Can a contract clause be weakened by providing a nonsensible reason for it? Company A is selling products to Company B at a highly discounted price. Part of the agreement is that Company B cannot resell the products. Consider the following clause in a contract between the two companies: Company B may not resell any products purchased from Company A at a discounted price. Now consider the same clause, but with a reason provided: In order to prevent toilets from overflowing, Company B may not resell any products purchased from Company A at a discounted price. Suppose the 2nd clause is in effect and Company B goes ahead and turns a profit by reselling the discounted products. However, no toilets overflowed as a result of this action. Is the clause weakened (harder to enforce) due to a nonsensible reason being provided? Obviously the "reason" is hypothetical, but I believe the question stays the same if you substitute anything in its place that did not occur as a result of the resale.
That would likely be treated as a preamble. These have been held in some jurisdictions to not have any weight. For example, see Sherbrooke Community Centre v. Service Employees International Union, 2002 SKQB 101: The preamble to a contract is nothing more than an introduction to that about which the parties have actually agreed. It puts the agreement into context. It describes the goals of the agreement. It speaks to what went before and the spirit in which agreement was achieved. On the other hand, it does not contain any promises. It does not contain any restrictions or commitments. It could be removed entirely without in any way altering that which was agreed to and set out in specific terms. [...] this clause in the preamble does not create or eliminate rights or obligations Granted, the introductory phrase in your hypothetical clause is not literally a preamble, but it has the same characteristics cited in the above decision: &quot;it describes the goals&quot;, &quot;it does not contain any promises&quot;, &quot;it could be removed entirely without in any way altering that which was agreed to&quot;. If you wanted the clause to only take effect if toilets overflowed, use an alternative wording, like: Company B may not resell any products purchased from Company A at a discounted price in a manner that causes toilets to overflow.
Is this even legal? Yes, it is lawful. The Ontario Tenancy Act does not seem to outlaw that type of clauses. But the clause (or lease) will be binding only if you agree to it. Also note that the clause refers to reasonable costs, which implies that those costs must be for a reasonable cause. In other words, the landlord would be barred from recovery of legal expenses if you persuade the Board that the landlord's complaint is frivolous or vexatious. Notwithstanding that the clause is lawful, I would personally discourage you from agreeing to pay the adversary's attorney fees. Note that the clause may apply in the event that neither party fully prevails, whence it is in your best interest to preclude the risk of having to reimburse the landlord in that scenario.
A contract is about risk allocation. One of the risks a contract can allocate is events outside the control of the contracting parties. For example, who is responsible if government regulations change, if it rains, if a structure collapses and if a third party does or does not do any particular thing. This does not make the contract an insurance contract or a contract for gambling. An insurance contract involves indemnification against all third parties. A gambling contract is primarily for wagering on an outcome i.e. the consideration from both parties is a bet. If you are unwilling to take the risk as allocated don't enter the contract. Now, no contract can have a penalty clause - these are unenforceable. However, being required to cover someone's actual or estimated costs is not a penalty clause.
This would be a case of mutual mistake or unintentinal ambiguity. If the circumstances make it clear what year the parties intended, particularly if it is the current year, a court would probably treat the contract as if it specified that year. If the parties' intentions could not be reasonably determined, a court might rule that there had been no meeting of minds, and so no valid contract at all.
Contracts are subordinate to the law Any clause in a contract that is unlawful is void. So, if the law compels you to disclose information then even if a contract prohibits it, disclosure is not a breach. However, in most circumstances, law enforcement officers have no power to compel disclosure - you have a right to remain silent. As such disclosure when it was requested but not required would be an actionable breach of contract. On the other hand, a judge can most certainly compel disclosure.
No Overview There is no general rule requiring a seller to determine the mental condition of a buyer. However, if a seller knows or has good reason to know that a buyer does in fact had dementia or some other mental problem, and is not or may well not be able to understand the nature of the deal or the reasons why it is or is not a good bargain, if the seller took advantage of the buyer's mental condition, then the seller may be liable. Also, if the buyer's condition is such that the buyer is deemed not to be capable of properly entering into a contract, that is the buyer lacks the capacity to contract, then the contract may well be void from teh4 start. The Video The video linked in the question shows a man confronting a salesman who, he alleges, sold two houshold doors to his mother for a total of just under 6,000 pounds UK. The son claims that it was obvious that his mother was impaired. He claims that the only problem was that one door had a broken handle and latch, which could easily be repaired for 50 pounds. He claims that the salesman falsely states that the doors were &quot;not safe&quot; without mentioning that the one with a problem could easily be repaired, and need not be replaced. He also claims that the salesman took checks in payment, in spite of the printed terms on the invoice saying that no payment was due until after installation. He says repeatedly that the salesman &quot;pressured&quot; his mother into making this purchase, and describes it as &quot;robbery&quot;. No proof is shown in the video, and no court decision is refereed to. I express no vieo as to whether the claims of the son in the video are accurate. But I do discuss situations where similar claims are accurate. Consumer Protection from Unfair Trading Regulations 2008 (UTR) It sees that a sales agent acting similarly to the one accused in the video might have committed unfair practices and thus offenses under the UTR, specifically &quot;aggressive selling&quot;, &quot;misleading statements&quot;, and &quot;misleading omissions&quot;. Under the UK Consumer Protection from Unfair Trading Regulations 2008 (UTR) regulation 3, specifically 3(3) and 3(4): (3) A commercial practice is unfair if— (a) it contravenes the requirements of professional diligence; and (b) it materially distorts or is likely to materially distort the economic behaviour of the average consumer with regard to the product. (4) A commercial practice is unfair if— (a) it is a misleading action under the provisions of regulation 5; (b) it is a misleading omission under the provisions of regulation 6; (c) it is aggressive under the provisions of regulation 7; or (d) it is listed in Schedule 1. UTR regulation 5 provides in relevant part: 5.