## Facts

- A public utility’s sales agent approached a residential landlord after tenants complained about inadequate heat and sought to sell and install gas-related equipment on an installment contract.
- The landlord spoke and wrote only Spanish and could not read or understand the English-language contract.
- The contract was signed at the building rather than at the company’s office, despite the company having access to Spanish-speaking personnel who could have explained the agreement.
- A company employee allegedly assured the landlord that repairs would be provided whenever needed, although the written contract limited the guarantee to approximately one year.
- About two years later, equipment failed (a transformer burned out); the company initially ordered a replacement part but then refused to complete the repair after learning the landlord had stopped making installment payments.
- At trial, the plaintiff’s contract copy bore three signatures, while the defendant’s copy bore only the defendant’s signature, raising concerns about how the document was presented and executed.
- The utility sued in New York City Civil Court to recover the unpaid balance allegedly due under the installment contract.

## Issues

1. Whether an English-language installment contract is enforceable against a signer who cannot understand its language when the drafter knew of the language barrier and did not provide a reasonable explanation.
2. Whether the sales tactics, language barrier, and alleged misleading assurances rendered the transaction (or its enforcement) unconscionable or otherwise inequitable.
3. If unfairness was found, whether the proper remedy was to deny enforcement of the claimed unpaid balance.

## Decision

- Judgment was entered for the defendant landlord.
- The court denied the utility’s claim for the unpaid contract balance.
- The court concluded that enforcing the contract under the circumstances would be improper given the procurement of the agreement and the defendant’s inability to understand its terms.

## Legal Principles

- A court may refuse to enforce a contract, or a claimed contractual remedy, when the agreement was procured through procedurally unfair means that deprive a party of meaningful choice.
- When a drafting party knows (or should know) the other party cannot read or understand the contract language, fairness may require reasonable steps to ensure comprehension, such as providing an explanation in a language the party understands.
- Alleged oral assurances that conflict with written limitations, coupled with a significant language barrier, may support a finding that the written document does not reflect a fair and informed bargain.
- Irregularities in contract documentation and execution can reinforce a conclusion that the formation process was not transparent or evenhanded, supporting denial of enforcement.

## Conclusion

The court refused to enforce the utility’s installment contract to collect the unpaid balance because the agreement was obtained from a Spanish-speaking landlord who could not understand the English terms, the company failed to provide an available Spanish explanation, and the surrounding circumstances indicated overreaching and unfairness inconsistent with judicial enforcement.


Brooklyn Union Gas Co. v. Jimeniz, 371 N.Y.S.2d 289 (Civ. Ct. City of N.Y. 1975)