# Legal Q: Written consumer contract different from verbal promise **URL:** \ **Category:** In My Humble Opinion\ **Created:** [April 21, 2009, 8:11pm UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890 "2009-04-21T20:11:09Z")\ **Posts on this page:** 10\ **Page:** 1
**Author:** ![Bearflag70](https://avatars.discourse-cdn.com/v4/letter/b/8e7dd6/32.png) [@Bearflag70](https://boards.straightdope.com/u/Bearflag70)\ **Post date:** [April 21, 2009, 8:11pm UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890/1 "2009-04-21T20:11:09Z")
THIS SITUATION IS 100% HYPOTHETICAL I haven’t been and am not involved in a case like this, but I was wondering how cases generally go where a business salesperson tells a consumer one thing but the written contract says something different. Of course, the consumer says he relied on the verbal representations of the salesperson and didn’t really read the written contract before signing it. The consumer claims fraud and the business points to the written contract and says, “It is what it is” and “failure to read a contract is no defense.” How do cases like these generally shake out in the real world? Do consumers regularly get shafted by the parol evidence rule on fully integrated contracts? ---
**Author:** ![Northern\_Piper](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/northern_piper/32/5304_2.png) [@Northern\_Piper](https://boards.straightdope.com/u/Northern_Piper)\ **Post date:** [April 21, 2009, 8:27pm UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890/2 "2009-04-21T20:27:17Z")
It would depend on the consumer protection laws in each jurisdiction. For example, in Saskatchewan, _[The Consumer Protection Act](http://www.qp.gov.sk.ca/documents/English/Statutes/Statutes/C30-1.pdf)_ abolishes the parol evidence rule for the purposes of express warranties: > [@](#): > > **Parol evidence rule abolished > 37** Parol or extrinsic evidence establishing the existence of an express warranty is admissible in any action between a consumer and a supplier even though it adds to, varies or contradicts a written contract. Section 46 is to similar effect. That suggests the parol evidence rule would still apply to other issues (e.g. - delivery date, if there is a variance between what the contract says and what the purchaser discussed with the salesperson.) ---
**Author:** ![ftg](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/ftg/32/2801_2.png) [@ftg](https://boards.straightdope.com/u/ftg)\ **Post date:** [April 21, 2009, 9:57pm UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890/3 "2009-04-21T21:57:55Z")
Our state has no protection laws at all regarding this. Cell phone companies are particularly notorious for promising the moon and stars verbally so the first bill is a shock to a lot of people. A gazillion word contract in 4pt print doesn’t help but that’s the one you’re supposed to read and understand. Don’t ever trust a verbal promise from a salesperson. ---
**Author:** ![smiling\_bandit](https://avatars.discourse-cdn.com/v4/letter/s/e9a140/32.png) [@smiling\_bandit](https://boards.straightdope.com/u/smiling_bandit)\ **Post date:** [April 22, 2009, 8:22pm UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890/4 "2009-04-22T20:22:27Z")
Legally, a verbal offer and acceptance is a contract. However, they are usually very difficult to prove, and judgements (or even lawsuits) are very uncommon. ---
**Author:** ![Bearflag70](https://avatars.discourse-cdn.com/v4/letter/b/8e7dd6/32.png) [@Bearflag70](https://boards.straightdope.com/u/Bearflag70)\ **Post date:** [April 22, 2009, 8:44pm UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890/5 "2009-04-22T20:44:52Z")
I did some quick reading and saw something to the effect that a party can get around a contract and the parol evidence rule if there was fraud in the inducement where the fraud was a misrepresentation of **fact** as to what the contract says, as opposed to a fraudulent promise that directly contradicts the written contract. That sounds nice but is probably a bitch to prove. “… but he told me before I signed it that the contract said X.” “No, I didn’t.” ---
