I’m in Pennsylvania. A couple questions and a little background:
My mother owns a small business and last year signed a 1-year advertising contract with a radio station during a special for discounted rates. After six months, she wasn’t satisfied with the amount of customers brought in so stopped payment and told the station to stop running her ads. They did. She paid for each ad that was actually on the air.
The station wants payment of the difference between the discount rate and the full price.
Below the signatures on the contract is the clause:
In the event of non-performance, XXXX Broadcasting reserves the right to re-bill the Advertiser for the unearned discount of $1,395/month for the number of months the Advantage Plan actually ran.
Are clauses below the signature in a contract valid?
If so, would she have any leg to stand on since she was totally unsatisfied? There were other quibbles besides no customers; the copywriting was lousy, drafts from their marketing department were usually embarrassingly lame or cornball, they’d have to re-record a voiceover several times because the mispronounced my mother’s name and once got the phone number wrong (these never aired, but it was a hassle).
I don’t see where the advertising company breached the contract. Do you? Did they guarantee to increase her business by X%? I didn’t think so. She can sue them if she wants… anybody can sue anybody for anything… it’s just time and money.
This is a relatively recent case from a different state where the will was declared invalid because a dispositive clause was after the signature (I think): Case
But, it’s in a different state and involves wills, so I don’t know if the logic would apply.
The reason I started looking into it was because my dad stated it as a truism: nothing after the signature is valid since you could write anything on there.
I’m still curious about this as a general matter, since I thought like you, “Whatever dad, it was on the page, it’s valid.” “Look it up,” says he.
If he’s right, my mom wins. If he’s wrong, I win.
It was never discussed until the bill came in the mail months after the ads stopped running, but she did sign. It was on the contract.
She doesn’t want to sue, just wants to call it even where things stand. The station delivered six months of ads, and she paid for six months at the agreed upon price. She said stop running ads, and they did. Now they’re penalizing her for not completing the year. If they kept running ads and she didn’t pay her bills I could see that. The station didn’t complete all the terms either (120 ads per month for 12 months). They both quit in the middle.
She has a meeting with the sales rep and sales director in a week, so I was thinking I could build up a little case and try to get them to capitulate before it goes any further.
The case you cited isn’t really applicable here. The issue there was that Ohio has statute requiring all wills to be signed after everything dispositive was stated above. That was just for wills in that particular state.
Contracts aren’t necessarily the most stringent technical documents. You’d be amazed at whats been held to be valid by the courts. Never mind that oral contracts are oftentimes enforceable as well. No signature required there.
Incidentally, this is not legal advice and I’m not your attorney.
The trend is away from this mechanical approach, even in the context of wills where mechanical interpretations are more typical because because, obviously, the person who wrote it is dead and can’t say what was intended
Unlike a will, the written contract (sometimes called the “instrument”) only represents the agreement. It does not constitute the agreement. In the sale of services which can be completed in a year, a written contract isn’t even required, in Pennsylvania as I understand, or in most places in the U.S.
So the important question, is what she agreed to.
If she signed it with the clause in place, the placement of a particular clause is generally irrelevant, since no written instrument is required at all.
THIS IS NOT LEGAL ADVICE. THESE ARE THE CRAZED RAMBLINGS OF A LAW STUDENT.
BTW, you can get a half-hour consultation from an attorney through the PA Bar Attorney Referral Service for $30 so there is no earthly reason you would take my word for it. Right?
To be nitpicky, the clause gives them the right to re-bill. Doesn’t say that your mother will pay that bill.
Which is something I would say to the station manager, while trying to negotiate a settlement on this.
But morally, she does owe them some more. She agreed to buy 12 months’ worth of ads, and thereby got a discounted price. But since she changed her mind, and decided to stop at 6 months’ worth of ads, she isn’t entitled to the discounted price, but only the regular price for ads. That’s what the station is contending, and they seem to have had it right there on the contract, not concealed at all.
But it’s worth trying to negotiate with them about the amount. Especially if she was dissatisfied with the results of the ads. And if they hope to ever have her buy ads again, they may be willing to negotiate.
I’m inclined to agree with you. Mom feels ripped off whether she was or not, and this new bill is adding insult to injury. It would have to be a big spoonful of sugar to help the medicine go down.
I shall try to negotiate peacefully. I’ll also try to convince her to call an attorney beforehand. She may be less obstinate if a pro can tell her she doesn’t have legal ground to stand on.
Enough about my specific dilemma and back to my question.
I saw the statue in there, but then wondered if there was a similar one for all contracts, or in more states. It was the very first thing my dad said after he looked at the contract, “nothing below the signature is valid.” It’s such a specific thing that surely someone would address it during the general trend to move away from a mechanical approach to interpretation.
This read to me as, “sorry nonmoving party, we agree with you (on the intent of this will) but our hands are tied.” Statutes may require a mechanical reading.
Was it always common only to wills and he applied it to all contracts? Only true in a couple instances and he applied it universally? He doesn’t know where he heard it, only that it’s true (strange contract law version of an old wives’ tale?). The rule would make sense in days of yore when two people might hand write a contract and not make duplicates.
Can someone provide a case where this loophole was asserted and ruled against?
I started reading some more, and understand that written contracts aren’t required to make a deal, but the parol evidence rule seems to imply that in the event of a written contract, it does constitute the agreement.
I’m not understanding how a will can constitute an agreement, and a standard business contract can’t (are there specific definitions of the words I need to learn?).
