• Kyle Dickson

You Did Not Read the Contract You Signed... Now What?

One question that comes up frequently is the enforceability of a contract someone failed to read, carefully before signing. Is the failure to read a contract carefully a defense to the enforcement of the contract? Sorry, not likely at all! The law is not new on this issue. In Indem. Ins. Co. of N. Am. v. W. L. Macatee & Sons, 129 Tex. 166, 170-71, 101 S.W.2d 553, 556 (Comm'n App. 1937), the court held that "[o]ne is presumed to intend what he does or undertakes to do by the terms of a written instrument voluntarily signed by him."

To use the language of U.S. Supreme Court Justice Hunt in Upton v. Tribilcock, 91 U.S. 45, 50, 23 L.Ed. 203, 205 "[i]t will not do for a man to enter into a contract, and, when called upon to respond to its obligations, to say that he did not read it when he signed it, or did not know what it contained. If this were permitted, contracts would not be worth the paper on which they are written. But such is not the law. A contractor must stand by the words of his contract; and, if he will not read what he signs, he alone is responsible for his omission.” Similar statements of the rule were made by U.S. Supreme Court Justice Bonner in Womack v. Western Union Telegraph Co., 58 Tex. 176, 179, 44 Am.Rep. 614, and by U.S. Supreme Court Justice Stayton in Morrison v. Insurance Company of North America, 69 Tex. 353, 359, 6 S.W. 605, 606, 5 Am.St.Rep. 63.

Every person having capacity to make a contract, in the absence of fraud, misrepresentation, or concealment, must be held to have known what the words used in a contract made by him were, and to have known their meaning; and he must also be held to have known and fully comprehended the legal effect of the contract which the words used made.

Simply put, the law presumes that a party knows and accepts the terms of the contract he signs, and the law does not excuse a party's failure to read the contract when he had an opportunity to do so. Even if the contract is in a language foreign to you, you must have someone read it to you in your native tongue. This presumption also includes documents specifically incorporated by reference into the contract. Courts have no duty to protect parties from their own agreements.

Advice: read every contract carefully and thoroughly before you sign it.


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