They are free to accept their own terms. If a court finds a contract to be excessive, it has other options besides annulling the agreement altogether. Instead, you can choose to enforce reasonable parts of the contract and rewrite the excessive term or clause, for example. Statutory law, such as the Fraud Statute, may require that some types of contracts be put in writing and executed with particular formalities, in order for the contract to be enforceable.
Immeasurability means that a term in the contract or something inherent in or related to the agreement was so surprisingly unfair that the contract simply cannot be allowed to stand as is. Contracts can be declared unenforceable for public policy reasons, not only to protect one of the parties involved, but also because what the contract represents could harm society as a whole. When contract disputes involve fraudulent transactions such as misrepresentation or non-disclosure, and a party to the agreement has already suffered financial losses as a result, a breach of contract lawsuit can be brought on the matter. The main articles dealing with contract law are Article 1 (General Provisions) and Article 2 (Sales).
A choice of law provision can also have problems if it appears in an insurance contract, because some states want to ensure that their insurance-related consumer protection laws apply to those within their borders. Choosing a provision of law or applicable law in a contract allows the parties to agree that the laws of a particular state will be used to interpret the agreement, even if they live in a different state (or if the agreement is signed). The bottom line for cousins and subs at this point is to be prepared for the fact that, despite agreement on specific terms in a subcontract, an instance may arise where a court finds that federal common law applies rather than state law. In this example, using Idaho law may not work because courts generally seek some connection between the chosen state and the transaction (say the contract was signed there) or the parties (one of the parties operates a business in the state, for example).
For example, a contract may require lawsuits to be filed in California, but resolved under New York law. The Uniform Commercial Code, the original articles of which have been adopted in almost every state, represents a body of statutory laws governing important categories of contracts. For example, if Company A contracts the sale of 20 barrels of its flour to Company B and a natural disaster wipes out all of Company A's flour stock before the sale can be completed, Company A could cause the contract to be declared unenforceable on grounds of impossibility. In addition, contracts governing corporate behavior generally must be decided by the law of the state of incorporation.
