“Don’t Worry, It’s A Standard Contract”

DON’T WORRY, IT’S A STANDARD CONTRACT

Recently, after having found the perfect premises for our new office, we were given a thick set of documents (the Tenancy Agreement together with all the “standard” terms and conditions) and were told, “Can you please sign here, here and here?”

As lawyers, it was an occupational hazard that we just had to go through all the documents and the small fine print.

Given that it was late in the afternoon, the estate agent seemed anxious to “seal the deal” and said, “Don’t worry, this is a standard contract. All the tenants sign the same documents.” we smiled and continued reading…

Question to ask yourself: “How often have we “signed” documents without knowing the terms and conditions?”

If your reply is, “This doesn’t apply to me. I don’t sign agreements often, “would you be surprised to know that the average person signs around 12 agreements daily? This includes everything from contracts with your mobile service provider to membership forms for the gym. So, if you think you don’t sign agreements often, you will be surprised to know that most of us, signing agreements without knowing that we have done so, probably happens daily.

The term “signing documents” includes the apparent act of having your physical signature imprinted on a written document. It also includes situations when you click on the “I AGREE” or “I ACCEPT” box.

 

What are the implications of your actions?

When you sign a document, you legally agree to the terms within. By clicking on an “I AGREE” or “I ACCEPT” box, you legally agree to the terms. By doing either, you are giving up some legal rights. For example, if you sign a contract and then change your mind, you may be unable to get out of the contract without facing legal ramifications. Similarly, if you click on an “I AGREE” or “I ACCEPT” box, you agree that you have read and understood the terms and that you are legally bound to them.

 

“But that’s not fair!”

 

Unfortunate, but true!

Is there any way out of it?

Contracts are legally binding agreements between parties. There are some situations where a contract may not be enforceable even if it was signed.

 

The following are some of the everyday situations in which a contract may not be enforceable:-

  • Illegal Contracts – An illegal contract is prohibited by law.
  • Unconscionable Contracts – The contract is so unfair that it would be against public policy to enforce it.
  • Exclusion Clauses – Exclusion clauses can render a contract unenforceable if they are unreasonable. Exclusion clauses seek to absolve one party of all or part of their responsibilities and are generally considered unfair by courts.
  • Induced Contracts – Induced contracts are not typically enforceable in court. One party may have been coerced or misled into entering the agreement. The most common example of an induced contract is based on misrepresentation.

So what should we do? Well, it’s probably okay to let it go for minor matters. However, for more significant transactions, it is crucial to read and understand all the terms and conditions you agree to.  By reading the agreement, you might find some onerous clauses slipped into the “standard” agreement. In such situations, you may wish to negotiate with the other party to delete or amend the particular clause.

BASIC ACTION TIPS

  • Read the whole agreement – every clause in the agreement.
  • Do you understand what you are reading? If not, ask someone.
  • Is the clause acceptable to you? If not, try to get it deleted or amended.
  • If you don’t understand or the other party refuses to delete or amend the clause, don’t sign the agreement. Get proper advice before signing.

Speak with us over video consultation via Lawyer Anywhere for any help in reviewing a “standard contract”.

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Susan Tan

Senior Legal Executive

Qualifications:

With more than 10 years of experience in the financial industry, Susan Tan, who joined us from one of the leading corporate and investment banks in Singapore, provides invaluable expertise and knowledge in corporate secretarial.

She is conversant and familiar with the local regulations and requirements for business entities in Singapore.

As a member of our team, Susan is responsible for maintaining and updating the Company’s statutory registers and records, filing all necessary documents and forms with the Accounting & Corporate Regulatory Authority (ACRA), Ad-hoc assignments such as allotment and transfer of shares, amendment of Company’s Constitution and submission of Annual Return to ACRA.

Apart from corporate secretarial work, Susan has considerable experience and expertise in compliance advisory matters, making her a valuable member of our firm.