Maybe you shouldn’t put that in your contract

| Mar 13, 2015 | Contract Disputes

Contracts are tremendously flexible legal instruments. Between two parties of reasonably equivalent bargaining power, a well-drafted contract can memorialize the goals of the parties and provide a roadmap for remedies, should one party fail to live up to the terms of their obligation.

But, there are some the limits to what can be contracted. Some businesses, sensitive to the use of online reviews, have added limits to what users, purchasers or in one case, renters, could do with online content.

An apartment complex attempted to claim by contract the copyright to any written work or photos involving any aspect of their property made by a tenant. In other words, if you reviewed the apartment on a site devoted to apartment reviews or on your own blog, you could be fined by the complex $10,000, and because they owned the copyright for your content and pictures, they could request your review be removed or your site be taken down by the internet host.

When contacted by one internet site regarding the clause, they claimed they “voided” those clauses, despite the fact that one individual had been presented with a lease, which included the clause, only days earlier.

One law professor notes these types of clauses are unethical and in some states, prohibited by the deceptive or unlawful practices act of the state statutes. In California, non-disparagement clauses are forbidden, and carry a fine of $2,500 for the party attempting to enforce such clause.

Anytime you are signing a commercial lease or other transaction, you should have your attorney review the text to ensure you are not agreeing to problematic clauses. Even if they are illegal and unenforceable, you do not want to have to expend resources having them declared such.

Arstechnica.com, “One apartment complex’s rule: You write a bad review, we fine you $10k,” Joe Mullin, March 10, 2015