Our mentors and page authors are not necessarily lawyers. Even when they are, this page is not legal advice and they are not creating a lawyer-client relationship. You should consult a professional if possible and they can tell you whether this advice applies to your situation.

The main point of contract law is that what the parties agreed on goes. There are a lot of exceptions that you'd learn about in law school. You mostly don't care about those. A contract is just an enforceable deal, "I'm required to give you X for Y." That's all.

The contract is the agreement, not the document.

That piece of paper that says “contract” at the top? That’s just a record of what the agreement was. Usually there’ll be a clause saying “this document contains the entire agreement,” so that both parties know it’s an accurate record. But if you sign something and simultaneously say “we also talked about X in exchange for Y and I didn’t see those in there,” you do have a contract for both parts.

(Lawyers are now screaming at me about the parol evidence rule. This is one of those law school exceptions you mostly don’t care about. It might mean it’s very hard to prove there was more to the contract, but you weren’t planning on going to court.)

Or you could email someone a signed document, but give the same email a paragraph saying “hey, what does this part mean; I think it was ___.” If that happens and they don’t object, your version is true.

If something seems unfair, it probably is.

You get to count on people telling the truth and not hiding things. If someone breaks a deal, they owe you your money back plus enough to find someone else. You can alter a deal if both sides agree. And so on. Contract law (as written) actually goes out of its way to protect the non-expert side of a deal more than the side that is in the business, wrote the contract, or has lawyers.

If your contract is for services, like if you hired someone to re-pave your driveway, then you probably can’t actually make them do it. No matter how badly they broke the contract, forcing people to do things isn’t really an option on the table. What you are entitled to is some amount of money to even things out. If it’s a contract for goods, like if you tried to buy some object, then you can be entitled to get that specific thing.

Knowing your rights can help you.

No one actually wants to go to small claims court over a contract argument. If you can say “We agreed on X and the law is on my side because of Y,” probably they’ll eventually fold. It helps to be right. You can skim through the Uniform Commercial Code or the Restatement (Second) of Contracts for something that looks related. (Neither of these is actually the law, but they’re pretty reliable. Every state has passed something more or less like that.)

Wait, so what's up with "I agree to the Terms of Service"? 

Yeah, those break every rule in the book. It’s a take-it-or-leave-it contract where no one bargained about it, one side can change it at any time, and the other doesn’t know what’s in it. The official stance of contract law is something like “try not to think about it,” but that’s what most of us were doing anyway.

If something in there is really unconscionable, you’d have a claim, but chances are the power of social media will act first because a ton of other people will be in the same position.

What to do if you have a contract dispute.

 Ideally, you’d talk to a lawyer. But that might only be worth it for something big enough. If you talk to a lawyer, follow their advice. If not, read the contract. What parts look like they might be relevant? What would the other side say if you confronted them with it? Did you rely on anything they told you before agreeing?
 
Once you have answers, contact them. Say “you agreed to __ and are now saying __.” You can describe why the law is on your side in terms like “I would not have agreed to the deal if you hadn’t said that.” But don’t escalate to saying “the law is on my side; see the definition of a material misrepresentation in the Restatement.” Wait until after you get their position. (Maybe they’ll deny ever having said it. You’d rather have them admit they said it but claim it doesn’t matter, and then prove they’re wrong about whether it matters.) Definitely don’t exaggerate what the law says. Don’t be that person who says “just for your information, what you are doing is a Federal crime.” Even if you’re technically right, they are not worried about the FBI coming after them and now they take everything else you say less seriously.
 
Any time you talk to someone you have a contract dispute with, try to do it in writing. This technically doesn’t matter—statements are statements, regardless of whether they’re written—but it’ll make it a lot easier to prove if you need to. For the same reason, keep all your emails and text messages!

You probably don’t want to actually sue. It can be a major headache for both sides. You have to either find a lawyer or represent yourself. And there’s always the risk that they’ll get a bigger lawyer and you’ll be outgunned. Sue only if it is actually their fault, the argument is about something that’s very important to you, and they’re refusing to concede any other way. You need all of those to be true. Don’t even bring up the threat of suing unless all of those might be true. Otherwise they’ll just think you’re bluffing. Your goal probably isn’t to stick it to those lying cheats, it’s just to get what they owe you.

Mentors

Isvari Maranwe
Isvari Maranwe
Attorney | Writer | Singer/Pianist
Nathaniel Maranwe
Nathaniel Maranwe
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Peter Daines
Peter Daines
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Ryan Torrey
Ryan Torrey
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Sam Moss
Sam Moss
International Lawyer

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