I have been wanting to put something out like this for a while, but simply haven’t found the time until now! I know how frustrating it can be when the developer/s you hire do not complete the work you intend to pay, or already have paid, them for. Conversely, I also know how upsetting it can be when your employer fails to pay you for the work you completed for them.
Nobody likes to be ripped off and nobody likes to have their time wasted! Many of us source our revenue, either partly or entirely, from our efforts on this platform, and an agreement that you cannot enforce upon your developers represents a significant risk to your livelihood if it threatens your income.
To save you the read, this text will essentially cover the following topics in relation to Roblox developer contracts:
- What are contracts and how are they used?
- What counts as a ‘contract’?
- Who can enter into a contract and how can they be enforced?
- What are the terms of a contract?
- What are vitiating factors in a contract?
- When is a contract illegal?
- What is jurisdiction?
I should note that while I am not yet a legal practitioner, I am currently a legal graduate trainee who will be eligible to engage in legal practice very soon! So while I cannot advise anyone in a legal capacity at the time of producing this text, I am knowledgeable on the subjects of contract law and international commercial law, and would like to share that knowledge in an informative capacity with my fellow Roblox developers!
An additional quick disclaimer - the law is different in different countries and even in different states within those countries! I will provide examples of the law in some jurisdictions but it is essential that your contracts are constructed to be enforced in the proper jurisdiction/s!!
So do your homework!
What are Contracts and How are They Used?
A simple definition of a contract is any promise/s which will be enforced by the law.
I know I am just repeating myself but to make it clear, not everyone you meet will be an honest person who honours the agreement you made with them. This is where contracts come in - so ordinary people can use the power of the law to force others to honour the terms of agreements they enter into.
The thing people tend not to understand about contracts is what can/cannot count as one. When you hear ‘contract’ come up in conversation, the very first thing you think of is a written agreement, right? Well, did you know that in many countries even so much as an in-person chat can count as a contract? Almost anything can be a contract as long as it generally can satisfy these five simple elements:
- An offer is made
- The offer is accepted
- Consideration is provided (the price)
- Competency is demonstrated (the person must be eligible to enter into a contract)
- Legal intent is evident (the determination of parties to act on their agreement)
From this point on-wards it is almost all legalese, but I have also included practical examples so proceed with or skip this part at your own discretion
It is a legally-binding agreement between two or more parties to act (or to not act) in relation to something. Such an agreement only becomes legally binding however, when supported by consideration, and whether or not that consideration exists requires an objective assessment.
The following information discusses the importance of being clear and concise when addressing/constructing the terms of any agreement and demonstrates an example of the consequences for failing to do so.
When I say an objective argument, I mean that a contractual relationship between parties is not determined by what those parties believe they are either entitled to receive or entitled to be protected from under their agreement. An objective argument requires the words and actions of each party to be considered by what’s called the reasonable person test. In this test, what the words and actions of each party would have led a reasonable person in their position to believe, determines the extent to which an agreement can be enforced.
I know all of that sounds like a bunch of legal jargon, so let me give you an example of what I mean! Let us say you and I entered into an agreement where you would pay me to build/model a whole city for your new game for $50,000 robux. The problem arises when I build an incredibly small-scaled city on a 10x10 stud baseplate, and you wanted a fair-sized city that players could actually explore. The legal issue here is that the contractual intent is in question, which means I am arguing that I intended to build a tiny city on a 10x10 stud baseplate for $50,000 robux payment and you are arguing that you intended to pay $50,000 robux for a much larger city.
Since the fact of an agreement having been made between you and I is tested objectively, this means that what you intended for the contract to mean and what I intended for the contract to mean are both irrelevant. The reasonable person test must be applied here to consider, based on the relevant conversations and actions either party engaged in, whether a reasonable person in the position of the parties would believe the agreement was for a build as small as the 10x10 stud baseplate city or something significantly larger.
This is why being SUPER clear about the terms in a contract is extremely important! So when we face this issue, we should look at the words exchanged between the two parties and the relevant actions either have taken. For instance, if we had explicitly agreed through written communication that the city was to be build to a significant size of no less than 200x200 studs, then a reasonable person in the position of either party would be led to believe that this was the agreement.
What counts as a 'contract'?
This part will follow on a little bit from the above topic, skipping the discussion about objective analysis.
What counts as a contract depends on the laws of the state/country the contract was made in compliance with. Like I said above, some countries go as far as recognizing a face-to-face conversation as capable of forming a legally binding agreement, but other countries strictly only accept written agreements. To be fair, written agreements are the safest contracts to make, and if you ask any lawyer ever, they’d all say the same thing.
