“Read and approved”: an omnipresent yet superfluous statement
A superfluous precaution, the phrase “read and approved” is one of the most notorious placebos in the business world. Like the phrase “agreed,” this formula has no legal value whatsoever with regard to contracts concluded in person or online.
Present in the 1804 Civil Code, this phrase was only mandatory for certain isolated unilateral commitments:
“Every note or promise under private seal by which one party undertakes to pay the other a sum of money or valuable property must be written in the handwriting of the person making it, or at least, in addition to their signature, they must have written in their own hand a ‘good’ or ‘approved’.”
This formula was subsequently abolished by a 1980 law. However, as early as the 19th century, its use became widespread, even though it was no longer required.
Moreover, the Court of Cassation has repeatedly referred to the 1980 law and hastened to specify that a private agreement is subject to no formal requirements other than the signatures of those bound by it; the phrase “read and approved” at the bottom of a private document is a mere formality devoid of any legal significance.
Read and approved: a contractual statement without purpose
Today, the law does not require this statement for the validity of a document. Indeed, apart from the exceptions provided by law, a private agreement is subject to no formal requirements other than the signatures of those who are bound by the agreement.
Case law, which has developed around Articles 1322 (old) and 1372 (new) of the Civil Code, strongly emphasizes the futility of this statement, “constituting a formality devoid of any real effect,” particularly in matters of suretyship.
“A private agreement is subject to no formal requirements other than the signatures of those who are bound by the agreement. The statement ‘read and approved’ written at the bottom of a private document constitutes a formality devoid of any real effect.”
Cour de cassation, arrèt du 27 janvier 1993 (chambre civile n°1, pourvoi n°91-12115)
Cour de cassation, arrèt du 30 octobre 2008 (chambre civile n°1, pourvoi n°07-20.001, Inédit)
A sympathetic analysis might suggest viewing this clause as additional elements of the signatory’s informed consent, making it more difficult to challenge in court.
Some authors even see it as a way to characterize a contract of adhesion as defined by the new Article 1110, paragraph 2 of the Civil Code, which would have very serious consequences for the party demanding it.
