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Is the Fine Print on the Back of an Invoice Enforceable?

Read the Fine Print…It’s Not Always So Fine

Many documents used in business today contain fine print, or small print information.  This may include an invoice you receive from a supplier or a provider of goods or services.  When you receive an invoice that contains written information, it is important that you read it as you could end up being bound by its terms.  Under California law, a person who signs a contract is bound by its provisions, even if he or she fails to read it.  See Bernard Construction Co. v. Municipal Court (1975) 49 Cal.App.3d 710, 722.

If you become involved in a dispute over the fine print on the back of an invoice or other similar document, it is important you speak with a business litigation lawyer who can help you.  The business lawyers at Brown & Charbonneau, LLP can provide you with legal advice and information on your rights in any situation where you have entered into a contractual agreement.  Call today to learn more.

Is the Fine Print on the Back of an Invoice Enforceable?

Whenever you enter into a contractual relationship, you have a duty to read the contract. . .This includes fine print and small print that are a part of the agreement.  Under California law, if you do not read and understand what you are agreeing to, but you enter into the contract anyway, you generally will still be bound by the terms of the contract. See Bernard Construction Co. v. Municipal Court (1975) 49 Cal.App.3d 710, 722.  This is why it is so important that you have an attorney look over any agreements that you are considering signing.

There are some exceptions to this. For example, if a contract terms are “unconscionable” (grossly unfairly to the signer) and you had no opportunity to negotiate the terms of the agreement, there may be times when you are not bound to abide by the contract. You will need to make a solid argument about why you should not be required to fulfill your part of the bargain when you claim a contract is unconscionable.

To prevail on a claim that a contract was unconscionable, you must show (1) oppression arising from an inequality of bargaining power which results in no real negotiation and an absence of meaningful choice; and (2) surprise involving the extent to which the supposedly agreed–upon terms of the bargain are hidden by the party seeking to enforce the disputed terms. In addition, you must also show the contract terms are unjustifiably one–sided, and reallocate the risks in an objectively unreasonable manner. See Ilkhchooyi v. Best (1995) Cal. App. 4th 395.

In response to a claim that a contact is unconscionable, the other party can and will likely argue that you had an obligation to understand the contract, that the terms are not unfair, and/or that you did not have to sign it but did so voluntarily.  Ultimately, the case will often come down to whose argument is most compelling.

Aside from exceptions like the issue of unconscionably, we must reiterate that most contracts are enforceable even if you did not read them.  Thus, the question of whether the fine print on the back of an invoice is enforceable or not is largely going to come down to whether there was a valid contractual agreement in place.

Under California law, a contract is valid only if the party enforcing the contract can show there was an offer (a party communicates that they are willing to be bound by a defined set of terms see City of Moorpark v. Moorpark Unified School Dist. (1991) 54 Cal.3d 921, 930), and acceptance (conduct or words that express acceptance to the offeror, see Russell v. Union Oil Co. (1970) 7 Cal.App.3d 110).  You also need consideration, which means something of value was exchanged. See Property California SCJLW One Corp. v. Leamy (2018) 25 Cal.App.5th 1155, 1165.

When someone simply sends you an invoice, this may not be considered a contract – it is more likely a preliminary statement of the quantity, quality, and cost of items for the parties to consider.  However, if you sign off on the invoice, this may be considered acceptance of an offer, so long as the invoice contains the elements necessary to constitute an offer. This, in turn, can mean that the parties will become bound by the fine print.

If you have received an invoice and are concerned about the fine print terms on the back, contact one of the business litigation lawyers at Brown & Charbonneau, LLP to get help determining whether you should agree to its terms.  If you are already being accused of breaching contract terms created by an invoice or other similar document, we can provide you with assistance fighting the allegations against you.  Call us today to learn more.