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227:"The parties may, however, reduce their agreement into writing, so that the writing constitutes the sole evidence of the agreement, without signing it; but in that case there must be evidence independently of the agreement itself to prove that the defendant has assented to it. In that case, also, if it is proved that the defendant has assented to the writing constituting the agreement between the parties, it is, in the absence of fraud, immaterial that the defendant had not read the agreement and did not know its contents."
177:, that Mr Graucob was not entitled to rely on the exclusion clause. Lord Herschell had asked three questions: (1) Did the plaintiff know that there was writing or printing on the document? (2) Did she know that the writing or printing contained conditions relating to the terms of the contract? (3) Did the defendants do what was reasonably sufficient to give the plaintiff notice of the conditions? The judge held that question (3) was not satisfied.
251:, which has been read by my learned brother, to the effect that where a party has signed a written agreement it is immaterial to the question of his liability under it that he has not read it and does not know its contents. That is true in any case in which the agreement is held to be an agreement in writing.
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The case still holds significance, not because it would be decided the same today in relation to a consumer, but because it establishes the basic principle that one is bound by their signature, as a general starting point. This is particularly important among businesses. If the same facts arose again
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In cases in which the contract is contained in a railway ticket or other unsigned document, it is necessary to prove that an alleged party was aware, or ought to have been aware, of its terms and conditions. These cases have no application when the document has been signed. When a document containing
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In this case it is, in my view, an irrelevant circumstance that the plaintiff did not read, or hear of, the parts of the sales document which are in small print, and that document should have effect according to its terms. I may add, however, that I could wish that the contract had been in a simpler
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In any event, one commentator, Spencer, argued that
Graucob's representatives knew Miss L’Estrange was making a mistake, and therefore should not have won. He argued refusal to apply the law on unilateral mistake where there is a signature comes from misunderstanding the parol evidence rule and non
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Lord
Denning talked about this case in his memoirs, in the context of legal reporting in that era. Denning wrote: "The reporter of L’Estrange v Graucob did not think much of the decision. He didn’t record it in the law reports. But my company had it privately printed: and I went around the County
150:
She did not read the document. She was supposed to pay for the machine in instalments. But after machine was delivered it got jammed and did not work, despite mechanics coming to fix it. Miss L'Estrange thus refused to continue paying her installments and brought an action in the
219:"In an ordinary case, where an action is brought on a written agreement which is signed by the defendant, the agreement is proved by proving his signature, and, in the absence of fraud, it is wholly immaterial that he has not read the agreement and does not know its contents."
146:"This agreement contains all the terms and conditions under which I agree to purchase the machine specified above, and any express or implied condition, statement, or warranty, statutory or otherwise not stated herein is hereby excluded. H. M. L'Estrange."
293:
held the signature would only bind if it was reasonable for the party relying on the signed document to believe the signer assented to onerous terms (i.e. unlike Grogan, where the document is intended to have contractual effect). By contrast, in 2004 in
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found that the exclusion clause formed part of the contract. It was immaterial that L'Estrange had not read the clause. The fact that she signed it meant that she was bound by it. She is deemed to have read and agreed to the terms of the contract.
271:
section 14(3) implies that goods for sale have a warranty from the seller as to their fitness. Between two businesses dealing as commercial parties of equal bargaining strength, this term could be excluded. But when one party is a consumer, the
155:
County Court at
Llandudno for the sums already paid, arguing the machine was not fit for purpose. Mr Graucob contended that any warranties for fitness were expressly excluded by the contractual agreement she signed.
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contractual terms is signed, then, in the absence of fraud, or, I will add, misrepresentation, the party signing it is bound, and it is wholly immaterial whether he has read the document or not.
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Having said that, he goes on to deal with the ticket cases, where there is no signature to the contractual document, the document being simply handed by the one party to the other:
114:, as a young barrister, represented the company in this action, but later - for instance, speaking in Parliament in 1977 - made clear that he regarded the decision as wrong.
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section 6(2)(a) stipulates that the warranty about fitness cannot be excluded. So
Graucob would have been in breach of contract for providing a faulty machine in any event.
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126:. Two travelling salesmen, Mr Page and Mr Berse, representing Mr Graucob's slot machine business in City Road, London, came to visit her. She was persuaded to purchase a
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concurred, though expressing his regret at the result. He held he was bound to do so. He said the only two possibilities were that the document was signed
134:"Please forward me as soon as possible: One Six Column Junior Ilam Automatic Machine ... which I agree to purchase from you on the terms stated below...."
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set out 'an important principle of
English law which underpins the whole of commercial life; any erosion of it would have serious repercussions'.
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today, the case would be regulated by unfair terms legislation, and Miss L'Estrange would have won, despite having signed. The
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and more usual form. It is unfortunate that the important clause excluding conditions and warranties is in such small print.
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Mr
Graucob appealed. Alfred Thompson Denning, at that time a barrister, represented F Graucob Ltd. Fifty years later, as
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Baron Alfred
Thompson Denning, The family story by Lord Denning, London: Butterworths, 1981, p. 99.
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J Spencer, ‘Signature, Consent, and the Rule in L’Estrange v
Graucob’ Cambridge Law Journal 104
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J Spencer, ‘Signature, Consent, and the Rule in L’Estrange v
Graucob’ Cambridge Law Journal 104
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The present case is not a ticket case, and it is distinguishable from the ticket cases. In
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laid down in a few sentences the law which is applicable to this case. He there said:
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There can be no dispute as to the soundness in law of the statement of
Mellish LJ in
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Courts of England winning case after case most unrighteously for the Company."
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Peekay Intermark Ltd v Australia and New Zealand Banking Group Ltd
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and signed a document entitled 'Sales Agreement', which stated:
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Miss Harriet Mary L'Estrange had a cafe in Great Ormes Road,
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George Mitchell (Chesterhall) Ltd v Finney Lock Seeds Ltd
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decision robustly and affirmed L'Estrange. In the UK, in
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George Mitchell (Chesterhall) Ltd v Finney Lock Seeds Ltd
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459:Henry Kendall Ltd v William Lillico Ltd
383:Parker v South Eastern Railway Company
175:Richardson, Spence & Co v Rowntree
526:Incorporation of terms in English law
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286:Tilden Rent-A-Car Co. v. Clendenning
138:Further along, in small print, an
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445:McCutcheon v David MacBrayne Ltd
314:was at pains to emphasise that
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564:Hansard HL Debs (23 May 1977)
274:Unfair Contract Terms Act 1977
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485:Hollier v Rambler Motors Ltd
471:Thornton v Shoe Lane Parking
360:Incorporating contract terms
249:Parker v South Eastern Ry Co
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395:L'Estrange v F Graucob Ltd
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280:est factum rules.
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316:L’Estrange
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