You Have to Read the Contract

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.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

2 thoughts on “You Have to Read the Contract”

  1. 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.

  2. 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.


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