So, things got a little crazy at work for you. You had all of these projects coming across your desk and you were on a major time crunch and oh, by the way, you had a pounding headache that whole week too. You remember signing that one contract, but truth be told, you just didn’t have the time or energy to read it. You know that’s bad, but it was just one time and you figure it’ll probably work out alright. Anyway, if there’s a problem later, can’t you just come clean and say that you actually didn’t read it? Sure enough, just your luck. A dispute arises about the agreement you signed. You go back and read the contract and think to yourself, “Wow, if I’d realized this is what the agreement said, I definitely wouldn’t have signed it as is.” It’s not fair to enforce something you didn’t know about, so there’s no way it’s enforceable if you didn’t read it, right?
Unfortunately, while it seemed like a good idea at the time to skip reading the contract to save yourself the time and headache, you likely won’t have much success convincing a court not to enforce a contract against you because you didn’t actually read it. “[A] party is bound by provisions in an agreement which he signs, even though he has not read them and signs unaware of their existence.” N.A.M.E.S. v. Singer, 90 Cal.App.3d 653, 656 (1979); see also George v. Bekins Van & Storage Co., 33 Cal.2d 834, 848–49 (1949).
“Where a party to a written contract wishes to avoid liability . . . on the ground that he did not know its contents, the question, in the absence of misrepresentation, fraud, undue influence, and the like, turns on whether he was guilty of negligence in signing without such knowledge.” Knox v. Modern Garage & Repair Shop, 68 Cal.App. 583, 587 (1924). Further, when a party “is negligent in not informing himself of the contents, and signs or accepts the agreement with full opportunity of knowing the true facts, he cannot avoid liability on the ground that he was mistaken concerning such terms.” Id.; see also Greve v. Taft Realty Co., 101 Cal.App. 343, 351–53, (1929).
For clarity, parties who accept or sign a document that appears on its face to be a contract are deemed by law to agree to all of its terms. Therefore, the parties are bound by those terms even if they did not read the document and even if they are ignorant of some or all of its terms. See 1 Witkin, Summary of California Law, Contracts §§ 118-9. This makes sense from a commonsense standpoint, because courts do not want to reward people for being negligent in entering into contracts; contracting parties are held responsible for taking part fully in the contracting process. Thus, as long as a party entering into the contract has the capacity of reading and understanding it, the party will be bound by its contents and is not permitted to say that its explicit provisions are contrary to its intention or understanding. Palmquist v. Mercer, 43 Cal.2d 92, 98 (1954); Estate of Wilson, 64 Cal.App.3d 786, 802 (1976); Varco-Pruden, Inc. v. Hampshire Construction Co., 50 Cal.App.3d 654, 660 (1975); Larsen v. Johannes, 7 Cal.App.3d 491, 501 (1970).
There are some exceptions to this general rule, however. “Fraud or a confidential relationship giving rise to an affirmative duty of disclosure are obvious exceptions.” 1 Witkin, Summary of California Law, Contracts § 118. A party who signs an agreement without reading it can avoid being bound to its provisions when the party was induced to sign the agreement without reading it by a fraud or wrongful conduct by the other contracting party. Smith v. Occidental & Oriental S.S. Co., 99 Cal. 462, 471 (1893). Thus, if the other party somehow actively concealed the contents of the agreement or, due to some sort of preexisting confidential relationship, convinced you that you did not need to look at the contents of agreement, it is possible that a court would find the terms of the contract unenforceable against you.
Nevertheless, it is always, always, always best practice to read all contracts before you sign them. This way, there are no surprises later and you will not find yourself at the court’s mercy to get out of a sticky contractual situation.
Pfeiffer Law Corp is a law firm with an emphasis on entertainment and business law.
FAQs
Aside from exceptions like the issue of unconscionably, we must reiterate that most contracts are enforceable even if you did not read them.
Can you get out of a contract if you didn't read it? ›
While contracts are generally enforceable regardless of whether they were read, certain exceptions may arise under specific circ*mstances: Fraud or Misrepresentation: If one party deliberately conceals material facts or misrepresents information, the contract may be deemed voidable.
