Relying On Common Law Principles Of Contract Formation, The Court Of Appeal Ducks Deciding Whether Failure To Comply With Statutory Provision Requiring Spanish Translation Of Contract Resulted In Unconscionability.
Ordinarily, one who signs a contract without understanding its contents will nevertheless be bound by it, just as one who fails to wear reading glasses when reviewing a contract will nevertheless be treated as one who has read the contract. What happens when the purchaser of an automobile signs a contract in English that contains an arbitration clause, and receives a Spanish translation that does not contain the arbitration clause? In the case of Ramos v. Westlake Services LLC, A141353 (1/2 Nov. 24, 2015) (Miller, Richman, Stewart), the Court of Appeal held that the Spanish speaking purchaser, who negotiated the purchase in Spanish, and who received a Spanish translation of the contract that he initialed, “reasonably relied on a Spanish translation of the English Contract . . . provided him and that did not include the arbitration agreement.” As a result, the Court of Appeal held that mutual assent to the arbitration was lacking, and the arbitration agreement was void – affirming the trial court order denying defendant’s motion to compel arbitration.
While the Court of Appeal affirmed the order of the trial court, it did not rely on the trial court’s reasoning. Unlike the Court of Appeal, the trial court had relied on Civil Code section 1632, requiring that “[a]ny person engaged in a trade or business who negotiates primarily in Spanish” in certain transactions, including auto sales, “shall deliver to the other party to the contract . . . a translation of the contract . . . in the language in which the contract . . . was negotiated, that includes a translation of every term and condition in that contract . . . “ The trial court had held that the failure to properly translate the contract into Spanish was unconscionable. The Court of Appeal held that it did not have to address “arguments regarding the scope of section 1632’s remedies or the trial court’s finding that the arbitration agreement was unenforceable due to unconscionability,” because it reached the same result with traditional contract formation concepts.
While strictly speaking, the Court of Appeal did not rely on section 1632 to affirm the trial court’s order, it did note that “it would be anomalous” to hold that the seller was required to provide Ramos a translation, and that the buyer “was not entitled to rely on the accuracy of that translation.”