As regards written and signed contracts, the usual view is that the Divisional Court’s decision in L’Estrange v Graucob Ltd is conclusive. If so, the rule is that a person is bound by any contract to which they have appended their signature. The effect of signature (in the absence of fraud, duress, misrepresentation or a possible plea of non est factum) is seen as indicating assent to the terms proposed in the contract. In this case, the buyer of cigarette vending machine for use in a seaside café had signed a sales agreement (printed on brown paper!) in the presence of the representative of the seller. The machine did not work satisfactorily, and the buyer (Mrs L’Estrange) claimed damages for (inter alia) breach of an implied warranty that the machine was not fit for the purpose for which it was sold. The principal defence of the seller was that the sales agreement contained a clause expressly providing for the exclusion of all implied warranties. The buyer agreed that she had not read the agreement, and knew nothing of its content. Moreover, the clause excluding warranties could not easily be read, owing to the smallness of the print. The Divisional Court (Scrutton and Maugham LJJ) found in favour of the seller. In the words of Scrutton LJ (at p 404): ‘In this case, the plaintiff has signed a document headed “Sales Agreement”, which she admits had to do with an intended purchase and which contained a clause excluding all conditions and warranties. That being so, the plaintiff, having put her signature to the document and not having been induced to do so by any fraud or misrepresentation, cannot be heard to say that she is not bound by the terms of the document because she has not read them.’ The decision is often cited as an extreme instance of the courts’ refusal to countenance any solution which limits parties’ freedom to contract, however unjust the results. It has been argued that the decision flies in the face of a

doi:10.4324/9781843141518-42

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As regards written and signed contracts, the usual view is that the Divisional Court’s decision in L’Estrange v Graucob Ltd is conclusive. If so, the rule is that a person is bound by any contract to which they have appended their signature. The effect of signature (in the absence of fraud, duress, misrepresentation or a possible plea of non est factum) is seen as indicating assent to the terms proposed in the contract. In this case, the buyer of cigarette vending machine for use in a seaside café had signed a sales agreement (printed on brown paper!) in the presence of the representative of the seller. The machine did not work satisfactorily, and the buyer (Mrs L’Estrange) claimed damages for (inter alia) breach of an implied warranty that the machine was not fit for the purpose for which it was sold. The principal defence of the seller was that the sales agreement contained a clause expressly providing for the exclusion of all implied warranties. The buyer agreed that she had not read the agreement, and knew nothing of its content. Moreover, the clause excluding warranties could not easily be read, owing to the smallness of the print. The Divisional Court (Scrutton and Maugham LJJ) found in favour of the seller. In the words of Scrutton LJ (at p 404): ‘In this case, the plaintiff has signed a document headed “Sales Agreement”, which she admits had to do with an intended purchase and which contained a clause excluding all conditions and warranties. That being so, the plaintiff, having put her signature to the document and not having been induced to do so by any fraud or misrepresentation, cannot be heard to say that she is not bound by the terms of the document because she has not read them.’ The decision is often cited as an extreme instance of the courts’ refusal to countenance any solution which limits parties’ freedom to contract, however unjust the results. It has been argued that the decision flies in the face of a

ABSTRACT

As regards written and signed contracts, the usual view is that the Divisional Court’s decision in L’Estrange v Graucob Ltd69 is conclusive. If so, the rule is that a person is bound by any contract to which they have appended their signature. The effect of signature (in the absence of fraud, duress, misrepresentation or a possible plea of non est factum) is seen as indicating assent to the terms proposed in the contract. In this case, the buyer of cigarette vending machine for use in a seaside café had signed a sales agreement (printed on brown paper!) in the presence of the representative of the seller. The machine did not work satisfactorily, and the buyer (Mrs L’Estrange) claimed damages for (inter alia) breach of an implied warranty that the machine was not fit for the purpose for which it was sold. The principal defence of the seller was that the sales agreement contained a clause expressly providing for the exclusion of all implied warranties. The buyer agreed that she had not read the agreement, and knew nothing of its content. Moreover, the clause excluding warranties could not easily be read, owing to the smallness of the print. The Divisional Court (Scrutton and Maugham LJJ) found in favour of the seller. In the words of Scrutton LJ (at p 404): ‘In this case, the plaintiff has signed a document headed “Sales Agreement”, which she admits had to do with an intended purchase and which contained a clause excluding all conditions and warranties. That being so, the plaintiff, having put her signature to the document and not having been induced to do so by any fraud or misrepresentation, cannot be heard to say that she is not bound by the terms of the document because she has not read them.’