—(1) A commercial practice is a misleading action if it satisfies the conditions in either paragraph (2) or paragraph (3). (2) A commercial practice satisfies the conditions of this paragraph— (a)if it contains false information and is therefore untruthful in relation to any of the matters in paragraph (4) or if it or its overall presentation in any way deceives or is likely to deceive the average consumer in relation to any of the matters in that paragraph, even if the information is factually correct; and (b) it causes or is likely to cause the average consumer to take a transactional decision he would not have taken otherwise UTR Regulation 7 on Aggressive commercial practices provides in relevant part: 7.—(1) A commercial practice is aggressive if, in its factual context, taking account of all of its features and circumstances— (a) it significantly impairs or is likely significantly to impair the average consumer's freedom of choice or conduct in relation to the product concerned through the use of harassment, coercion or undue influence; and (b) it thereby causes or is likely to cause him to take a transactional decision he would not have taken otherwise. (2) In determining whether a commercial practice uses harassment, coercion or undue influence account shall be taken of— ... (c) the exploitation by the trader of any specific misfortune or circumstance of such gravity as to impair the consumer's judgment, of which the trader is aware, to influence the consumer's decision with regard to the product; UTR regulation 8 provides in relevant part: 8.—(1) A trader is guilty of an offence if— (a) he knowingly or recklessly engages in a commercial practice which contravenes the requirements of professional diligence under regulation 3(3)(a); and (b) the practice materially distorts or is likely to materially distort the economic behaviour of the average consumer with regard to the product under regulation 3(3)(b). UTR schedule 1(12) describes as unfair: Making a materially inaccurate claim concerning the nature and extent of the risk to the personal security of the consumer or his family if the consumer does not purchase the product. UTR regulations 9 through 12 make unfair practices, as described in regulations 3 through 7 and schedule 1, offenses punishable by fine or imprisonment. These might well apply to the practices alleged in the video linked in the question Financial Conduct Authority A Guidance from the UK Financial Conduct Authority is available online. This seems to apply more to sales of financial products (e.g. investments) than physical goods such as doors. It is also a draft, not a final regulation. But it more specifically deals with people vulnerable due to metal issues, and might show the trend of regulation on such issues in the UK. 2.1 In our Approach to Consumers we define a vulnerable consumer as ‘someone who, due to their personal circumstances, is especially susceptible to detriment, particularly when a firm is not acting with appropriate levels of care’ (as presented in our Occasional Paper 8 on Consumer Vulnerability) ... 2.14 (g) Exposure to mis-selling – vulnerable consumers may be more likely to fall victim to pressure selling, or be provided with the wrong information about potential products or services by staff who do not understand their circumstances. People with mental health problems, for example, are more likely to have mistakenly bought a product on credit and 3 in 4 of those felt pressured into doing so. 2.15 We expect the firms we regulate to treat customers, including vulnerable customers, fairly. Our previous work has shown that not all firms treat vulnerable consumers fairly, and those consumers face a significant risk of harm. Vulnerability is, therefore, a key priority for the FCA Conclusion I have not found any UK law or regulation that requires firms or people doing general business to determine if a potential customer suffers from Alzheimer's, dementia, or any similar mental issue. However, taking advantage of people who exhibit symptoms of such problems might be found to be an unfair practice, and so lead to civil or criminal liability
How should I proceed? I am asking law friends to recommend some employment lawyers, but other than this, can I do anything else? You definitely don't need an employment lawyer for this. From a legal standpoint, the matter is very simple: If you grant their request (whether by signing or otherwise expressing your acceptance), you would be waiving any remedies currently available to you for their breach of contract. The company's attempt to override its contract with you is quite naive, but the company can always (and evidently does) try to get away with its liability nonetheless. I would not be surprised if the company subsequently tries harder to intimidate you, but that does not change your legal position &amp; merits unless you sign the waiver the company is pursuing. Asking for your post-termination availability reinforces the notion of company's poor planning and subpar management.
There is no prohibition on lying in general. Misrepresentation If you misrepresent a fact and that misrepresentation is a material inducement to someone entering into a contract with you then there are a number of problems that follow: The (mis)representation may become a term of the contract and if not complied with can allow the aggrieved party to either sue for damages or rescind the contract. If the misrepresentation led to the contract being entered into by mistake then the contract is void for mistake The misrepresentation may have become a collateral contract an innocent or negligent misstatement may give rise to the tort of negligent misstatement misrepresentation may put you in breach of trade practices statutes. Fraud If you knowingly tell a lie with the intention of receiving a benefit then this is both the tort and crime of fraud. You receiving employment or your company securing a contract probably qualifies as intending to receive a benefit.