On May 2, 2024, the First Department issued a decision in Wilmington Trust N.A. v. Nelson, 2024 NY Slip Op. 02388, holding that a party that sent signature pages to his lawyer for inclusion in a contract without reading the final version of the contract is bound by the final version to which the lawyer affixed the signature pages, explaining:
Supreme Court properly determined, after a hearing, that defendant authorized his counsel to affix his signature to the December 31, 2015 guaranty. The sole issue at the hearing was whether defendant authorized the execution of the guaranty, which, he acknowledged at the hearing, bears his authentic signature. Defendant does not dispute that he authorized his counsel to affix his signature to the loan documents as the nonparty borrower’s member but maintains that he did not authorize his counsel to affix his signature to his guaranty, and Supreme Court improperly conflated the two. However, the evidence at the hearing showed that defendant was aware that the loan was conditioned upon the execution of his guaranty, that he sent his counsel the signature pages for the guaranty while awaiting the final changes, and he acknowledged that he never reviewed the final closing package containing the finalized loan documents and guaranty bearing his signature to confirm that his requested changes had been made. We therefore reject his contention that he is not bound by the guaranty based on his failure to review the final terms of the guaranty.
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