In the absence of fraud or special circumstances of a similar character, a person cannot escape the consequences of signing a document by saying, and proving, that they did not understand it.[1] Latham CJ in Wilton v Farnworth noted that the act of signing signifies a willingness to accept the risk of whatever is in the document, and it would cause chaos for business transactions if that were not the case.[2] Similar rules have been applied beyond contracts, such as in the case of resolutions of a company under the Corporations Act 2001 (Cth).[3] In Toll v Alphapharm the High Court considered the principles of sufficient notice which apply to allow an unsigned contract to have contractual force, before finding that no such rule requiring due notice of term applied to signed contracts.[4]
In Mackay Sugar v Quadrio[5] the Queensland Court of Appeal considered a meeting where cane growers were provided with two pages, including a signature page with the title of the document at the top. In the meeting there was a projection on the screen with further details, and those in attendance were told they could obtain a copy and take it away If they needed to. The relevant grower signed the page in the meeting itself. At first instance it was held that no supply contract had been signed as required by the Sugar Industry Act 1999 (Qld). This decision was overturned on appeal, applying Toll v Alphapharm to find the act of signing signified assent to being bound by all of the terms of the written contract, and it was not necessary to prove the terms were read or that steps were taken to bring attention to unusual terms. One potential exception to this rule is the situation where the relevant document is not be contractual at all, such as form indicating it related to advertising at the entry to a free event.[6] If there was no reason for the signatory to consider they were signing a contract the terms ought not be binding. An example might be where the recipient of goods is asked to sign a delivery receipt.
[1] Wilton v Farnworth [1948] HCA 20; (1948) 76 CLR 646 per Latham CJ at 649.
[2] As above, and cited with approval by the High Court in Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd [2004] HCA 52; (2004) 219 CLR 165, at [54].
[3] In the matter of Computer Room Solutions Pty Limited [2021] NSWSC 845 (13 July 2021)
[4] Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd [2004] HCA 52; (2004) 219 CLR 165 at [54] to [67].
[5] Mackay Sugar Ltd & Anor v Quadrio [2015] QCA 41.
[6] Le Mans Grand Prix Circuits Pty Ltd v Iliadis [1998] 4 VR 661