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It should not be legal to enforce full stop. If you don't want to be disparaged, make your conduct worthy of not being disparaged. When you're being lied about, sue for defamation; "non-disparagement clauses" are redundant at best, an attack on free speech at worst.
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You don't have to agree to a disparagement clause... She accepted a lot of money to agree to it.
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That's nice, but the rest of us didn't accept anything to agree to provide a legal system that would enforce it... and there's no reason we should.
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We have a system of laws that decide which private contracts are enforceable and which are not. So we can try to change the law but as it stands we have decided that this one is enforceable.

FWIW I agree about not enforcing non disparagement clauses but legally that not the world we live in.

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"we" is a strong word here. More like some people 50-80 years ago decided to at worst rule against the worker's best interest, and at best chose to ignore it and pretend things would work out with a "gentlemans' agreement".
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...Huh? You want to be personally consulted before any law comes into effect?
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You make it sound like an a la carte option "I'll take the standard severance plus the non-disparagement bonus please!".

That's not how it works at most companies.

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Yeah, clearly the employee and the company have the same leverage in negotiation here.

It's a free market! If she didn't like the offer, she could've just gotten herself fired from some other company instead. /s

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The company offers you money in exchange for signing certain agreements. You are free to decline. There is no obligation on either side.

If non disparagement clauses were illegal then perhaps the severance amounts would be smaller since there’s now much less value to the company.

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Different entities having different amounts of leverage in a negotiation is neither unusual nor inherently immoral.

If someone gives you the option to accept $ to sign a contract agreeing not talk about something that is legal but morally bad, and you say yes, then talk about the thing, you will correctly be losing the lawsuit, no matter how bad the thing is.

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>Different entities having different amounts of leverage in a negotiation is neither unusual nor inherently immoral.

Having a leverage to force an NDA is not immoral, but breaking the NDA (no matter how unfair the situation that led to it being signed was) is immoral.

Got it.

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Sorry, what was forced about the NDA?

Did I miss the part where a gun was held to their head?

If I offer you money to eat a turd, is it your view that you are being forced to eat the turd?

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She was privileged to even get a severance. Most people just get fired.
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That's not privilege.

She earned it.

A company's reputation when it comes to severance is a part of compensation negotiations and decisions whether to accept the offer to work there.

She got a high level job where such a severance is expected. If it weren't, they'd struggle to find anyone to fill that job.

The severance wasn't contingent on her past. Anyone else holding that job would've gotten a difference.

A male probably would've gotten a larger one, for that matter.

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She can just reject the offer. Nothing can compel you to sign a contract you don't want to.
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No, but most people want to pay their bills, so they "want" to sign the severance agreement.
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The reason they’re not redundant is that we, rightly, don’t allow people to sue for defamation for many kinds of unfair speech and even some kinds of untrue speech. It’s not defamatory for you to call me careless or mean or rude, even if I can produce ironclad proof that you know I’m careful and kind.
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She didn’t have to agree to the contract. I don’t really want some arbitrary govt limit restricting what private parties can do with each other.
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I very much want the government restricting employment-related contracts myself.

And NDAs and similar, with their entire purpose being restricting speech, should also be restricted pretty strongly.

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I’m certain that if these clauses were banned, exactly zero contracts that would otherwise have been agreed would be abandoned. They are completely one sided, and superfluous to the goals of the contract.
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The only way these sorts of contracts can be enforced is if private parties have recourse to government powers- civil courts- to enforce them.

Governments could just not help them do that.

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> I don’t really want some arbitrary govt limit restricting what private parties can do with each other.

Given that this runs tangential with whistleblowing and free speech, this is exactly where I want a government to draw a line.

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But it was a severance agreement. She accepted a sum of money for agreeing to not disparage. You don't see anything wrong with someone knowingly accepting these funds, and then turning around and immediately violating the agreement by writing a book (making even more money in the process)?

If it's about whistleblowing and doing the right thing, why not just refuse the money?