**Author:** ![AK84](https://avatars.discourse-cdn.com/v4/letter/a/85e7bf/32.png) [@AK84](https://boards.straightdope.com/u/AK84)\ **Post date:** [April 22, 2009, 9:45pm UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890/6 "2009-04-22T21:45:23Z")
> [@Bearflag70](#): > > THIS SITUATION IS 100% HYPOTHETICAL > > I haven’t been and am not involved in a case like this, but I was wondering how cases generally go where a business salesperson tells a consumer one thing but the written contract says something different. > > Of course, the consumer says he relied on the verbal representations of the salesperson and didn’t really read the written contract before signing it. > > The consumer claims fraud and the business points to the written contract and says, “It is what it is” and “failure to read a contract is no defense.” > > How do cases like these generally shake out in the real world? > > Do consumers regularly get shafted by the parol evidence rule on fully integrated contracts? Its known as “misrepresentation”, which may allow the person lied to to recind the contract. In _Curtis v Chemical Cleaning and Dyeing Co [1951] 1 K.B. 805_, the Court of Appeal of England and Wales held that. > [@](#): > > The plaintiff had deposited her wedding dress with the defendants for cleaning. She was asked to sign a document which contained in it a condition excluding all liability on the part of the defendants for any damage to any article in their keeping. Before she signed the document, she asked why she was to do so and the assistant told her that the defendants would not accept any responsibility for damage to the beads or sequins on the dress. She did not read all the document. When the dress was returned there was a stain on the front of it, which had not been there before. The county court judge found that the defendants had not discharged the onus of showing that they had not been negligent, because there was a time while the dress was in their possession in transit during which the stain might have been caused, and he held that the oral statement by the assistant amounted to a misrepresentation so as to preclude the defendants from relying on the document limiting their liability for damage. > > Held, on appeal, that there plainly had been a misrepresentation, and owing to that misrepresentation the exception never became part of the contract between the parties, Low v Bouverie [1891] 3 Ch. 82 CA, R. v Lord Kylsant [1932] 1 K.B. 442 CCA, L’Estrange v F Graucob Ltd [1934] 2 K.B. 394 KBD and Olley v Marlborough Court Ltd [1948] 1 All E.R. 955 KBD applied. Per Denning, L.J.: “I do not wish it to be supposed that the cleaners would have been better off if the assistant had simply handed over the document to the customer without asking her to sign it; or if a customer was not so inquiring as the plaintiff, but was an unsuspecting person who signed whatever she was asked without question”: ---
**Author:** ![Lakai](https://avatars.discourse-cdn.com/v4/letter/l/9de0a6/32.png) [@Lakai](https://boards.straightdope.com/u/Lakai)\ **Post date:** [April 22, 2009, 10:00pm UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890/7 "2009-04-22T22:00:12Z")
It also depends on what the contract says. Chances are the contract will say something to the effect that the contract represents the final agreement between parties and what was said earlier doesn’t matter. When the contract is silent it depends on the rules in your jurisdiction. > [@AK84](#): > > Its known as “misrepresentation”, which may allow the person lied to to recind the contract. If there was intent to deceive, the misrepresentation can also be fraudulent. Any misrepresentation can get you out of the contract, but you can win more damages where there is fraud. Of course as noted, what is said verbally is hard to prove and usually that is why parties will be bound by the terms of the written agreement instead of the oral one. ---
**Author:** ![Bearflag70](https://avatars.discourse-cdn.com/v4/letter/b/8e7dd6/32.png) [@Bearflag70](https://boards.straightdope.com/u/Bearflag70)\ **Post date:** [April 22, 2009, 10:51pm UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890/8 "2009-04-22T22:51:22Z")
> [@Lakai](#): > > If there was intent to deceive, the misrepresentation can also be fraudulent. Any misrepresentation can get you out of the contract, but you can win more damages where there is fraud. > > Of course as noted, what is said verbally is hard to prove and usually that is why parties will be bound by the terms of the written agreement instead of the oral one. I don’t quite get what you’re saying here. On the one hand, you say any misrepresentation can get you out of a contract. On the other hand, you say parties will be bound by the writing. Never having delved too deep in this kind of