"I never agreed to that. Here's what I signed."
reddit.com
reddit.com
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.
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.
At any point that the company chooses to ensure you're in compliance with its IP terms, it can just demand you sign another contract. Employment in the US is almost entirely at-will.
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.
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.
You should always make the employeer aware of the changes. You can't just sneak some clause in there and hope they don't notice. In theory everyone should read everything before they sign anything. However you have a much stronger case if the employeer initials the changed section to show they are aware of it.
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.
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.
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.
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.
If the employer simply doesn't do anything after the employee has made the modifications and returned the document, then they really don't have a leg to stand on.
what is certain (which you said) is that you can't be sued for the term you blacked out; there's little conceivable way you can be held to have agreed to that.
what is said above about arbitration clauses seems to me to be wonderful advice. Because the above just isn't the case in front of an arbitrator. They might well decide that the fair decision is that even though you blacked out the line, you are still in the wrong - for misleading the company, breaching a very similar implied term, or else. Cut it out.
The employer is still free to fire you (employers can almost always fire someone for any non-protected reason) if they discover and don't like the changes. But even the erasure is indication that you didn't accept the offer as they originally formulated it.
People REALLY need to remember that the law is (or tries to be) pragmatic. "Magic bullets" rarely/never exist. 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.
Verbal and even implicit contracts technically have the same legal weight as anything a lawyer writes up and prints out. It's just harder to prove that the agreement took place and what the precise terms were.
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.
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.