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Dec 1, 201411:04 AMOpen Mic

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Commercial terms and conditions are boring and confusing; why bother to read them?

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Boilerplate T&Cs in commercial sales documents are often larded with legalese: tedious, unnecessarily complicated, and often confusing jargon. Does anybody read them or pay any attention to them before something goes wrong with the contract? And even if you read them, and even if you think you understand them, if there are terms you don’t like, they are probably not negotiable. So why read them?

A man from Wisconsin (Plaintiff) and an Italian company (Defendant) created a Wisconsin limited liability company. The operating agreement for the LLC was written in English and provided that the “agreement shall be governed and construed in accordance with the laws of the State of Wisconsin.” This is a choice of law provision.

Attached to the operating agreement was an exhibit that was written in Italian. Plaintiff did not read or speak Italian, he did not ask for or receive a translation of the price list during the negotiations, and he did not have legal counsel present. The parties signed or initialed every page of the agreement and the exhibit. The last page of the exhibit provided, in Italian, that the “exclusive jurisdiction for any disputes shall be the Court of Turin [Italy].” This is a forum selection clause. If both provisions were enforceable, the agreement would be governed by Wisconsin law but tried in Italy.

Plaintiff filed suit in Wisconsin and Defendant moved to dismiss, arguing the case could only be heard in Italy. Plaintiff argued that it wouldn’t be fair (it would be, he argued, “unconscionable”) to compel him to bring the case in Italy. Plaintiff explained he did not read the forum selection clause. The court was not impressed: “Failure to read a contract, particularly in a commercial contract setting, is not an excuse that relieves a person from the obligations of the contract.” Plaintiff complained that he could not read Italian. The court was equally unpersuaded:

We find it nothing short of astounding that an individual, purportedly experienced in commercial matters, would sign a contract in a foreign language and expect not to be bound simply because he could not comprehend its terms.

The judge dismissed the complaint. This Wisconsin plaintiff would need to go to Italy for relief.


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