

"I never agreed to that. Here's what I signed." - kmfrk
http://www.reddit.com/r/YouShouldKnow/comments/ev9k8/10_tips_before_you_sign_a_housing_rental/c1b9973

======
aaronsw
[Since reddit is under severe load, here's the actual text...]

ZorbaTHut 319 points 1 day ago

> A contract is a two-way agreement, so if you see terms in there that you're
> uncomfortable about, you can black them out.

This isn't even a housing thing, this is just a global thing. I don't think
I've ever signed an employment contract without modifying it. I've never had
my employer mention it afterwards.

Excessive non-compete clause? Bam, gone. Clause that conflicts with a verbal
agreement I had with the producer? Bam, gone. Cross out some bits, write notes
in the margin, make little arrows pointing at what you crossed out with your
initials, sign it, photocopy it, turn it in with your employment paperwork,
keep the photocopy.

"Your Honor, our ex-employee should go to ultrajail for breaching our
horrifying non-compete clause, and also owes us a billion dollars for Section
7 of his employment paperwork."

"I never agreed to that. Here's what I signed."

"Well, fuck."

[And then this reply seems very helpful...]

OriginalStomper 157 points 6 hours ago

I am a lawyer familiar with contract law, though not an employment lawyer. You
and sporkus are both correct (at least under Texas law and most other US
jurisdictions): it is not a binding contract until both parties agree to all
the changes.

Until the original agrees (by initialing the changes or at least signing the
agreement after your changes are made), the marked-up document is merely a
counter-offer. However, that means the employer has nothing to enforce against
you. Texas is an "employment at will" state, and here 99% of the time an
employment contract was the employer's idea, for the employer's purposes, with
little or no actual benefit to the employee. The employee usually comes out
ahead if the entire contract is unenforceable, or even if just the harshest
clauses are deleted.

Protip: while you are at it, also delete arbitration clauses. Completely and
whenever possible. The individual/employee will almost never win in
arbitration, unless the arbitration is conducted under a collective bargaining
agreement negotiated by a union. If there's even the hint of an arbitration
clause in your contract (ANY kind of contract, not just employment contracts),
then it does not matter how well you edited the rest of the agreement, because
arbitrators are free to be arbitrary. They are not legally required to follow
the contract -- they can do whatever they think is "fair." Strangely enough,
"fair" will almost always favor the employer or other repeat customer for the
arbitrator. Because, see, the arbitrators are in the business of arbitrating
disputes. If no one chooses them to arbitrate, then they have to find a real
job.

~~~
boredguy8
Them paying you after your modifications is sufficient (in most cases) to
constitute agreement. "Meeting of the minds" is not really a legal practice
today. The employer was objectively given notification of the modifications
and objectively paid the employee, constituting acceptance of the agreement.
Obviously no such case is open-and-close, but the modifications are probably
on fairly solid ground.

~~~
flipbrad
my Tort tutor (admittedly not a contract tutor, but...) boasted to the class
about signing up for a blockbuster video rental card, handing in a signed T&Cs
slip instore with the late fees clause blacked out. The acceptance of the slip
(putting it in a drawer) made that the contract; then commencement of trade
between the parties evidenced it. How he laughed, he says, when they pulled
out his file to wave it at him, trying to get him to pay a fine.

~~~
tptacek
This doesn't sound credible. It's based on the idea that a clerk at
Blockbuster can accept changes to contract language. A similar story could go,
"my Tort tutor added language to the rental contract that demanded Blockbuster
pay me $100 every time I didn't like a movie; how he laughed, he said, when he
demanded his payment after renting Marmaduke".

I'm obviously not a lawyer but this seems to have more to do with there being
_no valid contract to enforce_ than about him secretly modifying the language
of the contract.

~~~
boredguy8
I explain the difference below: "You couldn't sneak in a clause saying 'I get
a 100% pay increase annually' -- in this case, they're the party being bound
so would need some indication of assent beyond just a paycheck." Similarly,
the clause you identify means that Blockbuster is now the party that is bound.
Renting you a movie with that clause isn't sufficient proof of acceptance,
especially because there's no consideration that Blockbuster receives in
return.

~~~
tptacek
That makes sense, and it's kind of a moot point, right; either way,
Blockbuster isn't in a strong position to enforce a fine, and can simply
refuse to rent to you again.

~~~
randallsquared
Right, but then they'll hit your credit report, and you'll have to spend far
more time than it's worth (at the least) to fix it.

------
cwp
I've done this with just about every employment agreement I've ever signed,
and never had a problem. One time, the company I worked for was acquired by
IBM and I refused to sign their intellectual property agreement. The HR guy
said if I didn't sign it, I wouldn't get paid. I told him that if they didn't
pay me, I wouldn't do any work. The next day they came back with a more
reasonable agreement, but it was too late. I had already found another job.

~~~
casperc
Admittedly I have only signed one "real" employment contract, but it was sent
to me in two signed copies of which one was to be sent back. So making the
changes and then having them accept the changes by signing afterwards isn't
really possible.

Did you make your employer aware of the changes openly?

Edit: I mean, I could sign their copy, take a photocopy of my own and send it
back to them, but at no point would they be accepting my changes.

