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I Speak Spanish, But Signed a Contract Written in English: Am I Bound?

In brief, the answer is “yes” assuming that you had the opportunity to review the contract and seek out a translation or a translator. Generally speaking, parties are not required to translate a contract into another language for the other party. Parties are expected to use their own resources to read, translate, and understand a contract before agreeing to and signing it. The underlying idea is that the Law of Contract here in the Golden State assumes that contracting parties will take the contract seriously and act in their own self-interest before signing. Among the acts of “self-interest” are having the document translated. An experienced San Diego corporate attorney can help with these sorts of legal issues.

The case of Mohamed v. Uber Technologies, Inc., 109 F.Supp.3d 1185 (US Dist. N.D. Cal. 2015) illustrates the legal principles. In that case, one of the plaintiffs, Abdul Mohamed, was a driver for Uber. He and several other plaintiffs brought a class action lawsuit against Uber based on various legal causes of action. The contract that Mohamed signed was an online contract and he was required to click the “Yes, I agree” box at two different places during the application process. In the lawsuit, Mohamed asserted various arguments that the online contract was not valid and not enforceable against him. One argument was that he could not legally assent to the contract because he does not sufficiently understand English.

However, this argument was rejected. The court noted that “it is a fundamental principle of contract law that a person who signs a contract is presumed to know its terms and consents to be bound by them.” The court cited a number of cases holding that a person is bound by a contract even if the contract was not in the person’s native language. This law applies to any language. The cases mentioned by the court included contracts in German, Spanish, English, and other languages. The general principle is that “mere ignorance” does not relieve a party of its obligations under a contract and not having the contract translated is a form of “mere ignorance.” The court held that “[a]s a matter of contract formation, Mohamed is bound by his legal assent.”

That being said, there is a principle called “translation fraud.” If you do not speak the language of the contract and you ask for it to be translated by the other party, the translation must be accurate. A good case example here is Ramos v. Westlake Services LLC, Case No. A141353 (Cal. App. 2nd Dist. 2015). In that case, the plaintiff bought a car. The plaintiff spoke Spanish and was given an English language contract to sign. The plaintiff asked for the Spanish language version. However, the Spanish language version was different — or was not properly translated. The California Court of Appeal held that the plaintiff was not bound by the terms of the English language version of the contract. The court held that it was reasonable for the plaintiff to rely on the Spanish translation of the contract; since the translation was inaccurate, the court held that there was a fraud in the making of the contract. The provisions at issue — the arbitration requirements — were held to be void and unenforceable.

Legal Lessons

If you are asked to sign a contract in a foreign language, seek a translation of the contract. If you sign, you will be bound. If you are asked to give a translation of a contract you are asking someone to sign, make sure the translation is accurate.

Contact San Diego Corporate Law

For more information, contact attorney Michael Leonard, Esq., of San Diego Corporate Law. Mr. Leonard focuses his practice on business law, transactional, and corporate matters and provides a full panoply of legal services for businesses including formation of corporate entities of all types. Mr. Leonard can be reached at (858) 483-9200 or via email. Mr. Leonard proudly serves business owners and residents in San Diego and in the surrounding communities. Like us on Facebook.