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There should be a statute of limitations on this stuff. Otherwise we’ll see things like chemical plant employees who signed such an agreement keeping stories of dumping to their deathbeds.
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That's a ridiculous constraint to put on the freedom to enter into contracts.
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So allowing someone to sign themselves into slavery should be "legal" because it's "impinging on someone's right to enter contracts"? I get that some people balk at "morally reprehensible" as some sort of slippery slope, but c'mon we as individuals have to function somewhat coherently. As a social species reliant on some form of social cohesion (how much oil did you refine this morning?) we have to have some guidelines.
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Fwiw, I think making such non-disparagement clauses illegal is an interesting idea, and could be a net positive. That said, I think the slavery comparison is a stretch. The situation up for debate is: Should you be able to voluntarily accept money in exchange for promising not to say bad things about someone or some company? I don't see a good faith interpretation of that as "signing yourself into slavery".
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Nobody was trying to equate non-disparagement clauses with slavery. The relevance of slavery here is as an example of the kind of contract terms that everyone should be able to agree are rightly invalid and unenforceable. Any argument in favor of contract enforceability that would apply to a slavery contract just as easily as it applies to a non-disparagement contract is a bad argument, or at least woefully incomplete. Bringing up slavery serves as a necessary reminder that the details and nuance of the contract terms and their effects need to be discussed and argued, and that an unqualified "contracts should be valid" position is untenable and oversimplified.
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The general principle is that you shouldn't be able to "sign away" something that's a constitutional or human right. Like the right to freely speak, the right to practice a religion, the right to be paid for work, and so on. Imagine if the severance contract specified that she had to convert to Islam in order to get her severance, or that she had to sacrifice a child. No court in the country would consider those clauses conscionable. Yet, somehow companies are allowed to gag your free speech as a condition in a contract? It makes no sense why this is allowed.
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Everyone who has a job that requires them to speak for their employer signs away their “free speech” right to an extent. Your proposal would not lead to a tenable system.
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This is legalized buying people off, yes these contracts ought to be illegal and the comparison to slavery (a worse, but same category of morally reprehensible power dynamic) is completely valid
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> Fwiw, I think making such non-disparagement clauses illegal is an interesting idea, and could be a net positive. That said, I think the slavery comparison is a stretch.

Arguably, its more like non-compete agreements but with the added fact that state enforcement of the agreements is in tension with freedom of speech.

But, you know, lots of jurisdictions sharply restrict enforceability of non-competes, too.

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Legally, your "slavery" distinction is not the same thing as agreeing not to speak a certain way about a company. Slavery implies that you can be forced to do things that you do not want to do, as it is inclusive of future decisions by the other party. Agreeing to not so some specific action, while it does bind you from future freedoms, is exclusive of any other action the party may wish you to undertake. (IANAL)
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We already recognize that contracts that violate one party's fundamental human rights cannot be enforced because they "shock the conscience", in terms that American jurists use. This article does not include the terms of the non-disparagement clause, or the other terms and payments, so we can't really say whether the clause is vulnerable to being ruled unenforceable by courts. But it's wrong to say that nobody can enter into contracts that constrain their speech. People do that all the time.
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I mean it is currently legal in most countries to do that.

Read about record contracts. Prince spoke extensively about his restrictive contracts.

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For arbitrary contracts I would agree, but I think increasing the limitations in severance agreements specifically makes sense. There are already certain requirements (at least in California) for severance agreements and I think limiting the duration of non-disparagement clauses to 1-2 years would be a positive change.
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I think that’s a good proposal.
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The government enforces contracts, so it gets to choose which contracts it enforces. Without a functioning judicial system (and a law enforcement system to enforce its verdicts), a contract is a piece of paper.

Plenty of contracts benefit both parties but are bad for society as a whole, and if the government pre-signals which sorts of those contracts it will refuse to enforce, this is good for society.

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IMO, "freedom to enter into contracts" isn't actual freedom, for the same reason that the MIT license isn't more free than the GPL despite it allowing more behaviors: in both cases, it's basically "permission to have your freedom taken away".
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Article I, Section 10: “No State shall … pass any … Law impairing the Obligation of Contracts.

This doesn’t limit the Feds. Also, a state can prohibit non-compete. Etc. Basically, the freedom to enter into a contract is not one of the four corndogs of freedom.

