Even though two parties have signed a contract and made an agreement, it does not mean that it will always be enforced. There are a number of reasons why a court may declare a contract unenforceable.
Even though the two parties do not necessarily need to have equal bargaining power, the terms of the contract cannot be so unequal as to shock the conscience. If one very sophisticated party is viewed as taking advantage of someone less well-versed, then it may be unconscionable. Similarly, when one party drafts a contract and forces it on someone else as a “take it or leave it” proposition, it may not be enforced.
Contracts will also be unenforceable when they are for an illegal purpose or against public policy. For example, two parties cannot agree to do something illegal. A landlord cannot require a tenant to waive protections of building codes. In addition, if a doctor were to ask a patient to completely sign away their right to file a malpractice lawsuit, it would likely be against public policy.
When parties sign a contract, that consent must be based on accurate facts and understandings. If one party used fraud or misrepresentation to get the other party’s signature, the contract will be voided by the court. This does not always need to be an outright falsehood. The failure to disclose material facts would also be enough for the contract to be held unenforceable.
When signing a contract, you need legal advice because every word matters. If you have signed a contract and are involved in a dispute, you should consult an attorney about how to proceed. Contact the St. Johns County business lawyer at Naples & Spence online or call us at 904.944.7429 to discuss your matter.
