Belated and unilateral terms in a contract

From Utah, USA, a client of a property inspection company asks: Is the provider entitled to unilaterally impose new conditions after it has accepted the payment and done the job?

The answer is No. 

This question is paraphrased from a post on the Law site of Stack Exchange, where it got closed as part of the site's ongoing censorship and decay.

Background

The client, a prospective homebuyer, mentions that he asked the company to perform an inspection of some real estate in which he is interested. The parties did not sign a contract. Based on their verbal contract, the inspection was performed as scheduled, the client paid, and the provider informed him that the report will be delivered within a few days.

The provider subsequently notified the client that the inspection report is available at the company's website. However, the client is prevented from downloading the report unless he signs in acceptance of a set of "terms and conditions" that hitherto had never been discussed.

The T&C include a clause that would release the provider from liability for bad inspection. This clause purportedly takes effect 30 days upon signing the T&C. The client rightly points out that a 30-day period is insufficient for completing a real estate transaction, moving in, and noticing defects of the property that a bad inspection report fails to disclose.

Answer

No. The provider is not entitled to belatedly and unilaterally impose new conditions. Furthermore, it would be an irreversible mistake for the client to accept a belated set of T&C that he considers materially detrimental to him.

One tenet of contract law is that parties to a contract commit to a set of rights and duties knowingly and willfully. Any belated condition that a party considers unacceptable violates that tenet. In terms of the Restatement (Second) of Contracts, to which Utah courts resort on a regular basis, such belated condition relates to the notion of mistake as defined at §151: Mistake means a belief that is not in accord with the facts.

Provider's conduct indicates its informed and willful commitment to comply with the terms of the verbal contract. Once it accepted payment from the client and performed the inspection, the only remaining obligation pursuant to that contract is the delivery of the inspection report.

If the provider persists in its refusal to release the report, the client is entitled to either rescind the verbal contract (thereby getting a full reimbursement) or be granted injunctive relief (i.e., compel the provider to deliver the report). The former alternative is premised on the Restatement at §153 insofar as the belatedly stated 30-day period overrides "a basic assumption on which [the client] made the contract" in a way that is materially detrimental to the client's rights and interests. The interests at stake are not limited to his contract with the provider, but also involve something vastly more important: the client's risks as homebuyer.

Accepting, be it reluctantly or otherwise, the belated T&C would only favor the provider's legal position. For instance, the Restatement at §154(a) states that "[a] party bears the risk of a mistake when the risk is allocated to him by agreement of the parties". Also item (b) of that section reinforces the provider's position, given the client's awareness that the 30-day period translates to a significant limitation of his knowledge for purposes of the contract. Furthermore, the circumstances of this scenario would defeat client's potential allegation that the T&C were accepted under duress or hardship.

The provider's belated T&C are an attempt to amend or modify a fully binding, enforceable contract. But amendments of this sort ought to take place in the same way how the parties formed their initial contract: knowingly and willfully.