Griffin v. Seismic Services, Inc.
1972 La. App. LEXIS 6543, 259 So.2d 923 (1972)
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Rule of Law:
A contract may be avoided for a unilateral error of fact regarding the subject matter of the agreement or the person with whom it is made, provided the error pertains to the principal cause for the agreement and the other party knew or should have known of the mistake.
Facts:
- For several years, T. Warren Michot, President of Seismic Services, Inc., used a Paymaster brand checkwriter in his businesses.
- Daniel G. Griffin, a self-employed salesman, had previously performed minor service on Michot's Paymaster machine.
- Prior to August 11, 1970, Griffin's authority to represent Paymaster Corporation was terminated.
- On August 11, 1970, Griffin visited Michot's office and, according to Michot and his secretary, represented himself as being from Paymaster Corporation.
- Griffin demonstrated an F & E brand checkwriter, explaining its advantages over Michot's older Paymaster machine.
- Michot, believing he was dealing with a Paymaster representative and purchasing a new Paymaster model, agreed to buy the machine for $95.00.
- At Griffin's insistence, Michot signed a purchase order, which identified the machine as an F & E checkwriter, without reading it because he was busy with phone calls.
- Later that day, after a real Paymaster representative visited, Michot discovered the machine was not a Paymaster and that Griffin no longer represented the company, and he immediately stopped payment on the check.
Procedural Posture:
- Daniel G. Griffin sued Seismic Services, Inc. in a Louisiana trial court.
- Griffin's suit sought specific performance of the contract to sell the checkwriter and damages for defamation.
- The trial court found in favor of Seismic Services, Inc., ruling that the contract was vitiated by errors of fact and rejecting all of Griffin's demands.
- Griffin (Appellant) appealed the trial court's judgment to the intermediate appellate court.
- On appeal, Griffin abandoned his defamation claim, pursuing only the claim for specific performance of the contract.
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Issue:
Does a unilateral mistake of fact regarding the identity of the seller and the brand of a product vitiate a contract of sale when the seller was aware, or should have been presumed to be aware, of the buyer's mistake?
Opinions:
Majority - Landry, Judge.
Yes. A contract can be avoided where there is a unilateral error of fact as to the principal cause for the agreement and the other party knew or should have known of the error. The court found Michot was in error as to two principal causes for the contract: the identity of the person with whom he was dealing (he believed Griffin represented Paymaster) and the subject matter of the contract (he believed he was buying a Paymaster machine). The court accepted the testimony of Michot and his secretary that Griffin misrepresented himself, which created the error. Based on the circumstances, it must be presumed that Griffin was aware of Michot’s mistakes. Under Louisiana Civil Code articles on consent and error, these mistakes vitiated Michot's consent, rendering the contract unenforceable.
Dissenting - Blanche, Judge
No. A contract should not be avoided for unilateral error where the mistaken party's own negligence contributed significantly to the error. There was no evidence that Griffin knew or should have known that Michot wanted only a Paymaster checkwriter. Michot had ample opportunity to discover the truth: the two different machines were side-by-side on his desk, and he signed a purchase order that clearly identified the machine as an 'F & E checkwriter.' Michot's failure to read what he signed or notice what he was buying, even if he was a busy executive, should estop him from claiming he acted under an error he helped create.
Analysis:
This case provides a clear application of the unilateral mistake doctrine in contract law, particularly under the Louisiana Civil Code. It demonstrates that a party's subjective belief can override the objective terms of a written contract if that belief was mistaken, central to the deal, and the other party was aware of the mistake. The decision highlights the tension between enforcing written agreements as they appear and providing equitable relief when consent is flawed. The dissent offers a strong counterargument based on the duty to read a contract and the principle that a party cannot benefit from their own negligence, a concept central to contract enforcement in many jurisdictions.
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