The Edmond Sun

March 22, 2013

ASK A LAWYER: Adhesion contracts should be read thoroughly

By Matt Hopkins
Special to The Sun

EDMOND — EDITOR’S NOTE: This is a weekly series of columns written by attorneys at Lester, Loving & Davies law firm in Edmond.



Q: What are adhesion contracts?

A:
We recently addressed contract boilerplate provisions. Boilerplate provisions are terms that are found in every contract of similar type. They are included because we know the issues they address are applicable to the situation and we know how the terms will be interpreted. The question was whether you should read boilerplate provisions before signing contracts. The answer was yes.

Any discussion of boilerplate language leads naturally to the issue of adhesion contracts. Adhesion contracts are agreements that are non-negotiable. If you want the benefit you hope to receive from the deal, you will have to agree to the terms dictated by the other side. It is a take-it-or-leave-it proposition. Usually, the parties to an adhesion contract have significantly different negotiating power, and the terms are mandated by the stronger party.

Most contracts you encounter as a consumer are adhesion contracts. Notes and mortgages to banks, leases with apartment complexes, and contracts with your cell phone provider are all adhesion contracts. While some terms, such as interest rate, may be negotiable, most provisions are forced upon you. The powerful party to an adhesion contract is in a position to make you concede to its terms if you want to play ball.

So should you read adhesion contracts before signing? As with boilerplate language, the answer is yes. But the reason for the answer is different. Although you will be unable to change the mandated terms of an adhesion contract, you should definitely understand them before you sign. By reading them, you will know what you are getting yourself into.

I recently sat through a real estate closing in which the purchaser was an attorney. These closings normally take 30 minutes or so. But this guy wanted to read every word of every document. We were there for four hours. I was initially fairly irritated that an attorney, who knew that his bank would not change the terms, would take so much of my time. But he was right. Large sums of money were involved. It was worth his time to make sure he understood his rights and obligations. You should follow his lead and read every provision of any contract you sign — even if the attorney on the other side of the table is impatiently clicking his pen and thinking of where he really wants to be. Just ignore him and read on, brother.



MATT HOPKINS is an attorney for Lester, Loving & Davies P.C. More information is available at lldlaw.com. Send questions to questions@lldlaw.com.