
and any related verbiage (including notary or other attestation).

That means that provisions on the back of the document on a page that is not
signed or initialed would normally be considered *not* a part of the
contract *unless specifically included by a reference within the contract's
main body.* This would include a reference to the contract itself, something
like "This agreement includes those provisions contained on the back side of
this page" or some such.

Many kinds of contracts have been ruled not to include such thing as "four
point gray type" provisions. This would include consumer contracts, for
example, which often have laws directly on point. Also, many kinds of
commercial contracts come under what is called the Uniform Commercial Code,
which has provisions dealing with these things.

Some companies may try such a thing, with the simple idea that most
individuals will not file an expensive lawsuit to contest a provision like
the one that Steve mentions. Although I have not practiced for many years,
if I were still in practice I'd *love* to get a case based upon a company
trying to enforce such a contract. If no specific reference were made within
the contract to such provisions, I can assure you they would not stand up in
any American court of which I am aware. Even with such a provision, given
the deliberate attempt to make these provisions difficult to read, I'd still
have taken such a case with a fair assurance of prevailing.

By the way--a contract must have two parties. I have seen "employment
agreements" unsigned by a company representative authorized to sign. This is
*not* a contract in the strict sense of the word.

The law also interprets a contract that is created by one party with no
arms-length bargaining as to its terms strictly against the party providing
the form if there is a conflict in interpreting it, as this is called a
"contract of adhesion" and is disfavored.

David
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