Be Careful What You Sign: Consumer Contracts Matter

The Delaware Supreme Court has held that terms found in contracts between consumers and merchants will be upheld so long as they are unambiguous, not unconscionable, and not against public policy.  While this may seem like a common sense holding, what’s notable about it is the narrow view the Court took on unconscionability and public policy.

The background of the case is fairly straightforward.  A man joined Planet Fitness and, in the process, executed an unlimited release of all liability.  Thereafter, the man was injured using a rowing machine and, rather than sue the rowing machine manufacturer, he brought suit against Planet Fitness.

The Superior Court held that the executed release barred the man’s suit against Planet Fitness, and the plaintiff appealed arguing that the release was ambiguous, unconscionable, and against public policy.

The Supreme Court looked at each one of these arguments and, in an opinion authored by Justice Vaughn, found them less than compelling.

First, the Court found the language of the release of liability “clear and unequivocal,” and thus, determined that it was not ambiguous as it released Planet Fitness from ALL liability.

Second, the Court wrote that, for a contract to be unconscionable, it must be found that there was an “absence of meaningful choice and contract terms unreasonably unfavorable to one of the parties.”  In this case, the Court found that the plaintiff was free to accept the Planet Fitness membership or not, and thus there was a meaningful choice.

Third, the Court held that it is the legislature of Delaware which determines public policy by way of legislation and since there was no legislation which regulated such a release of liability, there was no violation of Delaware public policy.

You can read the opinion here.

-Chris Lee

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