I happened upon this blog post by Susan Wilson of Alston+Bird regarding a recent Delaware Chancery Court opinion, Cambridge North Point LLC v. Boston and Maine Corporation.
B&M argued that the court should hold the contract at issue unenforceable because B&M had signed the contact “without noticing” a new provision added to a draft by Cambridge. But B&M had proposed revisions to the draft in question, suggesting that B&M had in fact read it, or at least had had the opportunity to do so. It’s no surprise that Vice Chancellor Strine declined to accept B&M’s argument.
To get the full flavor of this unlikely dispute, read Susan’s post.
2 thoughts on “You Have to Read the Contract”
I like to think that the court would have reached the same conclusion even had B&M not read the contract. In the absence of the counterparty making a representation as to content, a commercial party that signs a contract should be bound by it, whether or not they know what is in it.
In a world where 50 page contracts are enforced against online-purchasing consumers from the simple act of pressing a link, with no evidence that the contract was read let alone understood, this attempt to avoid a paper document deserves the laughter I’m affording it right now.