Special Rules of Interpreting Contracts (Lesson 5.4) Flashcards
What is an adhesion contract?
A standard form contract in which essential terms are imposed by one party, and the other party has no power to negotiate (e.g., employment contracts).
What is a contract by mutual agreement?
A contract where both parties have the power to negotiate and mutually agree on terms.
What is a consumer contract?
A contract where a human being buys a good or service for personal, domestic, or non-business use from a professional seller.
Who is considered the weaker party in a consumer contract?
The consumer is the weaker party; the seller is the stronger party.
How are ambiguous clauses interpreted in Quebec civil law?
In favour of the adhering party (usually the weaker party), and against the party who drafted the clause.
What happens if a clause in a consumer or adhesion contract is illegible or incomprehensible?
It is null if it is detrimental to the weaker party.
What is a defense for the party who drafted the illegible clause?
They must prove they clearly explained the clause to the weaker party in advance.
What are examples of illegible or incomprehensible clauses?
Tiny font
Sloppy handwritten changes
Illogical language copied from various sources
What is an abusive clause?
A clause that is excessively or unreasonably detrimental to the consumer or adhering party, and that deviates from industry norms.
What can a court do with an abusive clause?
Declare it null or reduce the obligation arising from it.
Is every harsh clause abusive?
No — a clause must be unreasonable, excessive, and outside industry norms to be considered abusive.
