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Need help with an Adhesion Contract?
Adhesion contracts are the right solution when you need to protect your company at scale. They can save you time and money since they do not require you to negotiate the terms for each transaction. However, using an adhesion contract the wrong way can result in massive legal consequences.
This post helps you understand how adhesion contracts work, important considerations when using them, and application.
What is an Adhesion Contract?
An adhesion contract, also called a boilerplate contract and standard form contract, is an agreement drafted with non-negotiable terms and conditions . Parties with a significant amount of bargaining power offer them to others. While they may not work for some relationships, they often work well when serving numerous parties across homogeneous transactions.
The party with greater bargaining power negotiates the agreement, while the party with less bargaining power is generally in great need of specific goods and services. Generally, the latter cannot amend or negotiate the contract’s terms.
Businesses most commonly use adhesion contracts for the following situations:
- Situation 1 . Leases
- Situation 2 . Asset purchases
- Situation 3 . Motor vehicle purchases
- Situation 4 . Insurance policies
- Situation 5 . Mortgages
- Situation 6 . Medical care
- Situation 7 . Airline tickets
Buyers have no room to negotiate terms, meaning that the party who drafts the contract has the legal upper hand during every transaction. The majority of consumer contracts are adhesion contracts, and large businesses couldn’t negotiate contracts efficiently if the only means of enforceability were to negotiate each one individually.
Many businesses create standard contracts for their prospective clients to sign. If consumers are dissatisfied with the terms of the agreement as written, they have the right to take their business elsewhere.
You can learn more about adhesion contracts by checking out this article .
What is ‘Contract of Adhesion’ in Law?
‘Contracts of adhesion’ in law is a concept that means the relationship must adhere to the original terms without renegotiation or amendment. While contracts of adhesion are critical in the business world, there is considerable debate over their fairness and carefully scrutinized by courts.
When determining the fairness of an adhesion contract, courts consider the following factors:
- Factor 1 . Possibility of a surprise
- Factor 2 . Inadequate notice requirements
- Factor 3 . Significant inequity
- Factor 4 . Leverage balance
- Factor 5 . Other relevant factors
Fans of adhesion contracts say that they promote efficiency by saving parties time and money on negotiations. Without form contracts, the time required to negotiate and prepare a single contract for each transaction would significantly increase. As a result, prices would rise, possibly dramatically.
Additionally, there is whether adhesion contract offerors should be immune from liability for unfair agreements. Some contract clauses give rise to significant concern due to the disparity they could cause a more vulnerable party.
Clauses that may concern courts when ruling over adhesion contracts include:
- Concern 1 . Choice of law clauses
- Concern 2 . Arbitration clauses
- Concern 3 . Liquidated damages
The most critical step you can take before signing an adhesion contract is to read it thoroughly. The business writes adhesion contracts for their benefit, which means you should consult a contracts lawyer with legal questions. This strategy helps you understand the terms and conditions before offering or signing.
Examples of Adhesion Contracts
You may not realize it, but adhesion contracts are around us every day. If you use cell phone service, stay in hotels, go to college, attend a show, or fly on a plane, you have been a party to an adhesion contract. You also know how much they favor the entity offering them, which means it’s essential to understand how they work in the real world.
Here’s are three common, everyday examples of adhesion contracts:
Example 1. Internet Service Providers
Billions of people and companies worldwide need internet access. It’s unreasonable to expect internet service providers (ISPs) to negotiate contracts with each customer, and it would not be a profitable venture, nor would this system give rise to innovation.
Example 2. Cell Phone Service Providers
Cell phone service providers are in the same situation as ISPs. Mass demand ensures that there are adhesion contracts to reduce costs. However, they don’t use the same contract for every plan and may customize certain sections to create new adhesion contracts.
Example 3. Hotels & Motels
It makes sense that hotels and motels would use adhesion contracts. After all, they are mainly offering lodging at scale. Boilerplate language can also be included with a contract clause indicating when to address a broader customer base.
Image via Pexels by RODNAE
Benefits of Adhesion Contracts
Adhesion contracts are beneficial for service contracts , lease agreements , and insurance agreements . Although they hasten the purchasing process, their use is still debated. However, they are an excellent solution for the right company.
Three benefits of adhesion contracts include the following:
Benefit 1. Improved Performance
By establishing a standardized contract with non-negotiable terms, adhesion contracts eliminate the need for customized documents tailored to each consumer, increasing efficiency and saving time for buyers and sellers.
Benefit 2. Lower Costs
Transaction costs incurred are much lower with adhesion contracts. Many deals include negotiation, communication, and enforcement expenses, and adhesion contracts significantly reduce these costs by encapsulating all relevant information in a non-negotiable, legally enforceable contract.
Benefit 3. Perfect for Certain Transactions
Regular adhesion contract users believe that these types of contracts are simplified, offer consistency, and remove the need to engage in lengthy contract negotiations . When your business needs to scale, an adhesion contract may work well for you.
Critics argue that these contracts have been pushed so beyond the definition of a two-way agreement, making them unreasonable in some cases. Ensure that you speak with a legal professional about contract laws in your state to ensure that it is the best document for you.
Are Adhesion Contracts Enforceable?
Yes, adhesion contracts offer enforceability via the Uniform Commercial Code (UCC) . However, a few states, districts, and jurisdictions do not recognize the UCC, which means that adhesion contracts are invalid.
The general heuristic is that an adhesion contract is legal unless the signer finds it unreasonable. Business owners and signing parties should discuss the legality in contracts with business lawyers before entering into an executed agreement that is non-negotiable or amendable.
Here are six signs that an adhesion contract may be unenforceable:
- Sign 1 . Severe disparity in leverage between contract parties
- Sign 2 . Use of non-sensical language or terms
- Sign 3 . Exploitation of vulnerable people
- Sign 4 . Overly burdensome terms and conditions
- Sign 5 . Doesn’t meet the signers reasonable expectations
- Sign 6 . Serves as a violation of public policy
The UCC has guidelines that govern adhesion contracts for selling goods and services. On the other hand, adhesion contract clauses are examined more closely under state laws, and interpretation is subject to the rules there. The probability of a favorable outcome during a dispute largely rests on the facts and circumstances of the situation.
Where to Get Help with Adhesion Contracts
Adhesion contracts can be powerful but risky agreements, and their enforceability is contingent upon the proportionality and reasonableness of the contracting parties’ obligations. The circumstances surrounding the contract’s execution and all other pertinent circumstantial elements are critical considerations. Business lawyers in your state can protect your legal rights and help you navigate the complexities surrounding adhesion contracts.
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