contract-law
Can information from a company policy document be enforceable as a contract clause
<p>Background: I'm leaving a position I've had for 8 months. HR informed me that there is a relocation clawback clause in my contract. I knew nothing of any clawback clause. I checked my contract and there is no such clause. HR then informed me that it was in my job offer letter. I checked my offer letter, but there is no such clause. HR then informed me that it is in the relocation policy referenced in my offer letter. The policy is referenced in my offer letter as relocation benefits, and the document does have a clawback section. I had no reason to read that policy document because HR had already presented all the benefits to me. It seems unfair that they can hide an important clause in this fashion.
Questions: Is it legally binding when they hide a clause this way? Is it possible for me to fight it?</p>

<blockquote>
  <p>Is it legally binding when they hide a clause this way? Is it possible for me to fight it?</p>
</blockquote>

<p>The issue boils down to whether you knew or <em>reasonably should have known</em> about the clawback provision. In the negative, then the clawback provision fails the utmost essential condition in <em>contract law</em> that an agreement between the parties be entered <em>knowingly</em>.</p>

<p>Two important items are</p>

<ol>
<li><p>whether you signed the offer letter; and</p></li>
<li><p>whether your contract can be reasonably construed as an agreement that is separate from, preceded by, and supersedes, the offer letter.</p></li>
</ol>

<p>If the answers to items 1. and 2. are "no" and "yes", respectively, then the clawback is unenforceable. Otherwise, you will need to dig in the particularities of your case.</p>

<p>Note that HR's mere presentation to you of "all the benefits" is not necessarily tantamount to you "<em>ha[ving] no reason to read that policy document</em>". That is why your argument(s) should focus on whether the clawback provision is so hidden that it <em>de facto</em> contravenes the contract law <em>covenant of good faith and fair dealing</em>.</p>

<h2>The contract killed the offer</h2>

<p>Under the <a href="https://en.m.wikipedia.org/wiki/Parol_evidence_rule" rel="nofollow noreferrer">parol evidence rule</a> “extrinsic evidence is inadmissible to vary a written contract”. A written contract is complete except for obligations at law or such things as are obviously necessary to give effect to the contract.</p>

<p>A policy referred to in the offer but omitted by the contract is not part of the contract.</p>
