Why do agreements contain clauses already covered by the law? Many times, lawyers include clauses in a contract that is already covered by the law. For example recently, a customer's lawyer wanted to add a clause to our service agreement that in summary says &quot;we will comply with data protection laws, anti-bribery laws, etc.&quot; Our contract is not above the law and we, as a service or product supplier, already have the obligation to comply with these laws. Why the need to add them to the contract ?
When your company breaks a law, then that's first and foremost a matter between your company and the legal authorities. Your company might have to pay a fine to the government, you might lose some licenses, a couple people might even go to prison, etc.. But none of that benefits your customer in any material way. But when they put your obligations to comply with the law in the contract, then they have a much easier time to hold you liable for any damages they had because your company broke the law.
The general rule is that you must comply with all laws. The first thing that means is that you are required to know what the law is, thus ignorance of the law is not a defense for not complying. There are some special circumstances regarding notice, so a law must have been published. Second, whatever the law requires you to do, you have to do it, regardless of any difficulty you might encounter (e.g. you have to pay your taxes even if you don't have enough money). Suppose that a law is so onerous that it is literally impossible to obey it: you still have to obey the law. You have to file a lawsuit against the government challenging the constitutionality of the law, to get the law overturned. Frequently, more requirements are imposed on businesses than on individuals, but there is no legal difference between impositions on individuals and impositions on businesses in terms of laws being difficult to comply with.
One of the conditions for a contract to be enforceable is that its undertakings must be legal. This would mean that you cannot, contractually, be indemnified for murder - at least, not in any jurisdiction where homicide is illegal.
The court's job is to resolve the dispute. The parties are in court specifically because there isn't agreement on what the terms of the contract were or even if there is a contract at all. If one of the parties contends that there is no contract then the court will have to determine if there is or isn't. Even if both parties agree there is a contract the court will need to satisfy itself that there is. This is a jurisdictional matter; in the absence of a contract the court can't make a ruling. Having decided there is a contract, there is something about the contract they don't agree on - if they agree then why are they in court? Each party will state their position on the dispute and provide evidence that supports that position. The court will decide based on the evidence and on the balance of probabilities which version is more correct. It is a given that the parties are in dispute about the exact terms of the contract, whether this was because of an initial misunderstanding, someone didn't read it or someone saw an opportunity to screw someone else doesn't matter. The court will decide what it thinks the parties thought (or should have thought) at the time on the basis of the evidence and the law.
The formation of a contract occurs at the point where an offer is made and accepted by a person to whom it was made. The acceptance must be in reliance of the offer - if you don’t know the offer has been made you cannot accept it because you lack the intent to create a legal obligation. The reward for the lost dog is the textbook example. A real example is R v Clarke (1927) 40 CLR 227 in the High Court of Australia.
A severability clause means that any clause in the contract which is itself illegal, or which would make the contract illegal, or otherwise cannot be enforced according to the relevant law, is instead excluded from the contract as if it didn't exist. This is an extremely common clause, especially where the contract is used in the same form across multiple jurisdictions. The law of these jurisdictions may differ e.g. in the ability for consumers to opt out of class action against harmful effects or for companies to provide no guarantee of longevity in a product. This clause does not change the prerequisites, requirements, rights or obligations under the contract. The conditions must still be met for the remaining terms to have force.
A business must be incorporated for a legal purpose (reason), and that reason must be stated when the business is registered; but that purpose can be to be incorporated and exist as a business. It's common for businesses to be registered &quot;for the purpose of conducting lawful business.&quot;
Simply being confusing is not enough to make a contract unenforceable. The law generally operates on the premise that people can understand statutes, regulations and contracts, and that if they don't understand a contract, they won't agree to it. Therefore, if they agreed, they understood: this is a fundamental premise of contract law. However, there are a couple of loopholes, &quot;unconscionability&quot; and &quot;public policy&quot;, which could provide an escape. In the proposed scenario, we would assume that there is a huge difference in bargaining power between the customer and company, that some term is unfair (a highly subjective matter reduced to expressions like &quot;shocks the conscience&quot;), and the language of the contract is clearly confusing. &quot;Public policy&quot; generally involves a requirement in a contract that is statutorily prohibited: either the required action is itself illegal, or the law has banned any such clauses in a contract (very commonly, residential leases are statutorily prohibited from including clauses waiving statutory protections of rights). I think that if a contract for some internet thing (e.g. an ISP) had a clause that &quot;unahitaji kukulipa $1 kwa kila siku unayotumia huduma zetu&quot; (you must pay $1 for every day you use the service) that this is not a shocking price, so the contract would be enforceable, even if it ought to be a bit confusing.