Running a business means signing contracts that define your rights and risks. Some agreements include terms that feel one-sided or overly harsh. Massachusetts law gives you several ways to push back when a provision creates unfair imbalance.
Understand what makes a term unconscionable
Massachusetts courts may refuse to enforce a contract or clause that qualifies as unconscionable under M.G.L. c. 106, § 2-302. Judges examine both the wording of the agreement and the circumstances surrounding the signing. They consider whether the terms create extreme imbalance, impose excessive penalties, or eliminate meaningful remedies. Courts also look at pressure tactics, hidden language, or unequal bargaining power when deciding whether a provision goes too far.
Use Chapter 93A to address unfair conduct
Massachusetts General Laws Chapter 93A, § 2 prohibits unfair or deceptive acts in trade or commerce, and § 11 applies to business-to-business disputes. If the other party used misleading statements, withheld material facts, or leveraged unfair pressure to secure the contract, you may assert a Chapter 93A claim. Courts evaluate whether the conduct falls within established commercial standards of fairness. A successful claim can result in damages and, in some cases, multiple damages and attorneys’ fees.
Assert traditional contract defenses
You may also challenge a contract term by raising defenses such as fraud, duress, or misrepresentation. Fraud involves false statements of fact that induced you to sign the agreement. Duress may apply if the other party used wrongful economic pressure that left you with no reasonable alternative. Clear documentation, written communications, and evidence of negotiations strengthen your position when asserting these defenses.
Take proactive steps to protect your company
You protect your business by reviewing every clause before signing and questioning unusual provisions. Massachusetts law also limits certain terms in specific industries, such as indemnification clauses in construction contracts under M.G.L. c. 149, § 29C. If you discover unfair or deceptive acts after signing, act promptly to preserve your rights. Early action improves your leverage and reduces financial exposure while reinforcing fair dealing in commercial relationships.
