Quirky Contractual Clauses

With the exception of certain clauses which are illegal and unenforceable, both you and your clients can include whatever clauses you like in your contracts. This often gives rise to some strange and unusual terms. Today’s blog looks at the types of clauses which you may not be able to rely upon in court, and some which we think are just plain odd!

  1. Excluding liability for death or personal injury

You have probably seen signs which exclude liability for loss or damage, for example when you park in a car park, but less common are ones which exclude liability if you are injured. These clauses are rarely used as they are in fact contrary to the Unfair Contract Terms Act 1977. This Act prevents a person from restricting his/her liability for death or personal injury resulting from negligence and attempts to do so will not stand up in court.

  1. Essential terms must be clear

Where certain terms of the contract such as price or important dates are missing or if there is a significant ambiguity in these terms, the terms may not be enforceable. A contract cannot be said to be complete if the essential terms and conditions were unclear. It would be to your advantage to ensure that the contracts you use are clear and the wording is unambiguous in order to be able to rely upon them.

Remember also that a poorly drafted contract term, if ambiguous, will be decided in favour of the party who did not draft it (this is the Contra Proferentem rule or “interpretation against the draftsman”).

  1. Weird and Wonderful Clauses

Working with contracts, you occasionally come across an unusual clause which you have to read again.   One of my favourites was a force majeure clause which rendered the contract void in the event of a Zombie apocalypse.

A couple of famous examples:

  • A conveyancing agreement which stated that “such provision shall continue only until 21 years after the last survivor of the now living descendants of Elizabeth II Queen of England”
  • A rental agreement for an apartment which stated that “In case the Messiah will come, the tenants will vacate the apartment within 14 days of his coming”
  • Michael Jordan famously insisted that his contract with the Chicago Bulls had a “love of the game” clause which explicitly allowed him to shoot hoops whenever and wherever he felt like it.

If you have any questions about contract terms or want to check an unusual term in your clients contract before you sign on the dotted line you can call our Contracts Department on 0845 881 1112.

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