Hacker News Reader

Comment by kjs3 | Hacker News Reader

I think every single one of my attorneys over the years has made it clear that if something is in the contract/license/etc, you absolutely have to assume it will be enforced, to the letter. No matter how stupid, no matter how unlikely. If it's written down, it was written down for a reason.

One of the worst mistakes you can make in life is believing anyone who says things like "oh, that's just boilerplate...we'd never act on it" or "don't worry, we would never enforce that" or similar. That's someone who is deliberately setting you up to get screwed.

View on HN

My favorite response to that kind of comment (“we would never enforce that”) is to say: “well, perfect, then it doesn’t need to be in the contract”.

If they refuse to remove it, it’s because they want to retain the right to enforce it.

This is exactly right.

Indeed. My mental rule of thumb is to assume that if we're at the point of a legal argument then bridges have already been burned and neither party is inclined to do any favors to the other. Ergo, the legal language is the only language that one can depend on.

Another of my attorneys favorite saying was "contracts aren't for when everyone is happy with each other".

The only reply to those comments is "then remove it". If they won't, it ain't "just boilerplate".

Not necessarily. I recently reviewed a french work contract that included weird clauses. But after looking at the case law, it turns out they are illegal and thus void anyway if taken to court. In that case, there is no need to spend energy trying to get them removed: this may backfire and push the other party to write a new legal version that actually screws you. Sometimes it's best to accept a weird clause that you know will not hold up in court.

Wrong. Putting you in the situation where you have to go to court to defend yourself from an illegal clause is screwing you. And the assumption that just because one court say "that's wrong" automatically means the one your litigating in will too is comically bad.

The legal system isn't a computer that has deterministic outputs.

And the costs when you win can be the tens of thousands of dollars, even if you get awarded fees (which isn't guaranteed).

And when going up against an adversary with hordes of lawyers on salary, you don't want to end up in court.

This is France, it's "loser pays" territory, so you don't have the perverse incentive to enforce illegal terms through the threat of litigation.

I don't know which country you're in, but in France we have quite strict rules as to how some clauses must be structured in a work contract to be valid.

For instance an non compete clause which is not limited to a certain geographic area is invalid, period. Yet some companies apparently don't know this. They copy paste boilerplate which doesn't hold up in court.

And no court can rule against this as the supreme court has already decided what makes a non compete clause valid and it is very precise in the requirements.

Reply on news.ycombinator.com