L’Estrange v F Graucob Ltd
High Court
Citations: [1934] 2 KB 394.
Facts
They buyer bought an automatic slot machine from the seller. The buyer signed a document containing all the essential contract terms. This included a clause stating that ‘any express or implied condition, statement, or warranty, statutory or otherwise not stated herein is hereby excluded.’ This type of clause is called an ‘entire agreement’ clause.
The machine did not work satisfactorily, so the buyer sued for breach of contract. They argued that there was an implied term warranting that the machine would be fit for purpose. The defendant responded that the entire agreement clause excluded all implied warranties. The buyer had not read the contract and so was unaware of this clause.
Issue(s)
- Was the buyer bound by the entire agreement clause?
Decision
The court held in favour of the seller. The buyer was bound by the clause because they signed the document. It did not matter that they had not read the document before signing. It also did not matter that they were unaware of the clause.
This Case is Authority For…
Unless the other party has misrepresented the terms of the contract or the doctrine of non es factum applies, a person who signs a contractual document is bound by its terms. This is true whether or not the person has read the document or knows precisely what it contains.
Other
By contrast with unsigned contracts, for signed contracts there is no requirement for the other party to give adequate notice of the document’s contents.
