One of the wisest and most common pieces of advice in
business is “Never sign anything without reading it”.
Or, better still, “Never sign anything without a good lawyer
Yet we all do – all of us – all the time. We sign, initial,
or, more and more frequently now, click all sorts of forms, receipts, waivers, disclaimers,
and acceptances of standard terms and conditions, with barely a second glance.
We often have no idea what we are signing. For all we know
we could be signing away our businesses, our homes, even our immortal souls.
That has in fact happened.
As an April Fool’s ruse (but also to highlight the futility of such documents),
an online game retailer inserted clause into its terms and conditions granting
it ownership if the customer’s immortal soul. It now owns 7,500 of them!
So why are we all so stupid? Partly it is convenience. Is
anyone really going to call his lawyer every time the postman is standing in
front of him asking for a signature on a receipt for a package?
Partly it is necessity. We know perfectly well that, if we
read standard terms and conditions properly, we would find them too favourable
to the party who drafted them, and we would be unable to sign. So we sign
without reading properly – because we want or need what is being offered too
much, and we have no option but to sign if we are to get it. If there was a
button marked “haggle”, we would click it, but we are given a straight choice
between “I agree” and “I do not agree” – and to click the latter all the time
might be prudent, but it would effectively exclude us from normal 21st
Mainly we sign because we assume that no one will take
unfair advantage. This might sound naive, but, like most assumptions, it holds
true more often than not.
Here is the Big Secret: standard terms and conditions are
often of dubious value. Lawyers who draft them put in everything they can
possibly imagine in order to cover themselves and protect their clients.
However, courts – i.e. other lawyers – are well aware of this and take it into
account. They often take a common sense approach rather than enforce the strict
letter of the law. Certainly it is always worthwhile to challenge a strict
interpretation of a standard form.
If you are negotiating a business deal, the important thing
is to be clear on the main points and put them in a letter of understanding in
plain English. That will be far more valuable than any standard form if there
is ever any dispute.