“But I didn’t know what I was signing….” | Snell & Wilmer - JDSupra https://www.jdsupra.com/legalnews/but-i-didn-t-know-what-i-was-signi...

May 30, 2018

“But I didn’t know what I was signing….”

Robert Kethcart

Snell & Wilmer

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In real estate cases—which frequently involve long purchase agreements, loan

documents, personal guarantees, deeds of trust, etc.—we’ve likely all had a client or
opposing party who trots out the line that they didn’t know what they were signing,
or they didn’t read or understand what they were signing, so the document shouldn’t
be enforced according to its terms.

Most of us instinctively believe the claim is a loser: You signed the document, you’re
bound by it.

But is this actually right?

Well, we did some digging. Here is the Arizona law on the subject:

Nationwide Resources Corp. v. Massabni, 134 Ariz. 557, 658 P.2d 210 (App. 1982):
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ordinarily affords no ground for its avoidance, or for relief, even in equity.”
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Pacific Western Construction Co. v. Industrial Comm’n of Ariz., 166 Ariz 16, 800
P.2d 3 (App. 1990):

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“Failure to read an agreement reduced to writing and signed by a party

precludes recovery for fraud or misrepresentation concerning oral statements
made about the contents of the agreement.”

In re Henry’s Estate, 6 Ariz. App. 183, 430 P.2d 937 (1967):

“In this jurisdiction a person who is competent is held as a matter of law to

know the contents of an agreement he signs.”

Bradley v. Industrial Comm’n, 51 Ariz. 291, 76 P.2d 745 (1938):

“It is universally held that, when the parties to a contract have reduced it to
writing, one of them may not defeat it by showing by parol evidence that he did
not understand what the contract meant, except on the ground of mutual
mistake, fraud, or misrepresentation, and the modern doctrine is that the rule,
strictly speaking, is one of substantive law rather than of evidence.”

“When a person bound by a writing has carelessly signed the same without
reading it, the mere fact that he believed it to be something else than what it
was, when such belief was not brought about by the misconduct of the other
party, furnishes no ground for the admission of parol evidence that he did not
mean to execute it, for courts are not under the duty of relieving parties of the
consequences of their own gross negligence.”

Mut. Ben. Health & Acc. Ass’n v. Ferrell, 42 Ariz. 477, 27 P.2d 519 (1933), overruled
in part on other grounds by Occidental Life Ins. Co. v. Bocock, 77 Ariz. 51, 266 P.2d
1082 (1954):
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“[I]t is generally held that, when a party has usage,
an equal
storeopportunity to read
authorization tokens andand
permit sharing on social media
examine a contract with the other party, it isnetworks.
his dutyBy tocontinuing
do so, and, if he this
to browse fails,
website you accept the use of cookies.
he will not be permitted to avoid it on the ground that he did not read it or
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supposed it was different in its terms from what it really was. As the Supreme
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Court of the United States said in the case of Upton v. Tribilcock, 91 U. S. 45,
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50, 23 L. Ed. 203: ‘* * * It will not do for a man to enter into a contract and,
when called upon to respond to its obligations, to say that he did not read it

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when he signed it, or did not know what it contained. If this were permitted,
contracts would not be worth the paper on which they are written. But such is
not the law. A contractor must stand by the words of his contract; and, if he will
not read what he signs, he alone is responsible for his omission. * * *’”

And, in Teran v. Citicorp Person-to-Person Financial Center, 146 Ariz. 370, 706
P.2d 382 (App. 1985), the Arizona Court of Appeals held that loan documents
written in English were enforceable against persons who claimed they didn’t speak,
read, or understand English and who claimed they didn’t understand what they had
signed:

“In order to discuss questions one through seven, we must review the Arizona
law and review additional facts concerning the meeting at Citicorp when the
loan documents were signed. The general rule holds that one who signs a
written document is bound to know and assent to its provisions in the absence
of fraud, misrepresentation, or other wrongful acts by the other party. Nothing
before the trial court even permitted any inference that Citicorp committed any
fraud, misrepresentation, or wrongful act. The appellants received exactly that
which the documents set forth. Thus, assuming arguendo that the appellants
did not understand the documents or their legal significance, these fact
questions are not material unless Citicorp undertook the responsibility to
explain the documents to the Terans and, either intentionally or negligently,
failed to adequately perform that undertaking.”

So there you have it. Your instincts were correct. As a general rule in Arizona,
someone who signs a written document is bound by
Thisits terms
website unless
uses there
cookies was fraud,
to improve
user experience,
misrepresentation, or other wrongful acts by the other track anonymous
party. There might alsosite
be a
usage, store authorization tokens and
“reasonable expectations” exception if Darner (140 Ariz.
permit 383,on
sharing 682 P.2d
social 388 (1984))
media
networks. By continuing to browse this
is expanded from the insurance arena to the context of real
website estatethe
you accept agreements.
use of cookies.
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And now you have some authority on the issue, foruse cookies.
the next time you hear someone
say they didn’t know what they were signing. Continue

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all
situations and should not be acted upon without speci�c legal advice based on particular situations.

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RELATED CASE LAW

• Bradley v. Industrial Commission , 51 Ariz. 291 (Ariz. 1938)

• In re Estate of Henry , 6 Ariz. App. 183 (Ariz. Ct. App. 1967)

• Nationwide Resources Corp. v. Massabni , 134 Ariz. 557 (Ariz. Ct. App. 1983)

• Darner Motor Sales v. Universal Underwriters , 140 Ariz. 383 (Ariz. 1984)

• Teran v. Citicorp Person-to-Person Financial Center , 146 Ariz. 370

This (Ariz. Ct.
website usesApp. 1985)to improve
cookies
user experience, track anonymous site
• Occidental Life Ins. Co. v. Bocock , 266 P.2d 1082 (Ariz. 1954)
usage, store authorization tokens and
permit sharing on social media
• Paci�c Western Const. v. Indus. Com'n , 166 Ariz. 16 (Ariz. Ct.networks. By continuing to browse this
App. 1990)
website you accept the use of cookies.
• Upton, Assignee, v. Tribilcock , 91 U.S. 45 (1875) Click here to read more about how we
use cookies.

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