Is a contract valid if not read? ›
The general rule is that, in the absence of fraud, one who signs a written agreement is bound by its terms whether he reads and understands it or not. This rule applies to a person who cannot read.
Are you legally responsible for a contract that you signed if you did not read it before you signed it? ›
A party who signs an agreement without reading it can avoid being bound to its provisions when the party was induced to sign the agreement without reading it by a fraud or wrongful conduct by the other contracting party. Smith v.
Is not reading a contract a defense? ›
A person signing an agreement has a duty to read it and, absent a showing of fraud, if the person is capable of reading and understanding the contract then he is charged with the knowledge of what the contract says....
What makes a contract null and void? ›
Fraud or Misrepresentation: If either party lies or misrepresents facts during the formation of the contract, the court might consider the contract null and void. Coercion or Undue Influence: A contract is invalid if one party forces or pressures the other to enter it.
What are the consequences of agreeing to a contract you don't read? ›
Not reading a contract first is your choice. But once that contract is signed it's legally binding whether you chose to read it or not.
What makes a contract legally invalid? ›
Contracts made under duress are invalid and unenforceable. Parties must voluntarily consent to be bound by the agreement without coercion or intimidation. If any party was compelled to enter into the contract against their will, it will invalidate the contract.
How many people don t read contracts? ›
Shockingly, more than half (55%) of the people questioned admitted they read their contracts to an extent but don't always understand what they're agreeing to. More than one in ten (13%) said they "hardly” or “never” read their contracts at all.
What voids a written contract? ›
Void contracts can occur when one of the parties can be found incapable of fully comprehending the implications of the agreement, like when a person has intellectual disabilities or is inebriated. Agreements involving minors or illegal activities are also generally void.
Yes, you can cancel a contract after signing if the terms are no longer favorable and you're within your legal rights to do so. You can also cancel a contract if the other party is physically incapable of fulfilling their obligations due to injury or permanent incapacitation.
Are all written contracts enforceable? ›
Enforceability isn't built into every contract, even those that are standardized and written in complex legal language. Even if every term and provision has been listed out and agreed upon, a written contract may still not be enforceable in a court of law.
Does a signed paper hold up in court? ›
Although a document must be signed by each party to be considered legally binding, the mere presence of signatures does not guarantee that an agreement is enforceable in court. To be considered a legally binding contract or document, three critical elements must also be present: Subject, Consideration, and Capacity.
What makes a contract unenforceable? ›
one of the parties exerted undue influence over the other party. one of the parties misrepresented the terms or conditions of the contract. one of the parties didn't disclose an important fact or detail to the other party. one or both parties made a mistake about something related to the contract.
How to determine if a contract is enforceable? ›
Every contract, whether simple or complex, is considered legally enforceable when it incorporates six essential elements: Offer, Acceptance, Awareness, Consideration, Capacity and Legality. It is critical that all six elements are present—just one missing element can make a contract invalid and unenforceable.
Are unwritten contracts enforceable? ›
An oral contract is a type of business contract that is outlined and agreed to via spoken communication, but not written down. Although it can be difficult to prove the terms of an oral contract in the event of a breach, this type of contract is legally binding.
Can I back out of a contract after signing? ›
You usually cannot cancel a contract, but there are times when you can. You can cancel some contracts within certain time limits. Some contracts must tell you about your right to cancel, how to cancel them, and where to send the cancellation notice.
Can you pull out after signing a contract? ›
You can pull out after exchange of contracts, however, there are financial penalties for doing so for the party that does. The costs include: Notice to complete legal fee of the other side's solicitor. Interest.
How many days can you back out of a contract? ›
Many states do require a cooling-off period of a few days (typically three business days) after any contract is signed. If this is the case in your state, either party may cancel the contract without penalty during this period. Otherwise, if the contract does not stipulate a cooling-off period, there isn't one.
Can you break a written contract? ›
A breach of contract can happen in both a written contract and an oral contract. The parties involved in a breach of contract may resolve the issue among themselves or in a court of law. There are different types of contract breaches, including a minor or material breach and an actual or anticipatory breach.