Now if you are looking to draft a contract for your future developers, a great rule of thumb is to avoid using free google templates and just swapping out a couple works here and there. But if you are going to do that, please take it to your local free legal advice clinic or see a lawyer so they can make sure your google template contract actually accomplishes what you need it to do! Why this matters is explained in the complex description below, but if you do not want to read it, then here’s a quick description - if any of the essential terms in your contract are either too confusing to interpret or just missing altogether, your entire contract can become invalid. The essential terms in your contract are essentially what you are agreeing on with the other party.
Ok time for the more complicated explanation, enjoy more legalese lol (but do read it I have provided more practical examples of the importance of not cutting corners down below)
This honestly depends on the jurisdiction your contract would be created in. For instance, some countries/states will go as far as to recognize oral agreements and promissory statements as legally-binding contracts while other jurisdictions exclusively recognize written agreements as such. This is why I said above to do your homework as the law varies in different places! (Don’t worry if you don’t know what jurisdiction is, one of the topics below explains this)
Certainty and Completeness
The requirement for the essential terms of any agreement to be both complete and certain in order to be legally-binding is common in most common law jurisdictions. In Australia, for example, if even 1 of any of the essential terms in your agreement is found to be either incomplete or uncertain, to any extent, that agreement does not satisfy the minimum requirement to be regarded as a contract. In this case, any apparent contract is simply void and non-enforceable.
The essential terms are the crux of your contract. They essentially outline the entire deal. Incomplete essential terms simply means one or more of those terms are missing, and uncertain essential terms are where the meaning of the language used to produce the terms is incapable of precise or definite meaning.
Now, once again, depending on your jurisdiction, the incompleteness of an essential term may not be fatal to your contract. However, do not take any chances and just make sure all the terms are there!! (Uncertain terms are definitely game over though)
Intention to Create a Contract
Everything depends on jurisdiction!!! But similar to the above, in most common law jurisdictions a contract can only exist (and thereby be legally enforceable) if all parties to the agreement intend for it to be. Now this is different from the intention we discussed in relation to objective analysis! That kind of intention related to what the agreement was about, while this intention relates solely to whether the agreement should be enforceable (to clear up any confusion).
So basically, the creation of a contract is determined by the common intention of the parties to enter into legal obligations. Evidence of this intention must exist through mutual communication - the most obvious example of which is simply signing the contract! However, depending on the jurisdiction, such mutual communication may also be implied.
An example of implied mutual communication might be where I want to pay you $50,000 robux for a game trailer and I pay you half of that amount up front. My action in this instance implies my intent to enter into this contract with you. Similarly, you sending me regular progress updates of the game trailer is an action that implies your intent to enter into this contract with me.
Without proof of intent to enter into a contract by one or more parties to the agreement, whether express or implied, a contractual agreement may be found to not be legally enforceable and hence voided if ever disputed. Similar to the first topic, intention in this instance is also determined through objective assessment.
However, it should be noted that there generally exists a presumption within common law courts that parties to a commercial arrangement or agreement, in most circumstances, intend to be legally bound in contract. An example of where this presumption does not apply is if the contract expressly excludes a party from being legally bound by it.
What About Informal Agreements?
Well I am not going to go until so much detail about this because there is quite a lot to unpack and I will be here all week typing it up, but generally:
- If a binding contract has been formed in its entirety, by the arrangements of both parties, though not yet signed by one or either, a court may find the contract to be legally binding regardless as the actions of the parties to draft their agreement to such an extent may sufficiently demonstrate intent.
- If a binding contract has not been formed an agreement is made either ‘in good faith’ or ‘as a promise’ by one party to another, there is a starting principle that such agreements are void though in recent times some have been deemed enforceable (it honestly depends on the circumstances).
I will not expand on promises and consideration since that goes into reciprocity and it its own can of worms, but you generally shouldn’t be relying on promises when hiring people to do work anyway.
Who can enter into a contract and how can they be enforced?
Ever heard of contractual capacity? Well, to put it simply, a contract can only exist if the parties to the agreement are all legally competent. Certain classes and groups of people lack that kind of capacity, and in the circumstance that you enter into a contract with someone like that, unfortunately, you will not be able to enforce your contract against them.
The most obvious and most relevant group of people who, in most common law jurisdictions, lack contractual capacity are…you guessed it - minors! Once more, laws vary all over the place - a minor may be considered to be any person under the age of 18 years, or under the age of 21 years, etc etc. In both Australia and America, if you enter into a contract with a minor, the minor has full discretion to void the contract as they are considered to lack contractual capacity, legal capacity and actual capacity, in most circumstances. However, there are some exceptions to this rule for specific types of contracts, and this section is probably going to be fairly important for you to read for that very reason!
