Ahoy, SLA boffins!

JC Dill jcdill.lists at gmail.com
Thu Jul 30 06:59:39 UTC 2009

Stephen Sprunk wrote:
> Read your contract closely and you'll find that, except for an explicit
> SLA clause (which will cost you extra), they make no guarantee that the
> circuit will work at all and you'll still owe them money.  

I am not a lawyer.  However, over the years many lawyers have told me 
you can't have a legally enforcible contract that says (in essence) you 
owe me money even if I give you absolutely nothing in exchange (or visa 
versa).  A legally enforcible contract must *always* have an exchange of 
consideration - I give you something (money, labor, tangible property, 
intangible property) in exchange for something you give me. 

Many businesses try this type of crap all the time, but (according to 
the above mentioned lawyers) it's not worth the paper it is written on.  
They make these clauses hoping the other party doesn't know their 
rights.  However, contract law (e.g. the UCC) trumps unenforcible and 
illegal clauses in your contracts (this is why we *have* civil laws 
regarding civil contracts, otherwise there would be no point in civil 
laws at all).  But please don't take my word for it, ask your own lawyer 
to review your contract and give you an opinion about the legality and 
enforceability of clauses of this type, in your particular contract.


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