News & Noteworthy

Authored - NJ Contract Law Update - Consumer Contracts May Not Be Enforceable Where Commercial Contracts Might Otherwise Be
JANUARY 09, 2013 | Windels Marx - Commercial Litigation

In Home for the Armenian Aged, Inc. v. Symeonidis, 2012 WL 5834373 (N.J.App.Div. Nov. 19, 2012), the Court held unenforceable an ostensibly unambiguous contract rendering the defendant Symeonidis personally liable for the nursing-home cost of a non-relative patient for whom Symeonidis was caring as a "certified home health care aide". Both the appellate and trial Courts felt that concepts of adhesion, unconscionability, and duress (although not perfectly articulated in those terms) rendered the agreement unenforceable.

Symeonidis felt obliged to sign an admission form to the nursing home for the patient, according to the courts, when the hospital transferred the patient directly to the nursing home and needed a signature. When the patient refused to sign, even though competent, Symeonidis was asked to sign; although for reasons not made clear, Symeonidis was asked to sign personally rather than by virtue of the power of attorney she held. Of course, the latter possibility could have given rise to an interesting question in light of the fact that (a) the patient refused to sign, but (b) the holder of the power of attorney ostensibly would have been willing to do so; however, that issue was not discussed.

Symeonidis apparently felt that she had no choice but to sign in order to obtain necessary care for the patient. Both courts also found: the contract was one of adhesion; Symeonidis "did not understand its terms, given her limited grasp of written English"; and there was some question as to whether there was any subjective intent at the time of the execution of the contract to ultimately reach Symeonidis' personal assets.

The moral of the story is that when, as in Symeonidis, a consumer contract (even one of six-figure size, as in Symeonidis) is obtained under stressful circumstances, from someone with limited understanding of the English language, and with no personal benefit to the signatory and other uncertainties, the enforceability of the agreement is not assured. And when similar issues are presented in the 'next' case, the issue of enforceability will likely be triable.

Contact & Legal Disclaimer

Clark Alpert is the author of Guide to New Jersey Contract Law, published by the New Jersey Institute for Continuing Legal Education, originally published in 2007 and updated in November 2011. His updates on New Jersey contract law are based in recent issues and practical methods for addressing similar situations in your practice or business. They are not intended to serve as legal advice. Clark welcomes your questions and comments.


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