How To Prove A California Adhesion Defense

 

How To Prove A California Adhesion Defense

 

In California, a defense of Adhesion is defined as:

When there is a legally binding agreement between two parties to do a certain thing, and one side has all the bargaining power and uses it to write the contract primarily to his or her advantage.

It simply means:

When one party writes a contract to unfairly benefit themselves at the expense of the other.

There are 3 elements of the defense:

  • Element 1. A contract exists between the parties. A contract exists between the parties when both sides agree to the terms, even if one side has significantly more power or influence, which is a key point in an Adhesion Defense that challenges the fairness of the agreement.

    Facts that might support this element look like:

    * The parties engaged in negotiations and exchanged written communications that outlined the terms of the agreement.
    * Both parties signed the contract, indicating their mutual consent to the terms and conditions specified.
    * The plaintiff provided consideration in the form of payment, which was accepted by the defendant, solidifying the contractual relationship.
    * The contract included specific obligations for both parties, demonstrating a clear intent to create a binding agreement.
    * The parties performed their respective duties under the contract, further evidencing the existence of a valid agreement.

  • Element 2. One party has superior bargaining power. In an adhesion contract, one party has much more power than the other, often leading to unfair terms, as the stronger party can dictate the agreement without much room for negotiation, leaving the weaker party with little choice but to accept.

    Facts that might support this element look like:

    * The party with superior bargaining power presented a standard form contract that was non-negotiable and required immediate acceptance.
    * The weaker party had limited options in the market, forcing them to accept the terms without meaningful negotiation.
    * The stronger party is a large corporation with extensive resources, while the weaker party is a small business with minimal leverage.
    * The contract was presented on a take-it-or-leave-it basis, leaving the weaker party no opportunity to discuss or modify the terms.
    * The stronger party utilized its market dominance to impose terms that were significantly more favorable to itself than to the weaker party.

  • Element 3. As a result of the transaction, the person or property of the purchaser is placed under the control of the other party. In simple terms, this means that when someone buys something, they might lose some control over their own property or situation because the seller has more power in the agreement, which can be a reason to challenge the fairness of the deal.

    Facts that might support this element look like:

    * The purchaser was required to sign a lengthy contract without the opportunity for negotiation, effectively placing their interests under the control of the other party.
    * The terms of the agreement were presented in a take-it-or-leave-it manner, limiting the purchaser’s ability to make informed choices.
    * The other party retained exclusive rights to modify the contract terms at any time, further asserting control over the purchaser’s obligations.
    * The purchaser was compelled to pay upfront fees that bound them to the contract, restricting their financial autonomy.
    * The other party maintained control over the delivery and quality of the goods, leaving the purchaser with no recourse if issues arose.

(See Tunkl v. Regents of University of California, 60 Cal.2d 92 (C.A. Supreme Court 1963).)
If you’re in court without a lawyer and plan to assert a Defense of Adhesion, it’s essential to have a strong strategy in place. Engaging in a Personal Practice of Law at Courtroom5 will help you determine what to file at each phase of your case and prepare legal documents supported by thorough legal research and a solid analysis of the facts. This preparation is crucial for effectively presenting your Defense of Adhesion.

Prove Your CA Adhesion Defense

U.S. Civil Cases Only

Just a moment please.