The Appeals Court has reaffirmed the longstanding rule that failure to understand English is not grounds for invalidating a contract written exclusively in the language.
In a case published today, a Spanish-speaking man sued his eye surgeon for medical malpractice.
Prior to the man’s surgery he signed an agreement stating that all malpractice claims arising from the operation would be handled through arbitration.
After the patient filed his lawsuit in Superior Court, the surgeon’s lawyer moved to dismiss the case, per M.G.L. c. 251, § 2(a), and to compel arbitration according to the terms of the pre-operation agreement.
The man challenged the motion to dismiss by claiming
That no such arbitration agreement exists because the patient was incapable of understanding the document.
Under such circumstances, according to the patient, the arbitration agreement was the product of fraud and mistake and thus it would be “unconscionable” for the court to uphold it.
The Superior Court trial judge sided with the patient and denied the surgeon’s motion to dismiss. The surgeon’s lawyer appealed and the Appeals Court overturned the trial judge’s ruling.
First, the Appeals Court cited the general requirements for a binding contract:
For there to be an enforceable contract, there must be both reasonable notice of the terms and a reasonable manifestation of assent to those terms.
The court concluded that both criteria had been satisfied by the arbitration agreement at issue.
Next the stated the oft-cited case law for unread or un-translated written agreements:
The general rule is that, in the absence of fraud, one who signs a written agreement is bound by its terms whether he reads and understands it or not. This rule applies to a person who cannot read. The rule also applies to those who lack an understanding of the terms of the agreement or the English language. (Citations and quotations omitted.)
So what is the rationale for this rule? According to the Appeals Court,
This longstanding rule rests upon the fundamental need for security in business transactions. These legal principles underscore that there is a solemnity to physically signing a written contract that renders a signature more than just a fancy ornament on a document. (Citations and quotations omitted.)
Thus, the Appeals Court reversed the trial judge’s ruling. The surgeon’s motion to dismiss will be allowed and the case will be sent to arbitration.