What about stipulations in a will that make it more like an agreement, like" If and when Junior performs 20 hours of community service he receives a million dollars."
Maybe the movieland version of wills, but I can imagine vague stipulations in a will before Junior gets Daddy’s money, like “If Junior is a good person for one year he receives a million dollars, otherwise he gets nothing.” Could a court decide that it doesn’t mean anything and award him the money?
You’re mixing apples, oranges and zebras here. Probate law is different from contracts law, and both are different from level of proof needed for a summary judgment. A will is not a “contract.” It is a distribution of your assets after your death. With whom would you be contracting?
Your Junior issue is an example of a conditional provision in a will. Junior is not obligated to do anything, but if he does agree, and is “a good person” (a subjective condition ripe for litigation), it becomes a contract and the estate is obligated to pay the million. But Junior would be wise to ensure the estate has a million in it first and agree in writing with the PR (who stands in the shoes of the testator) on what exactly constitutes “a good person.”
The standard for summary judgment doesn’t apply, unless someone moved for summary judgment, which generally does not occur when a will is submitted in Probate Court. If someone disputes the validity of the will, they will tell the court why it is not valid. No motion for summary judgment would be necessary.
But you are right: the SJ standard does say that if the facts are not in dispute, the law applies. So, if the law says x, and there is no dispute that the facts, even taking said facts in light most favorable to the non-moving party, are “not x”, the law applies. Why wouldn’t it? Doesn’t much matter what was intended. If the law says a will MUST be signed at the end to be valid, and it is not, the law says it is not valid, no matter that the testator intended it to be.
Re: your mom’s contract. If that last provision was hand-written in, after she signed it and was not initialed by her as agreed-to, she may have a defense against it. But a person who signs a contract is deemed to have read and understood ALL of its provisions. The parol evidence rule states that the agreement is contained within the four corners of the written agreement, and no post-signing oral agreement matters. Also, it does not matter if the station completed its side of the contract once Mom breached it. The station was not obligated to continue to perform, once breached. However, if the laws of your Mom’s state say that a later oral agreement may modify a written contract, I may argue that the parties agreed to modify the contract. But that sounds like an uphill (costly) battle she may well lose. Good luck on settlement negotiations.
IAAL but I am not your lawyer and I do not represent you, your mother or anyone else. This is not legal advice, just discussion points from an anonymous source on the Internet. I don’t even know you people and I’m probably not licensed to practice law in your state anyway.
All due respect, but I wouldn’t take legal advice from your dad. That phrase carries about as much weight as the phrase “possession is nine-tenths of the law”, which is to say it’s always true, except when it’s not.
Generally a court will hold that if it was written on the contract when it was executed by both parties, using extrinsic evidence to answer that question if there is a difference of opinion, then it was agreed to. This “four corners” doctrine holds that the meaning of a document is derived from the entire contents as they relate to each other, not as individual statements. I wouldn’t rely on that clause being found invalid because of a questionable technicality such as this.
I am not a contract administrator, but I do work as admin in a governmental purchasing department. I’ve picked up a few things by osmosis.
*Where *you sign the contract is irrelevant - as long as all the pertinent clauses are present at signing, they’re valid. As a matter of fact, all of our contracts have the signatures on the first page after the table of contents. All modifications to contracts are signed above the modifying language. As we get audited (internally and externally) yearly, I’d say that from a contract law standpoint, it’s all kosher.
If the clause was in the contract when she signed, then it’s valid. She agreed to the terms when she signed, so essentially, too bad. That does *not *mean she can’t negotiate, of course, especially since she was not satisfied with the contractor’s performance.
I’d suggest that your mother and the contractor try to come to some agreement, either through a lesser fee for termination or perhaps continue the contract if the contractor can perform in a more satisfactory manner for the remainder of the term. Check to see if there is any language pertaining to the contractor’s responsibility for quality and/or performance guarantees.
**Don’t **just stop payment and do nothing else. That’s breach of contract and your mother would probably end up with a collection agency harassing her, or a small claims suit.
It just occurred to me that maybe your dad is thinking “nothing *added after *the signature is valid”, which is somewhat more true. If your mom and the station both executed it, shook hands, and your mom left with an original copy, then the station added language to their copy following execution, it would not bind your mom, unless she then acknowledged it by at least initialing the change. It doesn’t sound like what happened here, but maybe it’s what your dad meant to say.
Given the nature of the issue, I’m going to put the disclaimer first.
I am not your lawyer. Nothing written here is intended, or should be inferred, to give rise to an attorney-client relationship. Do not rely on anything written here when evaluating any claims or defenses you might have. This is not legal advice; this is just anonymous chat.
You are asking a very specific set of legal questions, the answers to which will depend very much on a thorough examination of the particular facts of your case. Contract law is nitpicky; every rule has an exception, and often there are then exceptions to the exception.
Without a level of personal knowledge of the facts that’s just not obtainable over a message board, it will be extremely difficult for a lawyer to say responsibly whether your situation is governed by a particular rule or by an exception thereto. Furthermore, a more thorough knowledge of the facts might reveal the existence of a totally different claim or defense not apparent from your original message.
I’m not saying any of this to be critical. You’re trying to be helpful and proactive, and the people here have all been responding in good faith. I’m just saying that it’s really not possible for you or any of us to be confident that all relevant facts are being conveyed. If you assert or forego any claims or defenses that you might have based on the potentially incomplete advice from this board, you might be doing yourself harm.
