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Home > Journals > Michigan Law Review > MLR > Volume 34 > Issue 5 (1936)

 

Abstract

Ordinarily, a man who signs a written contract is bound by its terms in the absence of a misrepresentation of the contents of the writing or mutual mistake, although he may be under a misapprehension in regard to what the writing contains. This is true though the signer cannot read because of illiteracy or blindness. The law, proceeding on an objective theory of mutual assent, holds that it is his duty to read, or, if unable to do so, to get someone else to read for him. But, while unilateral misunderstanding not known to or caused by the other party will not excuse the signer, no court goes to the opposite extreme of holding that a person is bound by every instrument he signs. If a mutual mistake is made by offeror and offeree as to the contents of a document, a case may be presented for reformation or other relief. If there is no mutual mistake, but a false representation by the offerer as to its contents or knowledge by him of the signer's misunderstanding, it is clear that the contract may sometimes be avoided; but the question arises as to what circumstances are necessary to present a good case for excusing the signer. This problem has arisen in a great variety of fact situations, the most frequent of which involves misrepresentations by a sales agent in securing an order for the purchase of goods. Likewise, such misrepresentation has resulted in a great variety in the kinds of relief which have been requested by defrauded offerees. These include actions involving rescission of the written contract, either at law or in equity or in a suit for quasi-contractual relief; and actions involving affirmance, such as deceit. The problem to be dealt with in this comment is limited to the question of rescission, chiefly in contract actions at law; though the writer believes that there is little difference between the requirements for avoidance at law and in equity, and indeed there should not be, since the same problem is presented in either case and the same court renders the decision.

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