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The law (OK, well, British law) does recognise that many terms can be Unfair especially when one of the parties is an individual, and especially when it relates to employment. They can nullify them on that basis.
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This sort of ridiculous “criticism” is why I have a hard time taking libertarians seriously.
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good observation comrade!
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You're invoking a common "libertarian" trope, so I'm going to address that larger topic. Right-fundamentalist (ie axiomatic) "libertarianism" is fallacious. Logically, by asserting an unlimited "right" to contract, one can straightforwardly reframe any totalitarian state as merely being contracts between the state and its citizens/subjects/victims. And simply renaming things clearly does not make for a society that respects individual liberty!

The only sensible way to approach libertarianism is to qualitatively evaluate individual liberty. And being prohibited from speaking 8 years after the fact, especially when there is a compelling public interest, is in no way equitable. If they want her continued silence, they should have to buy that on the order of year to year.

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Contracts are entered by private individuals, not by the state. So your pithy claim to instantly demolish the idea is not actually effective.
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I don't understand your argument. Contracts can generally be entered into by private individuals as well as by legal entities like the state.

If you're making an argument that the right to contract should be unlimited between individuals (and perhaps unlimited between legal entities), but should be limited when made between individuals and artificial legal entities, that would be an interesting framing to explore. But afaik it's not really a popular one.

(although I don't know that such a framework would actually invalidate what I said, especially for autocratic totalitarian states - each citizen of North Korea could just as easily be said to have a contract with Kim Jong Un himself)

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Why would it not be legal to enforce a contract after 9 years? If she didn't want it enforced after a duration, she could have negotiated for that, or just not signed it.

I don't see how it's principled to legally swear to not do something, then turn around and do it anyways. She's an adult, she has agency, and she chose to enter that contract.

It's also not like we're talking about a legal whistleblower here. That act DOES (and should) have a lot of legal protections. This is someone writing a book that they personally profit from.

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There are all sorts of contracts that are deemed non-enforceable. Our government should pass a law that bans non-disparagement clauses.

One of the most pressing problems of our time is that these large corporations, on balance, have too much power compared to the electorate.

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How does this show that corporations have too much power? We are literally discussing that this act could easily be stopped by legislation. Doesn’t that imply they have less power than the electorate?
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A corporation having to ability to bribe people who need money to pay their rent and healthcare in order to save their own image is indeed "too much power".

> We are literally discussing that this act could easily be stopped by legislation. Doesn’t that imply they have less power than the electorate?

Not when they have full time people dedicated to lobbying the legislation. That's the issue on why things move so slow or halt when it comes to really voting on such policy.

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Needless to say even in the USA, dick-move clauses in contracts are not a magic wand that allows anything to be enforceable. Contracts can be challenged through litigation (e.g. as unconscionable) and there are laws (e.g. California state law prohibits non-compete clauses).
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I basically agree but as a civil instrument, a contract is not a law. The only consequence of violating a contract should be having to pay back whatever damages were caused. Not prohibitions on behavior or other freedoms. Enforced by whom?

Corporations will violate contracts all the time as a cost of business if the cost of the violation is less than the benefit gained.

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In the US, a contract is considered law. It’s just only between the parties.
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Tort law and criminal law are two of the many subtypes.
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You will not go to jail for breaking a contract. The only remedies are civil.
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Because it’s unbalanced. The company benefits for as long as the ex-employee is alive, the ex-employee’s trade, theoretically of a high salary and privilege for keeping shtum winds down fairly quickly.
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Non-competes are, as far as I know, not enforceable either at least in some jurisdictions.
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There would have been a power imbalance at the point of signing. I can well imagine that the implications of that particular clause weren't apparent at the time.

As a society (more so here in the UK than in the US, I'll grant) we have laws governing what one party may demand of the other. They don't prevent a genuine meeting of the minds, because enforcement of a contract will only be an issue if at least one party doesn't follow through. But they do limit the ability of the company to impose sanctions beyond a point.

One limitation in the UK is that penalty clauses that are "private fines", like this one, must be based on the actual damage caused.

In this case, as in the non-compete case, I would say that if a company wants to continue to influence what someone does, they should continue to pay them.

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