Take-It-or-Leave-It Agreements in Florida
A take-it-or-leave-it agreement, formally known as a contract of adhesion, is a standard-form contract drafted by one party with dominant bargaining power and presented to the other party without an opportunity to negotiate terms. Florida law recognizes the practical necessity of these contracts in modern commerce while providing safeguards against abuse.
Florida's Approach
Florida courts do not automatically invalidate adhesion contracts. The Florida Supreme Court has acknowledged that standardized contracts are essential to efficient commerce. However, courts construe ambiguous terms in adhesion contracts against the drafter (the contra proferentem rule) and scrutinize challenged provisions more closely than they would in a negotiated agreement. The burden falls on the adhering party to demonstrate that a specific term should not be enforced.
Unconscionability Challenges
When a Florida party challenges an adhesion contract provision, the court examines both procedural and substantive unconscionability. Was there meaningful choice at contract formation? Are the terms unreasonably favorable to the drafter? Florida courts have struck arbitration clauses with prohibitive costs, liability waivers buried in fine print, and forum selection clauses requiring litigation in distant jurisdictions.
Related Terms
Barnes Walker Business Law
Barnes Walker advises businesses on drafting enforceable standard-form contracts and defends against unconscionability challenges. Contact us for contract review.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC