A contract – or more often, specific clauses within a contract – can be deemed “unconscionable” and therefore invalid and unenforceable. A contract or part of it is considered unconscionable if it is so one-sided or unfair that it favors one party almost exclusively at the expense of the other(s).
Certainly, no one wants to be on the wrong end of an unconscionable contract. However, it’s typically not good for the party it favors because the unfair terms likely won’t hold up in court – making them useless.
“Elements of unconscionability”
While there’s no strict legal definition of an unconscionable contract, the law does recognize “elements of unconscionability.” These include things like the following:
- An imbalance of power between/among the parties to the contract
- Confusing or deceptive clauses that are open to misinterpretation
- Use of coercion or duress to get someone to sign the contract
That last one can be more challenging to prove because it doesn’t involve language in the contract, which is codified. It involves actions, verbal threats or possibly even non-verbal threats used to coerce a party to sign a contract. It can also involve unreasonable time constraints that prevent a party from having adequate time to get a legal review of the contract or negotiate the terms.
Any of these can also be the case with prenuptial agreements, which are contracts, when a couple divorces. One spouse may allege that they were pressured by their partner or that partner’s family to sign or that they were presented with a prenup just days before the wedding.
When the parties to a contract have experienced legal guidance in writing, negotiating and reviewing a contract, it’s far less likely to include any elements of unconscionability. That is to everyone’s benefit because it will help the business relationship and the specific services or work addressed proceed as smoothly as possible.