Can I get out of a contract I have already signed?
Signing a contract is a big deal. It means you’ve agreed to do (or not do) something in exchange for something else. But what if you change your mind, or something unexpected happens? Can you get out of a contract you already signed? The answer is: sometimes, but not always. Let’s break it down in simple terms.
What Is a Contract?
A contract is a legally binding agreement between two or more people or businesses. If you sign a contract, you’re expected to follow through on what you promised. If you don’t, you could face legal consequences.
When Can You Get Out of a Contract?
There are certain situations where you might be able to legally break a contract. Here are some of the most common reasons:
- The Contract Was Signed Under Duress or Pressure
If you were forced or threatened into signing, the contract may not be valid. For example, someone threatens to harm you unless you sign a contract. This is illegal.
- Fraud or Misrepresentation
If the other person lied about something important to get you to sign, the contract may be void. For example, you buy a car that the seller says is brand new. However, you later realize it is used.
- Mistake
If both parties made a serious mistake about an important part of the contract, it might not be enforceable. For example, both parties thought a painting was an original, but it turns out to be a copy.
- Lack of Capacity
If you were too young (a minor), mentally incapacitated, or otherwise unable to understand what you were signing, the contract may not be valid. For example, a 15-year-old signs a contract to buy a car.
- Illegality
If the contract is for something illegal, it’s not enforceable. For example, a contract to sell illegal drugs.
- Breach of Contract
If one party fails to do what they promised, you may be able to get out of your side of the deal. For example, you hire a contractor to renovate your kitchen, but they never show up.
- Unconscionability
If the contract is extremely unfair or one-sided, a court might decide it’s not enforceable. For example, a loan agreement with extremely high interest rates that takes advantage of someone in need.
What Should You Do If You Want Out?
If you want to get out of a contract, here are some steps you can take:
Read the Contract Carefully: Look for any clauses about cancellation or termination. Some contracts have a “cooling-off” period, allowing you to cancel within a certain time.
Talk to the Other Party: Sometimes, you can negotiate to end the contract early or change its terms.
Get Legal Advice: A lawyer can help you understand your rights and options.
Put Everything in Writing: If you agree to end the contract, make sure it’s in writing and signed by both parties.
Here are notable cases illustrating the main legal grounds for getting out of a contract:
- Breach of Contract, Hillis Oil & Sales Ltd. v. Wynn’s Canada Ltd. (Supreme Court of Canada, 1986): In this case, the court found that Wynn’s Canada breached its contract by terminating a distributor’s agreement without giving reasonable notice, as required by the contract. The court held the respondent liable for breach, showing that if the other party doesn’t follow the contract’s terms, you may be able to get out of your obligations and even claim damages.
- Duty of Honest Performance, Callow Inc. v. Zollinger (Supreme Court of Canada, 2020): Here, condo corporations ended a property maintenance contract early. While the contract allowed early termination with notice, the corporations misled Callow into believing the agreement would be renewed. The Supreme Court ruled that the corporations breached their duty to act honestly in how they performed the contract, making the termination improper. This case confirms that dishonesty or misleading conduct by the other party can give grounds to challenge a contract’s enforcement.
- Repudiatory Breach and Anticipatory Breach, Legal Principles (Lincoln & Rowe; DLA Piper): If a party commits a serious breach (repudiatory breach) or makes it clear they won’t perform their contract obligations (anticipatory breach), the other party can terminate the contract. For example, if a contractor refuses to do the promised work, you can cancel the contract and seek damages.
- Unconscionability and Inequality of Bargaining Power, Waksdale v. Swegon North America Inc. (Ontario Court of Appeal, 2020): The court struck down a termination clause in an employment contract because it violated minimum employment standards and was too broad. The decision emphasized that courts may not enforce contracts or clauses that are unfair or that exploit a power imbalance between the parties.
Summary Table: Key Cases & Principles:
| Legal Ground | Example Case / Source | Outcome / Principle |
|---|---|---|
| Breach of Contract | Hillis Oil & Sales v. Wynn’s Canada | Contract terminated without notice = breach |
| Honest Performance | Callow Inc. v. Zollinger | Dishonesty in termination = breach of duty |
| Misrepresentation | People’s Law School Example | False statements = right to cancel |
| Repudiatory/Anticipatory | Lincoln & Rowe; DLA Piper | Serious breach or refusal = right to terminate |
| Unconscionability | Waksdale v. Swegon North America Inc. | Unfair clauses not enforced |
| Illegality, Mistake, Duress | General Principles | Contract void or rescindable |
Lastly, here are some examples of policies from different jurisdictions that address unfair contract terms:
| Country/Region/Instrument | Key Law/Principle | Approach to Unfair Contract Terms | Notable Features/Examples |
|---|---|---|---|
| European Union | EU Directive on Unfair Terms | Unfair terms in consumer contracts are not binding; courts can strike out such terms | Focus on consumer protection, significant imbalance, and transparency |
| United Kingdom | Consumer Rights Act 2015 | Unfair terms unenforceable in consumer contracts; monitored by Competition and Markets Authority (CMA) | Covers hidden fees, confusing language, and terms favoring businesses |
| Nordic Countries | Section 36, Contract Acts | Courts can set aside or adjust any unfair term, whether standard or negotiated | Applies to both consumer and business contracts; can address post-signing unfairness |
| Australia | Australian Consumer Law (ACL), Section 23 | Unfair terms void in consumer/small business standard form contracts; significant penalties for breaches | Recent reforms increase penalties and expand protections |
| Malaysia | Consumer Protection Act 1999 | Defines and prohibits unfair contract terms, especially those creating imbalances | Unfair terms are void; civil and criminal penalties possible |
| Myanmar | Unfair Contract Terms Act (UCTA) | Uses a “reasonableness” test to limit liability exclusion clauses | Focus on limiting unfair exclusion of liability |
| Singapore | Consumer Protection (Fair Trading) Act | Targets unfair trading practices, including unfair contract terms | Provides remedies for consumers |
| United States (Domestic) | Uniform Commercial Code (UCC) | “Perfect tender” rule for sale of goods; some protection against unconscionable terms | Buyer can reject goods not conforming to contract; unconscionability doctrine |
| International (CISG) | United Nations Convention on Contracts for the International Sale of Goods (CISG) | Applies to international sale of goods; allows parties to opt out; fundamental breach concept | Focuses on commercial contracts; less direct consumer protection |
| International (Unidroit) | Unidroit Principles of International Commercial Contracts | General rules for international contracts; includes good faith, fair dealing, and unconscionability | Broad scope, not binding unless chosen by parties; covers validity, agency, assignment, etc. |
Conclusion
Courts regularly allow people to exit contracts in cases of breach, dishonesty, misrepresentation, unfairness, or other recognized legal grounds. These cases show that while contracts are binding, the law offers protection if something goes seriously wrong. Always consult a lawyer for advice on your specific situation.
Disclaimer
The information provided through Lawmentary and its assets is for informational purposes only and does not constitute legal advice. Consult with a qualified legal professional for advice tailored to your specific situation. No attorney-client relationship is established by accessing or using Lawmentary or any of its digital assets.
Barry Sereb holds an LLB and LLM. He works as a writer specializing in the intersection of technology and law, with a focus on privacy, AI, and intellectual property. Based in Toronto, Barry is known for his engaging, insightful content, often drafted with a vintage Parker 51 fountain pen and for his appreciation of vintage watches.