Monday, 1 July 2013

[Contract] Signature in Contracts and Relevant Case Law

Parker v South Eastern Railway Company (1877) (1876-77) LR 2 CPD 416 at 421

Mellish LJ:

“In an ordinary case, where an action is brought on a written agreement which is signed by the defendant, the agreement is proved by proving his signature, and, in the absence of fraud, it is wholly immaterial that he has not read the agreement and does not know its contents. The parties may, however, reduce their agreement into writing, so that the writing constitutes the sole evidence of the agreement, without signing it; but in that case there must be evidence independently of the agreement itself to prove that the defendant has assented to it.”

L'Estrange v F Graucob Ltd [1934] 2 KB 394 at 403

Scrutton LJ:

“[w]hen a document containing contractual terms is signed, then, in the absence of fraud, or, I will add, misrepresentation, the party signing it is bound, and it is wholly immaterial whether he has read the document or not.”

Wilton v Farnworth (1948) 76 CLR 646 at 649

Latham CJ:

“In the absence of fraud or some other of the special circumstances of the character mentioned, a man cannot escape the consequences of signing a document by saying, and proving, that he did not understand it. Unless he was prepared to take the chance of being bound by the terms of the document, whatever they might be, it was for him to protect himself by abstaining from signing the document until he understood it and was satisfied with it. Any weakening of these principles would make chaos of every-day business transactions.”

Oceanic Sun Line Special Shipping Company Inc v Fay (1988) 165 CLR 197 at 228.

Brennan J: 

“If a passenger signs and thereby binds himself to the terms of a contract of carriage containing a clause exempting the carrier from liability for loss arising out of the carriage, it is immaterial that the passenger did not trouble to discover the contents of the contract.”

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