typo in purchase contract, is customer or business responsible

[jheissjr]

What is the name of your state (only U.S. law)? Pennsylvania

A typo was made in a purchase contract between a customer and a Pennsylvania business. The typo resulted in incorrect goods manufactured by the company.

Both parties agree the contract was incorrect. The purchase contract was written by the business and signed by the customer. The customer did not see the mistake in the contract during signing. The error is from the business incorrectly translating email requirements into the contract.

The business feels the customer is liable because the customer signed the contract and should have spotted the mistake. The customer feels the business is liable due to the business making a typo in the contract.

How would such a situation appear to a court? Is the customer, business liable?

Jeff

 

[LdiJ]

What is the name of your state (only U.S. law)? Pennsylvania

A typo was made in a purchase contract between a customer and a Pennsylvania business. The typo resulted in incorrect goods manufactured by the company.

Both parties agree the contract was incorrect. The purchase contract was written by the business and signed by the customer. The customer did not see the mistake in the contract during signing. The error is from the business incorrectly translating email requirements into the contract.

The business feels the customer is liable because the customer signed the contract and should have spotted the mistake. The customer feels the business is liable due to the business making a typo in the contract.

How would such a situation appear to a court? Is the customer, business liable?

Jeff

If the business is okay with losing the customer permanently, as well as possible bad mouthing that would go on in the industry. Then the business could probably get away with making the customer responsible since they signed the contract. They would likely have to sue the customer to get paid for any of the product, but they likely could get away with it.

However, if the business wants to maintain goodwill with the customer and anyone else in the industry that the business might have contact with, then the business should likely try to find a way to compromise and mitigate damages.

 

[adjusterjack]

the customer is liable because the customer signed the contract and should have spotted the mistake.

Yes, that.

Never sign a contract without thoroughly reading and understanding it.

That's always the responsibility of the customer.

I predict that the customer would lose in court.

 

[quincy]

What is the name of your state (only U.S. law)? Pennsylvania

A typo was made in a purchase contract between a customer and a Pennsylvania business. The typo resulted in incorrect goods manufactured by the company.

Both parties agree the contract was incorrect. The purchase contract was written by the business and signed by the customer. The customer did not see the mistake in the contract during signing. The error is from the business incorrectly translating email requirements into the contract.

The business feels the customer is liable because the customer signed the contract and should have spotted the mistake. The customer feels the business is liable due to the business making a typo in the contract.

How would such a situation appear to a court? Is the customer, business liable?

Jeff

From the Restatement (Second) of Contracts, section 152, When Mistake of Both Parties Makes a Contract Voidable: (1) Where a mistake of both parties at the time a contract was made as to a basic assumption on which the contract was made has a material effect on the agreed exchange of performances, the contract is voidable by the adversely affected party unless he bears the risk of the mistake under the rule stated in §154.

From the Restatement (Second) of Contracts, section 153, When Mistake of One Party Makes a Contract Voidable: Where a mistake of one party at the time a contract was made as to a basic assumption on which he made the contract has a material effect on the agreed exchange of performances that is adverse to him, the contract is voidable by him if he does not bear the risk of the mistake under the rule stated in §154 and (a) the effect of the mistake is such that enforcement of the contract would be unconscionable, or (b) the other party had reason to know of the mistake or his fault caused the mistake.

From the Restatement (Second) of Contracts, section 154, When a Party Bears the Risk of a Mistake: A party bears the risk of mistake when (a) the risk is allocated to him by agreement of the parties, or (b) he is aware, at the time the contract is made, that he has only limited knowledge with respect to the facts to which the mistake relates but treats his limited knowledge as sufficient, or (c) the risk is allocated to him by the court on the ground that it is reasonable in the circumstances to do so.

From the Restatement (Second) of Contracts, section 157, Effect of Fault of Party Seeking Relief: A mistaken party's fault in failing to know or discover the facts before making the contract does not bar him from avoidance or reformation under the rules ... unless the fault amounts to a failure to act in good faith and in accordance with reasonable standards of fair dealing.


I do not think it can be said definitively that the customer is liable for the incorrect goods that were manufactured by the company. Both the company and the customer failed to note the error but it was the company's responsibility to translate correctly the customer's requirements from the email to the contract.

Whoever you are, jheissjr (customer or business), you should seek out a personal review by an attorney in your area.

 

[jheissjr]

Does the station fall under mistranscription law?

c. MISTRANSCRIPTIONS
Where a written contract does not accurately express the agreement reached by the parties, the aggrieved party is entitled to the equitable remedy of rectification (also called reformation) if she shows (1) that a complete and certain agreement was reached between the parties and (2) that the agreement was not accurately expressed in the written contract. This remedy is available even if the mistaken transcription was due to the negligence of the aggrieved party or her legal advisor.

 

[quincy]

Does the station fall under mistranscription law?

c. MISTRANSCRIPTIONS
Where a written contract does not accurately express the agreement reached by the parties, the aggrieved party is entitled to the equitable remedy of rectification (also called reformation) if she shows (1) that a complete and certain agreement was reached between the parties and (2) that the agreement was not accurately expressed in the written contract. This remedy is available even if the mistaken transcription was due to the negligence of the aggrieved party or her legal advisor.

Based strictly on what you posted, it appears to.