On December 30, 2024, Justice Platkin of the Albany County Commercial Division issued a decision in Darwish Auto Group, LLC v. TD Bank, N.A., 2024 NY Slip Op. 51779(U), holding that the failure to read a contract was no defense to its validity, explaining:
Darwish next contends that he did not have the opportunity to review and read the April 18, 2022 agreements: “During the closing, [the Lenders] continued to make changes to documents [and] . . . handed me signature pages to sign without providing me the opportunity to review the documents. I do not even know if the documents being used by them in this motion are actually the documents I signed” “During my deposition, I had the opportunity to review some of the documents. They are wrong on their face. For instance, the amount of money being loaned is wrong. Also, the signatures contain dates when I did not sign any documents”.
These contentions lack merit. Darwish was represented by sophisticated counsel at all pertinent times; his counsel’s regular practice was to review, and to have his client review, all documents before signing; and there is no evidence that Darwish was prevented from conferring with his counsel regarding any last-minute changes or from taking the time to read the agreements before signing them. Further, Darwish’s counsel testified that he provided Darwish with effective representation in connection with the April 18, 2022 agreements, and Darwish makes no claim to the contrary.
Thus, even if Darwish assented to a complex $62 million commercial transaction by signing agreements without reading them or discussing them with his counsel, he is conclusively bound by their terms; see also Chimart Assocs. v Paul, 66 NY2d 570, 571 [1986, Kaye, J.] [“Where a written agreement between sophisticated, counseled businessmen is unambiguous on its face, one party cannot defeat summary judgment by a conclusory assertion that . . . the writing did not express his own understanding of the oral agreement reached during negotiations.”]).
(Internal citations omitted).