5

Say you are presented with a digital checkbox or a pin pad, a contract with some terms you do not genuinely consent to, and a business process of the counterparty that cannot proceed unless the box is ticked or something is scribbled on the pad.

Is it possible to scribble on the pin pad or check the online checkbox or do whatever so that the other party's business flow can proceed, but without allowing that action to form a contract? Or at least that particular contract?

If I yell "I do not agree to this contract!" or "I agree only on this condition!" while pressing the button, and the employees of the business see this, and the business opts to serve me anyway, have I avoided forming a contract or successfully amended the contract?

If the business performs and I perform, and we have both stated our conflicting terms, whose terms win and why?

Rohit Gupta
  • 261
  • 2
  • 2
  • 12
interfect
  • 3,471
  • 17
  • 34
  • If it comes to a dispute, how can you convince the court or arbitrator that you are in the right and the business is in the wrong? They have a contract you signed. You agree that you signed the contract but claim that at the time you yelled that you disagreed with it in whole or in part. – Lag May 09 '23 at 17:37
  • 1
    You would want to convey your intention in a form that leaves a record. You could record the conversation at the time you hit the button, or you could provide a written note and write yourself a copy. – interfect May 09 '23 at 17:40
  • 3
    You aren't entitled to a contract on terms that the other party isn't willing to give you. – ohwilleke May 09 '23 at 22:08

1 Answers1

5

You cannot

In a conflict between written and oral terms of a contract, the written terms prevail. In any event, by you utterance you have not accepted the contract; you have made a counter-offer which the other party has not accepted and have then gone on to accept their original offer.

You would need the written agreement of the other party that they accept your terms and that they understand that clicking the “I accept” is not an acceptance of their terms but merely a means of completing the technical procedure.

Dale M
  • 208,266
  • 17
  • 237
  • 460
  • 1
    Why, legally, is the other party allowed to make me touching part of their screen (or, sometimes, a screen I own) count as me accepting a contract, over my clear, even written (but not agreed to) objection? When there is not in fact a meeting of the minds?

    By clicking on this comment or its buttons, you agree to pay me $1.00 for a peppercorn.

    (Obviously that shouldn't work, but what differences are the important ones?)

     – interfect May 15 '23 at 15:54
  • @interfect because it is https://law.stackexchange.com/questions/13549/are-terms-of-service-legal-contracts/13571#13571 – Dale M May 15 '23 at 21:52
  • 1
    @interfect Let me point out this case, that says modifying a contract by extra text is not possible https://caselaw.findlaw.com/court/us-4th-circuit/1248473.html – Trish Aug 17 '23 at 01:19
  • @Trish How do I get the initial judgement being appealed here? This opinion here seems to just reiterate that text in a document uploaded for processing by a service can't override a pre-existing clickwrap agreement, which makes sense but is much narrower. – interfect Aug 30 '23 at 14:02