~~~
cwp
Oh, I was definitely open about it. Usually I'd be signing in person, so I'd
just say, "hey, I can't agree to this, and here's why," and then we'd mark up
the contract together. I think I once sent an email with my objections, then
edited the contract before I printed and signed it.

The actual mechanics aren't that important, though. The point is to actively
negotiate the agreement. Usually, employment agreements are cooked up by
lawyers that do everything they can think of to protect the interests of their
clients. That doesn't mean that they're sacrosanct.

If the company is putting a contract in front of you, they've already decided
to hire you. They've already put a lot of effort into the hiring process and
they won't want to throw that away over a few clauses that they may not be
able to enforce anyway.

So read the contract, and if there's something you don't like, say so. Get it
removed. It's usually that easy.

------
darksaga
Most non-compete contracts are about as valid as the paper they're written on.
I've signed a lot in my time and have only been brought into court once. The
judge laughed at the company and asked them if they were going to pay my
salary for the next 12 months I would be out of work if they wanted to enforce
the non-compete contract. Needless to say, The company dropped their case and
I still got a hefty severance check.

Companies can't keep you from being gainfully employed, even if it's with a
competitor in your same industry. This means most employment/non-compete
contracts are essentially non-binding agreements. I've never heard of someone
getting sued and losing trying to break an employment contract, it just
doesn't happen.

~~~
tptacek
It happens for customer-facing people; what you're really observing is that
it's hard to construct an enforceable noncompete for an engineer.

More relevant to HN founders is the question of whether a noncompete would
enable your company to kill any overlapping company you might find in its
cradle. That's not as clear cut as employment law.

------
jf
Another good anecdote along those lines:
<http://www.metafilter.com/47719/unite-and-take-over#1147083>

------
stevanl
Cached version:
[http://www.reddit.com.nyud.net/r/YouShouldKnow/comments/ev9k...](http://www.reddit.com.nyud.net/r/YouShouldKnow/comments/ev9k8/10_tips_before_you_sign_a_housing_rental/c1b9973)

------
calloc
It seems the traffic Hacker News is sending Reddit is causing it to topple!

~~~
lwat
This is very standard for this time of day on Reddit unfortunately.

~~~
calloc
And as a developer I understand that with the dynamic nature of Reddit that
eventually throwing hardware at the problem won't fix it.

It still saddens me, and as a Reddit Gold member I hope that soon they are
able to hire more people to more carefully look over the code and optimise it.

~~~
lwat
I wonder what the bottleneck is? Is it Cassandra?

------
tedunangst
Most underrated comment: "I laughed at your Perry Mason moment before the
judge." That fantasy never gets old.

------
ciupicri
Are these contracts really valid? I thought that a contract needs to be ultra
squeaky clean without any typos, crossed out words and so on.

~~~
veb
Anything is technically a contract when signed by both parties... right?

~~~
flipbrad
even if you didn't read it, in the UK at least (L'estrange v Graucob, IIRC).

Mind you, EU law (and hence, UK law) might strike out some terms as unfair.
And public policy is also grounds for certain (extreme) contracts to be
outlawed - for slavery, for example.

~~~
rmc
In some areas "public good" can override things aswell

------
huhtenberg
Wouldn't a company need to explicitly confirm such changes (say by initialing)
for them to become effective?

The way I read it is that he's basically hoping that his scratch-outs will go
unnoticed when the company brings him on board. That's simply because no
reasonable company will accept an employment contract with NDA clause stricken
out by a prospective employee. The only way this can happen is by an
oversight, and that's what he appears to be exploiting.

On the other hand, I did have my own contract amended at my request to list
and acknowledge by participation in a number of my past projects, open source
and not. They did not require a code escrow, nor the detailed description, so
something like "p2p communication system" gave me a carte blanche for doing
anything with p2p in it and keeping it all to myself.

~~~
mikeryan
No he's expecting the signing party to read the blacked out parts and either
agree to them (by signing) or not agree to them, by countering back.

I black line and edit contracts regularly. Usually not on printed contracts
with notes in the margins but with Word Docs with "Track Changes" turned on. I
then return it (unsigned) with an email explaining my changes. They then
either accept the new contract and sign or return it with their revisions and
we go back and forth until we're happy.

I'm always surprised by the number of people who don't negotiate language. I
was told once that a company only pays invoices in 60 days. I changed that to
30 on my contract and they didn't even blink.

------
smarterchild
It's too bad this doesn't work on a cell phone contract.

