corporate-law consent
Can a contract signed as an act of submission rather than consent be considered invalid?
<p>Please consider the following situation:</p>

<ul>
<li>A (USA) company makes an offer to a (UK) individual.  </li>
<li>The company purchases an inbound ticket for the individual.  </li>
<li>The individual arrives.</li>
<li>The individual does not have enough money to purchase an outbound ticket.  </li>
<li>The company has agreed to pay the individual.  </li>
<li>The company now insists that a freshly presented contract (which absolutely fails to honour the offer) must be signed in order for the money to be released.  </li>
<li>The individual is left with the decision -- to either sign the dishonourable contract and release the funds, or remain in the USA illegally.  </li>
<li>The individual signs the contract, purchases a plane ticket and leaves the country.</li>
</ul>

<p>The company has demonstrably exploited the situation of the individual in order to coerce signing a contract.</p>

<p>Subsequently the individual wishes to force the company by law to honour the original agreement (which is from the President in writing (email)).</p>

<p>In a normal situation the signing of the contract would void any prior agreement, and the individual loses their claim.</p>

<p>But does that still apply in this situation?  Or does the individual have legal recourse?</p>

<blockquote>
  <p>does the individual have legal recourse?</p>
</blockquote>

<p>Not really, as I explain below. In reaching this conclusion, I'm assuming that this question is a follow up of <a href="https://law.stackexchange.com/questions/49777/can-a-us-company-be-sued-for-failing-to-honour-equity-component-of-offer-of-enga/">your previous one</a>.</p>

<blockquote>
  <p>Can a contract signed as an act of submission rather than consent be considered invalid?</p>
</blockquote>

<p>Contracts entered under duress or coercion are voidable by the coerced party. However, not every imbalance of [parties'] power amounts to coercion. Coercion/duress refers to circumstances over which the victim could not have realistically prevailed. See <a href="https://www.fbcoverup.com/docs/library/1981-Restatement-Second-of-Contracts-1981.pdf" rel="nofollow noreferrer"><em>Restatement (Second) of Contracts</a> at § 174-177</em>.</p>

<p>The timing of the events is relevant for ascertaining whether signing the contract was the result of <em>coercion</em> rather than the individual's <em>reliance</em> on the company's misrepresentations. Coercion and reliance exclude each other.</p>

<p>The last bullet point in this question ("<em>The individual signs the contract, purchases a plane ticket and leaves the country</em>") gives the impression of immediacy toward the individual's intent to avert a situation of unauthorized stay in the US (given the bullet point that precedes it). That in itself would support a finding of coercion.</p>

<p>The problem is that the immediacy as portrayed in the aforementioned excerpt is inconsistent with <a href="https://law.stackexchange.com/questions/49777/can-a-us-company-be-sued-for-failing-to-honour-equity-component-of-offer-of-enga/">your previous question</a> stating that "<em>[o]ver the next 18 months [from signing the interim contract], the individual continues to develop the core technology</em>" (brackets added for clarity, based on the 2nd bullet point in your previous question: "<em>presenting instead an interim contract which the individual signs</em>").</p>

<p>The individual's continued work at/for the company conveys that the individual either relied on the company or took risks. Both scenarios weaken the argument of <em>coercion</em>, and consequently would defeat the individual's efforts to void the signed contract. It is quite predictable that the company would advance (and prove) that argument in court.</p>
