contract-law lawyer legal-concepts
Can a company change its contract only for a specific person?
<p>If a rich man is doing business with a company and they want him to sign a contract, can they present him with a different contract than the one they give to other customers to try and take advantage of him? (And this contract they presented him contains unacceptable conditions.)</p>

<p>I am asking because some contract papers are very long and would take hours to read. </p>

<p>And if a contract contains some ridiculously unacceptable conditions, then are the chances of the person who signed the contract winning in the court high?</p>

<p>Excluding "ridiculously unacceptable conditions", it is legal to have "non-uniform" contract terms (where a company treats different classes of individuals differently), provided that the basis for distinction is not statutorily prohibited (race, religion, age, sex... depending on jurisdiction). There is a extremely slim chance that apparently legal income-discrimination can be a proxy for another form of illegal discrimination. However, "ridiculously unacceptable conditions" are unlikely to be found to be enforceable, regardless of any demographic properties associated with the condition. E.g. a clause requiring the surrender of a first-born female child would be unenforceable as "unconscionable".</p>

<p>The specific circumstances surrounding such a finding by the court can't easily be summarized, since it relies heavily on prior case law, statutes, and legislative declarations. The underlying premise behind using the doctrine of unconsionability in such a case is that the clause in question is not something that a reasonable person would agree to, but they have no power to disagree. In the US, the case  <a href="https://en.wikipedia.org/wiki/Williams_v._Walker-Thomas_Furniture_Co." rel="nofollow noreferrer">Williams v. Walker-Thomas Furniture</a> is the leading case on this view. The clause in question was about a payment plan for furniture and the condition that no furniture could be paid off until all of it was. The consequence of the clause was that all of the furniture could be repossessed if any payment was missed, regardless of how much had already been paid. Various factors went into the court's ruling (that the condition was unenforceable), such as "absence of meaningful choice", "terms which are unreasonably favorable to the other party", :gross inequality of bargaining power".</p>

<p>In the circumstance that you allude to, it is not obvious that the courts would follow Williams in making their ruling – it would depend on the extent to which one could reasonable conclude that the customer understood and freely accepted the term. There are upper limits on what a court can enforce, so a contract requiring a party to commit suicide would be utterly unenforceable (in most countries), and a contract requiring a party to break the law would be likewise.</p>

<blockquote>
  <p>can they present him with a different contract than the one they give to other customers to try and take advantage of him?</p>
</blockquote>

<p>Yes, since that type of discrimination is not outlawed.</p>

<p>Being wealthy is not considered a protected category in the Civil Rights Act (or its equivalent in other countries). The company only needs to be able to prove that the wealthy customer knew or should have known the terms of the contract he and the company entered.</p>

<blockquote>
  <p>And if a contract contains some ridiculously unacceptable conditions, then are the chances of the person who signed the contract winning in the court high?</p>
</blockquote>

<p>If the customer <em>knowingly and willfully</em> accepted the conditions, it will be difficult for him to persuade a court (and I specifically mean an <em>honest</em> court) that those were "ridiculously unacceptable".</p>

<p>A contract would be null and void, though, to the extent that it violates the law. Likewise, the contract is voidable by a party if he was coerced or fraudulently induced to enter it. Absent these circumstances, the party would be found in <em>breach of contract</em>.</p>

<blockquote>
  <p>And if a contract contains some ridiculously unacceptable conditions, then are the chances of the person who signed the contract winning in the court high?</p>
</blockquote>

<p>In the UK, at least, the odds of the company winning are very low. A contract is a "meeting of minds"; it only exists if both parties understand the same thing. If they don't then there is no contract. As a result, a contract containing harsh or unusual conditions needs to have those conditions made particularly prominent. The precedent for this was set in <a href="https://en.wikipedia.org/wiki/Interfoto_Picture_Library_Ltd_v_Stiletto_Visual_Programmes_Ltd" rel="nofollow noreferrer">Interfoto Picture Library vs Stiletto Visual Programmes Ltd</a>. In brief, Interfoto lent pictures to Stiletto. On the back of the invoice (which nobody at Stiletto actually read) were very high charges for late returns, as a result of which Stiletto wound up owing over £3,700 in 1988. Interfoto lost because they had not given Stiletto a clear notice of their charges, so Stiletto were not deemed to have agreed to them.</p>

<blockquote>
  <p>[...] a different contract than the one they give to other customers to try and take advantage of him?</p>
</blockquote>

<p>If they do this openly, saying "Here is our Premium Gold Contract for our special customers, please note the penalty charges on page 3" then no problem. If on the other hand they proffer a document which looks like their normal T&amp;Cs but has something expensive hidden in the middle then I don't think any court in the UK will enforce it.</p>
