The Truth Comes Out!

Since day one of contract law, our professor has told us that the rules of contracts are meant to establish the law, because law is better than justice. Then we learn an exception, and then another exception and another until finally the rule doesn't mean much anymore.

For instance, the parol evidence rule limits a court to the written agreement to determine what's included in a contract. So if Big Company tells the little guy, "Hey, sign this lease and I'll throw in a car too," and then doesn't provide the car, the little guy can't go sue Big Company for not giving him the car because it wasn't in the written agreement. In the written agreement, little guy promised to pay $10K a month to rent a closet in Big Company's building. The court could say that the closet was worth $10K a month to the little guy because that's what's in the agreement and both parties have equal power to contract. Simple, right?

Ah, but not so fast. The car was part of the incentive to sign. Moreover the little guy's not very sophisticated compared to Big Company lawyer. He didn't know an oral promise didn't count as much as what's on paper. He didn't even know what was on the paper. He just signed that 100 page agreement. No one would really pay $10K a month to rent a closet.

Now enter the rule of unjust enrichment (Big Co. gets thousands of dollars for basically nothing), non-disclosure (Big Co. purposefully did not tell little guy that car promise would not be enforced), unconscionability (inequality in bargaining power) and other exceptions that will help the little guy get out of the contract or get the car, depending on what he'd prefer.

Really the whole rule of law thing has been a front. The numerous exceptions "bring justice out of the closet," as my contract text says.

But do they? The malleability of the laws make them easy to manipulate for whatever purpose, just or not. And the person more likely to win the word game is usually the one with the bigger legal fund. Maybe the rule of law really is better.