What happens if an important document is signed by someone who didn’t receive (or read) all of its pages before signing?
From time-to-time, we hear a person claim that when they signed a legal document (such as contract or guarantee), they hadn’t received all of its pages or terms. Sometimes it’s only the last ‘execution’ page of the document that was received and signed.
This can occur for a range of reasons, including human error, laziness or deliberate wrongdoing by someone else. As to whether the document is legally binding will depend on the facts of the situation, as addressed further in the Final Comments below.
The Mukerji Case
The Court of Appeal of Queensland recently dealt with this issue in Mukerji v Commonwealth Bank of Australia; Davies v Commonwealth Bank of Australia [2025] QCA 226. This was an appeal of a Supreme Court decision where the Court entered judgment against guarantors of a company despite the guarantors not having seen or read all terms of the guarantee documents they signed.
The background facts were as follows:
- The Commonwealth Bank agreed to provide a lending facility to a company (Superform) which, over the years, was increased to $2 million.
- Superform’s two directors signed personal guarantees for the loan. Each time the amount of the lending facility was increased, the directors signed extended
- Superform was eventually placed into liquidation. The bank commenced proceedings in the Supreme Court against the directors for the money owed under the extended guarantees.
- The directors denied they should be liable. They alleged that when they signed the guarantees and extended guarantees (and the final increase of the lending facility), they only received single pages of the documents – those pages containing the areas for signing and witnessing. The directors alleged that they did not receive the pages containing the actual terms and conditions. (This wasn’t disputed by the bank as it appears the documents were supplied by the bank to a non-director, who supplied it to them.)
- The bank applied for an early (summary) judgment.
- Despite the Supreme Court accepting that only single pages were signed, the page of the guarantees signed did include the word “guarantee”, noted it should be read together with a credit contract and that the guarantor would be liable if the borrower (Superform) did not pay.
- The Supreme Court entered Judgment against the directors for the money owed under the guarantees. The Judge was satisfied that each director was bound by the documents when they signed the pages, despite the directors not having seen or read the complete documents.
- The directors appealed the Supreme Court decision to the Court of Appeal.
In the Court of Appeal proceedings, the Court held as follows:
- A person does not need the complete document in front of them when signing in order for a Court to be satisfied that they intended to be bound to it.
- Even though the guarantee terms were not provided or reviewed by the directors, the evidence (which included statements by the directors in their affidavits) was sufficient to demonstrate that the directors were aware they were entering into guarantees and intended to be bound by them.
- There was no allegation by the directors that they signed the documents under duress, or as a result of misrepresentation or the like, so the circumstances in which the directors signed the documents were irrelevant.
- There was no suggestion that the directors did not sign the documents voluntarily. (Even if the directors did not fully understand the effect of what they signed, that would have been of no consequence here because of the finding that they still intended to be bound.)
- There was no uncertainty by the directors about the guarantees, particularly based on the words of the pages they signed.
- If a person signs a legal document but is not aware of its terms due to a failure to read the terms or conditions, or failure to obtain them beforehand, that person can still be found to have intended to enter into legal relations.
- The directors’ appeal was dismissed.
Final comments
Despite the outcome of this case, one cannot necessarily assume that all other persons in similar circumstances (that is, having signed a legal document without receiving or reading all its pages) would be legally bound. It depends on the background facts including, for instance, what was actually signed, how that came about, what the person understood at the time, amongst other things.
Although it was not an issue in these proceedings, a signed (incomplete) legal document could be set aside or deemed invalid where it was signed due to fraud, misrepresentation, duress or certain other circumstances. Further, it is possible that person could have a right to pursue a third party for any loss that flows from having signed the legal document.
In any event, as was noted by the Court of Appeal, any person about to sign a legal document that’s incomplete should pause for thought and make proper inquiries about it, rather than signing and taking the chance of what dispute might follow down the track about its contents and legal effect.
If you are unsure about a document you are asked to sign, or you are facing a dispute over what has been signed, contact Charlie Young from Bennett & Philp Lawyers for tailored advice and practical solutions.
This publication covers legal and technical issues in a general way. It is not designed to express opinions on specific circumstances It is intended for information purposes only and should not be regarded as legal advice. Further professional advice should be obtained before taking action on any issue dealt with in this publication.