In re International Profit Associates, Inc.   (also listed under Business, Consumer and Procedure)
Supreme Court of Texas - Austin
June 12, 2009 - 08-0531
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Opinion By: Per Curiam

Contract Must Be Read Before Signing. Reference To Numbered Pages Enough To Require Inquiry About Missing Page.
Riddell claims not to have seen page one of the contract containing the forum-selection clause at the time he signed it. There is specific evidence demonstrating that he knew, or should have known, of the existence of the clause when he signed the contract. Most notably, Riddell signed page four of the contract. A clause two lines above his signature noted: "This document, 4 pages in total, constitutes the entire agreement for services . . ." (emphasis in original). Furthermore, each of the three pages that Riddell claims he saw and endorsed states that the respective pages are "2 of 4," "3 of 4," and "4 of 4." Held: Even assuming that Riddell was not shown page one of the contract, the statements on pages two through four of the contract put him on notice that page one existed; he could have asked for the missing page. A party who signs a document is presumed to know its contents, including documents specifically incorporated by reference. Riddell's testimony, as well as the affidavits of Riddell's other representatives ,stating that he was never shown the first page of the contract, is insufficient evidence to meet Riddell's heavy burden of proof to avoid enforcement of the contract provision. Simply being unaware of a forum-selection clause does not make it invalid. Parties to a contract have an obligation to protect themselves by reading what they sign and, absent a showing of fraud, cannot excuse themselves from the consequences of failing to meet that obligation. Riddell's inattention to page one of the contract is not evidence of fraud or overreaching because there is no evidence that IPA made any misrepresentations about or fraudulently concealed the existence of page one or any other portion of the contract. To the contrary, the existence of page one is referenced on every page of the agreement that Riddell read and endorsed.