Contracts for Necessaries
In most instances, a contract entered into by a minor for ‘necessaries’ or ‘necessities’ cannot be voided by the minor (meaning it is legally binding upon them!). Necessaries in this context generally relate to assets which are essential to sustaining the minor’s life (ie. food, shelter, clothing, etc.). Australian law also defines necessaries to be inclusive of the minor’s “actual requirements at the time of the sale and delivery”, so check your own national/state laws to find out if they’re any bit similar! Necessaries may also generally include instructions in art, intellect and trade - so a contract between a math tutor and their student, for example, could not be voided by the minor in absence of a contractual breach.
Another exception is where the contract is one of employment and is beneficial to the minor. So long as the contract is to the minor’s advantage and does not contain any irregular or prejudicial clauses that outweigh the overall benefit to the minor, they can be legally bound by it. If a minor were to sell you lemonade from their lemonade stand (thus forming a contract with you), the minor is legally obliged to provide you the lemonade in exchange for your consideration. This is how many companies in the real world are able to employ minors (ie. in fast food) and enforce legal obligations upon them!
Answer the Big Question!! Can I Enforce my Contract Upon Underage Roblox Developers?
There is never a simple answer haha, it always depends on the jurisdiction and the content of the contract itself. Though, if you follow this general checklist, your contract should be legally enforceable against a minor:
- Does the law in my jurisdiction consider the above-mentioned exceptions to lack of contractual capacity in relation to minors?
- Does my contract effectively employ a minor?
- Does my contract provide the employed minor with an advantage in any capacity, and if so, are there any terms/clauses within my contract that may outweigh those advantages?
What are the terms of a contract?
The terms of a contract instruct the parties as to the conduct they must execute in performance of the contract. These terms are separated into two categories - known as express terms and implied terms.
- Terms agreed upon between the parties.
- Terms read into the contract by the court, or incorporated by operation of the law.
I know I should discuss this section more, but I am rather tired at the time of writing all of this in the early hours of the morning so if enough people see/request it I will expand on this information!
What are vitiating factors in a contract?
Okay so this is a big area which encompasses a lot of the red flags in contract law. Vitiating factors include things like mistakes in the contract, misrepresentation in the contract by parties, misleading and/or deceptive conduct by the parties used to obtain a desired agreement, duress, undue influence, unconscionable transactions, illegality, the list goes on…
The primary point I wish to convey in relation to vitiating factors is that if any are found to exist surrounding your contract, a court may void it so it is no longer legally binding on parties. Additionally, the innocent party (the victim of a vitiating factor), may be awarded damages as a consequence. Conversely, vitiating factors can be used by the innocent/victim party to affirm the contract (and its obligations).
There are various categories of mistakes in contract law, such as common mistakes, mutual mistakes and unilateral mistakes (to name a few). Common mistakes occur where both parties are mistaken about the same thing within the contract. Mutual mistakes occur where both parties are mistaken about different things. Unilateral mistakes occur where only one party is mistaken about some aspects of the contract while the other is not. In most circumstances, when such mistakes arise, any contract may be declared void by the court. Now, I mention the court quite frequently but hopefully you will never have to take any such matters to court. Litigation can be brutal, lengthy and expensive - alternative dispute resolution at the very least is a far better avenue to pursue.
So a ‘representation’ is simply a promissory statement (as we discussed far above). A ‘misrepresentation’ is where such a ‘representation’ has become a term of the contract and is false. In this instance, the innocent party may seek remedy or to void the contract.
Again, I will not elaborate on all the others since there’s so many types of vitiating factors to go through unless anybody requests that I do so!
When is a contract illegal?
This is a really short section thankfully - less writing for me haha! An illegal contract is essentially any contract in which the terms of such are prohibited by law (ie. employing someone to rob a bank).
What is jurisdiction?
Jurisdiction in law is the authority given to a court to receive/hear cases and rule upon them! Jurisdiction various in different countries, as I have mentioned so many times already, for instance, a contract formed under British law, which may generally be expressed within the contract to require resolution within a specific jurisdiction if it is an international commercial agreement, cannot be heard in an American court, and vice-versa.
Now, I did mention ‘common law jurisdiction’ a fair bit above as well. If you are wondering what that means, it essentially encompasses any legal jurisdiction that derives fundamentally from the English common-law system (e.g. America, Australia, Canada, etc.).
I hope all or at-least some of this has helped give you some insight into the workings of contract law and many of the technicalities behind it! Again, if this post receives enough attention and anybody wants more information, be sure to let me know and I will provide!
Have a wonderful day