thing, my basic understanding is that the court can consider all kinds of things unless the contract has a provision in it that says the written agreement is full and final (i.e., a “fully integrated contract” containing a “merger clause”). If the contract is fully integrated, then the court will not consider anything that was said before or contemporaneously with the signing of the contract that has the effect of contradicting the writing (i.e., the parol evidence rule). One exception to the parol evidence rule is fraud. However, if the court permitted everyone to assert fraud in the inducement to contract to get around the parol evidence rule, the the fraud exception would competely nullify or “swallow” the parol evidence rule. The one case I glanced at reconciled the rules to say that evidence of fraud in the inducement as to a statement of fact (i.e., regular ol’ fraud) is not barred by the parol evidence rule, but evidence of fraud as to a promise (i.e., promissory fraud) that is contradicted by the writing is barred by the parol evidence rule. The trick, then, is figuring out when something is promissory fraud or plain ol’ fraud as to fact. This hypo may have other problems with it, but here’s what I got out of my quick reading: “I will gladly pay you next Tuesday for a hamburger today. Sign this fully integrated contract.” The written contract actually says payment is due the first Tuesday in January of next year. Wimpy fails to pay you next Tuesday and you go to court. Wimpy points to the contract that says payment is not due yet. You claim the contract is void due to Wimpy’s fraud. However, this is promissory fraud, Wimpy’s verbal representation will be inadmissible, and payment will be due based on the written contract. If Wimpy had said, “I will gladly pay you next Tuesday for a hamburger today. Sign this fully integrated contract that says payment is due next Tuesday,” then Wimpy has committed regular ol’ fraud by misrepresenting the fact of the physical content of the writing. Wimpy’s statement will be admissible to void the written contract. ---
**Author:** ![Mama\_Zappa](https://avatars.discourse-cdn.com/v4/letter/m/71e660/32.png) [@Mama\_Zappa](https://boards.straightdope.com/u/Mama_Zappa)\ **Post date:** [April 22, 2009, 11:08pm UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890/9 "2009-04-22T23:08:22Z")
> [@ftg](#): > > Our state has no protection laws at all regarding this. Cell phone companies are particularly notorious for promising the moon and stars verbally so the first bill is a shock to a lot of people. A gazillion word contract in 4pt print doesn’t help but that’s the one you’re supposed to read and understand. > > Don’t ever trust a verbal promise from a salesperson. Hear, Hear!!! Many years back, a colleague of mine bought a new car. The advertisement said “no payments for 3 months”. The salesperson said so too. The contract (financing was arranged by the dealer) said “first payment to be on such-and-such date”, that being the following month, not 3 months hence. The colleague asked about that. The salesperson said "Oh, that’s just what the contract says, payments really aren’t due until 3 months. Yeah - 6 weeks later he was getting dunning phone calls from the bank that held the note on the car. He tried explaining what he’d been told, but the bank held him to the written contract. They did give him a couple of weeks to come up with the cash. The car dealership wanted nothing to do with the whole thing (one of many reasons I refused to deal with that group). Basically it was his word against the salesperson, and since he signed the contract anyway it was doubly hard to prove. ---
**Author:** ![Lakai](https://avatars.discourse-cdn.com/v4/letter/l/9de0a6/32.png) [@Lakai](https://boards.straightdope.com/u/Lakai)\ **Post date:** [April 23, 2009, 12:07am UTC](https://boards.straightdope.com/t/legal-q-written-consumer-contract-different-from-verbal-promise/493890/10 "2009-04-23T00:07:17Z")
> [@Bearflag70](#): > > I don’t quite get what you’re saying here. On the one hand, you say any misrepresentation can get you out of a contract. On the other hand, you say parties will be bound by the writing. Sorry if could have been more clear, but I was talking about what usually happens. That usually any verbal promises made can’t be proved and the parties get bound by the written contract. If there is good evidence for the verbal misrepresentation then the contract won’t be binding.