perldiver

In my previous post, I mentioned the excessive terms of the contract for the apartment I'm looking at and my attempts to get it modified. Well, this morning they told me to pound sand; fortunately, after talking with them a bit on the phone I believe I found a compromise that works for everyone, so I can still take possession tomorrow.

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I'm considering starting up some sort of online community for discussion of stupid contracts like this--maybe something like a DailyWTF where people would contribute stupid contract clauses that they have seen.  In my wilder fantasies, this would grow into an actual movement to reform the legal profession's approach to contracts and to convince people to think about what they write / sign...but that's probably a bit bigger than I really want to tackle right now.

What do y'all think?  Would you find such a site interesting for the occasional browse?  If so, maybe I'll do something easy and cheap, like fire up a PBWiki for it.

It never ceases to amaze me what people put in their contracts. Today I got a fresh example of this.  I went to the main office of Trinity Management Services at 333 Bay St, San Francisco, CA, 94133 in order to sign a contract for one of their properties.  The package they gave me was more than twenty pages, including the various appendages (e.g. lead paint, mold, bed bugs, rules and regulations, etc).  There were a number of problems, most of which were just issues with the wording, not with the intent, and I was able to sort those out with the leasing agent.  Unfortunately, there was one dealbreaker that we could not resolve, so I wasn't able to sign.  They've kicked it upstairs to management, who will look at it tomorrow and get back to me.


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The part that frustrates me is that I know I could just sign this and then ignore the stupid wording, follow the intent (which I would do anyway), and I'd be fine.  That feels like breaking my word, though--I'm signing a legally binding contract that says I will (not) do something, and then I'm breaking that commitment.  It should not be up to me to interpret what they **meant**, it should be up to them to write their meaning into the contract in the first place.

So, we'll see what happens tomorrow.

I have had this conversation innumerable times over the years, and I still don't get it:

Me: "This paragraph of the contract is really excessive. If you read it literally, it says that I cannot $X." (Where $X is some very reasonable activity like buying groceries.)

Other person (usually potential employer): "Oh, that's just boilerplate, don't worry about it."

I'm always somewhat dumbstruck by this comment. I'm not sure how to take it; is the person saying:

1) The contract doesn't say quite what I mean, but I couldn't be bothered to modify it so that it did?

2) What the lawyers write into a contract isn't really important; all that matters is that we have a sample of your signature under some words. Most of us senior people here at $COMPANY haven't even read the contract.

3) Even though you are giving your signed word to obey the terms of this contract, you don't need to feel that you are actually bound by it.

4) Yes, what it literally says is quite excessive, but it would not be interpreted that way in a courtroom.


To me, the whole POINT of a contract is that it provides a permanent record that spells out very clearly what two parties expect of one another. The only reason to have a contract is so that both parties know that they have the same understanding, and so that there is something to refer back to if there are questions later. If the contract doesn't say what you really mean, why would you sign it? If it's so murky that you can't understand it, why would you sign it? If you haven't read it, and therefore don't know that it represents your intent, why would you sign it?

More importantly, why would **I** sign it under those conditions?


When I had my first group of lawyers draw up the Wotan contractor contract, I kept telling them that I wanted it written in plain English. I sent it back for six or seven drafts because they kept f&(*^ing it up with legalese that said things other than what I wanted it to say. Finally I just took what they had produced, made the modifications I wanted without further review, and went with it. My contract was four pages long and I thought it was excessive, but most employment contracts are a lot longer than that.