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Is Failure to Read or Understand a Defense to Breach of Contract in Florida?

| Jan 10, 2019 | Firm News

In today’s world, individuals and businesses routinely enter into contracts in the ordinary course of their lives and operations. The average person may not even carefully read lengthy and intimidating contractual provisions before signing same, let alone understand these provisions. In South Florida, individuals with a limited ability to read or speak English are often presented with contracts in English. One question that individuals who we represent often ask us is: if a party to a contract fails to read or understand same, is the contract enforceable? Florida law is relatively clear on this issue.

”Where one contracting party signs the contract, and the other party accepts and signs the contract, a binding contract results.” D. L. Peoples Group, Inc. v. Hawley, 804 So.2d 561, 563 (Fla. 1 st DCA 2002). “There is a presumption that the parties signing legal documents are competent, that they mean what they say, and that they should be bound by their covenants.” Mandell v. Fortenberry, 290 So.2d 3, 7 (Fla. 1974). “Generally, it is enough that the party against whom the contract is sought to be enforced signs it.” Dodge of Winter Park, Inc. v. Morley, 756 So. 2d 1085, 1085-86 (Fla. 5th DCA 2000). “An individual’s failure to read or investigate the terms of the contract she signed is not a defense to enforcement of the contract.” Hansen v. Wheaton Van Lines, Inc., 486 F. Supp. 2d 1339, 1346 (S.D. Fla. 2006). See also Citibank v. Dalessio, 756 F. Supp. 2d 1361, 1367-68 (M.D. Fla. 2010) (“As a general matter, ‘[a] party who signs an instrument is presumed to know its contents …. He cannot avoid his obligations thereunder by alleging that he did not read the contract, or that the terms were not explained to him, or that he did not understand the provisions.’ . . . Furthermore, a party’s purported reliance on oral misrepresentations, which contradict the express terms of loan documents, are unreasonable as a matter of law.”); Swift v. North American Co. for Life and Health Ins., 677 F.Supp. 1145, 1150 (S.D. Fla. 1987) (“The rule that one who signs a contract is presumed to know its contents has been applied even to contracts of illiterate persons on the ground that if such persons are unable to read, they are negligent if they fail to have the contract read to them.”).

A party may seek to set aside or cancel an agreement based upon a unilateral mistake under certain circumstances. However, if the mistake is the result of the parties’ own negligence and lack of foresight, or the other party has already acted to its detriment in reliance on the contract, cancellation will generally not result. Limehouse v. Smith, 797 So. 2d 15 (Fla. 4th DCA 2001). However, relief might be granted where the mistake goes to the substance of the agreement and the party against whom rescission is sought has not detrimentally relied on the contract, the mistake was caused by the other party seeking to benefit from same, there is no negligence or want of due care by the party seeking cancellation, and denial of cancellation would result in inequity.

If you need assistance with a Florida breach of contract matter, contact our office at 305.222.7921 or [email protected], immediately, to schedule a consultation!

Robert Stone Jeffrey, Esq., is an attorney admitted to the Florida Bar in 2010, the United States District Court for the Middle District of Florida, the United States District Court for the Southern District of Florida, and the Supreme Court of the United States.  Robert has experience handling complex and high asset family law disputes, and has authored chapters in various publications relating to Florida family law, as well as civil and commercial litigation.  Robert  has been awarded an AV Rating by Martindale-Hubbell (2017 and 2018), as “Peer Rated For Highest Level of Professional Excellence.”  Robert was awarded a 10/10 rating by, and various client reviews can be accessed through that platform. See More information about Robert can be found at

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