At Blanchards Bailey, we understand the challenges that arise from contract disputes. When disagreements happen, our clients rely on us to provide certainty and guidance towards a sensible (and hopefully positive!) resolution. In this article, Ben Jones – Partner in our award winning Litigation and Disputes team - draws inspiration from the latest season of thought-provoking Netflix series Black Mirror and the episode "Joan is Awful," to emphasise the importance of reviewing contract terms and understanding how they are incorporated.
Be warned – if you’ve not yet seen the episode, this article contains spoilers!
In "Joan is Awful," we are taken to the near future where advanced technology leads to an online media streaming service creating lifelike simulations of viewers’ lives. Poor Joan Tait discovers that her life is being dramatised in almost real-time and streamed to millions of viewers via a TV adaptation of Joan's life, which has mysteriously appeared on the streaming platform. Joan is stunned to find out that agreed to taking part in the series by accepting the terms and conditions of fictional streaming service ‘Streamberry’ when setting up her account.
Like so many of us, Joan had just clicked ‘accept’ without reading the terms of the contract. Who can relate? Full disclosure: I’m raising my hand here – I’ve had an itunes account since 2004. Have I read the terms when they pop up on my phone screen? Not once. Do I use the button to skip to the end of my games console’s user agreement so I can get on with my game? You betcha! But do I read the contract terms when I’m taking out finance, agreeing for work to my house, buying a holiday…? 100% of the time. I’m that guy. I’ve made a car salesperson wait while I’m reading the finance agreement!
So one of the key themes that resonated with me as a litigator is the significance of contract terms and how they are incorporated upon signature. Whether you read them or not…
Just like Joan in the episode, many individuals fail to fully grasp the consequences of accepting agreements without thoroughly reviewing the terms. This lack of understanding can lead to disputes and complications. Not only that but, by signing a contract, individuals are generally deemed to have accepted its terms and will be bound by them, regardless of whether or not they have read and understood the contract's contents.
That is why my colleagues and I in Blanchards Bailey’s litigation team always stress the importance of clear and unambiguous contract language. Well-drafted contracts set expectations, define obligations, and reduce the likelihood of future conflicts.
"Joan is Awful" showcases the dangers of ignoring the fine print and blindly accepting terms. Joan's silent approval of these terms upon signature binds her to unimagined obligations and potential liabilities. This highlights the importance of understanding how terms are incorporated into a contract. Also, by failing to read contract terms it’s impossible for parties to know what their ‘side of the bargain’ is – what their obligations are, how they must perform them, how they can terminate the contract or what their remedies are in the event of a dispute arising.
It is crucial that parties to contracts are advised about the principles surrounding the incorporation of terms in contractual agreements. Whether through explicit representations between the parties, implied shared understanding between individuals, or a past course of dealings, when entering a contract it is vital to ensure that all relevant terms are properly incorporated. If a dispute arises, I often find that acceptance and incorporation of terms is often where the first battle lines are drawn! But, during the drafting process by bringing attention to crucial clauses to your attention our corporate commercial team are able to protect your interests and reduce the risk of future complications arising.
Similar to Joan’s cautionary tale (and so you don’t have to resort to the lengths she went to to clear the issue up!) I’d emphasise the vital role of carefully reviewing contract terms and understanding how they are incorporated. Clear contract terms and a comprehensive understanding of how terms are incorporated are the foundation of avoiding unnecessary complications further down the road. By taking legal advice on contract terms before signing you equip yourself with the some of the tools to prevent disputes and safeguard your interests should complications arise.
If you have any questions or would like more information on any of the above please contact Ben by email ben.jones@blanchardsbailey.co.uk or call on 01258 459361
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