Does writing 'signed under duress' next to my signature void the agreement?

Plain-English summary

State Representative Senfronia Thompson, chair of the House Committee on Judicial Affairs, asked, on behalf of a constituent, what effect protest words written beneath a signature have on a state document. The constituent had tried to submit an IRS "Offer in Compromise" form with phrases like "forced to sign under threat, duress and coercion" and "non assumpsit to the contents of this document" written by his signature. Because the request did not name any particular document, the Attorney General addressed the question generally: do those words prevent a binding agreement with the state? The answer was that they may, but it depends on the facts.

The opinion laid out basic contract principles. A binding agreement requires a "meeting of the minds," meaning mutual assent to all material terms, which springs from an offer and an acceptance. An offer must be certain and unambiguous. If a person writes "forced to sign under duress" or "non assumpsit" beneath a signature on a document meant to be an offer, the offeror appears to disagree with his own offer, which can make the offer too uncertain to form an agreement. On the acceptance side, an acceptance cannot change or qualify the material terms; if it does, it becomes a rejection and counteroffer. So protest words beneath a signature offered as acceptance could be read as qualifying the terms, leaving no meeting of the minds.

But the opinion stressed that the result is fact-dependent, citing cases on both sides. In one case a college professor's signature with a memorandum reserving rights and a stated intent to bypass grievance procedures materially altered the offer and was a rejection. In another, a professor who signed "under protest" because he objected to the salary still made a clear acceptance, the kind of "grumbling acceptance" courts have found sufficient to form a contract. The opinion also explained that conduct can show acceptance: in a case where a borrower signed a loan-extension agreement "under protest" but accepted the benefit of the extension, the court held he could not later disavow the condition he objected to. Because the effect of such words turns on the surrounding circumstances, the opinion could not say what they would do in every case, but stated the general rule that they may signal the signer did not agree, leaving no binding agreement.

Currency note

This opinion was issued in 1999. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.

Background and statutory framework

This opinion turned on common-law contract doctrine rather than any statute. The meeting-of-the-minds requirement and the need for mutual assent came from Solis v. Evins, with the point that there is no agreement when one party intends to make it and the other does not. The offer-and-acceptance framework drew on Smith v. Rem (a contract is not formed until an offer is accepted), Morrow v. De Vitt (an offer must be certain and unambiguous so the offeree knows what is being agreed to), and United Concrete Pipe Corp. v. Spin-Line Co. (an acceptance that changes material terms is a rejection and counteroffer). Scaife v. Associated Air Ctr. Inc. supported the point that a signature often communicates acceptance.

For the fact-dependent outcomes, the opinion compared several cases. Hullman v. Board of Trustees of Pratt Community College held that a professor's protest memorandum, coupled with an intent to contest a reassignment outside the grievance procedure, materially altered the offer and was a rejection. Price v. Oklahoma College of Osteopathic Med. & Surgery held that a professor who signed "under protest" over salary still clearly accepted, illustrating "grumbling acceptance," a concept the opinion supported with Corbin on Contracts. On acceptance by conduct, the opinion cited United Concrete Pipe Corp. and McCarty v. Langdeau, and Massachusetts Hous. Fin. Agency v. Whitney Hous. Assocs., where a borrower who signed a loan extension "under protest" but accepted its benefits could not disavow the disputed condition.

Common questions

If I write "signed under duress" by my signature, is the document void?
Not necessarily. The opinion concluded those words may show the signer did not agree, defeating the meeting of the minds, but whether they actually prevent an agreement depends on the facts of the case.

Can protest words ruin my own offer?
They can. The opinion explained that if you write such words on a document meant to be your offer, you appear to disagree with your own terms, which can make the offer too uncertain and ambiguous to form an agreement.

What is a "grumbling acceptance"?
It is an acceptance that complains about the terms but still agrees to them. The opinion noted courts have found grumbling acceptance sufficient to form a contract, as long as the grumble does not go so far as to cast doubt on whether the person actually assented.

Can my actions bind me even if my words protest?
Yes. The opinion explained that conduct, such as performing under the deal or accepting its benefits, can show acceptance even when the written words suggest otherwise.

Citations

This opinion cited no statutes; it relied on common-law contract principles.

Cases: Solis v. Evins, 951 S.W.2d 44 (Tex. App.-Corpus Christi 1997, no writ); Smith v. Rem, 840 S.W.2d 702 (Tex. App.-Corpus Christi 1992, writ denied); Morrow v. De Vitt, 160 S.W.2d 977 (Tex. Civ. App.-Amarillo 1942, writ ref'd w.o.m.); United Concrete Pipe Corp. v. Spin-Line Co., 430 S.W.2d 360 (Tex. 1968); Scaife v. Associated Air Ctr. Inc., 100 F.3d 406 (5th Cir. 1996); Hullman v. Board of Trustees of Pratt Community College, 725 F. Supp. 1536 (D. Kan. 1989), aff'd, 950 F.2d 665 (10th Cir. 1991); Price v. Oklahoma College of Osteopathic Med. & Surgery, 733 P.2d 1357 (Okla. Ct. App. 1986); McCarty v. Langdeau, 337 S.W.2d 407 (Tex. Civ. App.-Austin 1960, writ ref'd n.r.e.); Massachusetts Hous. Fin. Agency v. Whitney Hous. Assocs., 638 N.E.2d 1378 (Mass. App. Ct. 1994, review denied).

Other authority discussed: Arthur L. Corbin, 1 Corbin on Contracts § 3.30, at 472-75 (rev. ed. 1993).

Source

• Landing page: https://www.texasattorneygeneral.gov/opinions/john-cornyn/jc-0153
• Original PDF: https://www.texasattorneygeneral.gov/sites/default/files/opinion-files/opinion/1999/jc0153.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain — the linked PDF is authoritative.

December 8, 1999

The Honorable Senfronia Thompson
Chair, Committee on Judicial Affairs
Texas House of Representatives
P.O. Box 2910
Austin, Texas 78768-2910

Opinion No. JC-0153

Re: Effect of certain protest words written beneath a person's signature on a state document (RQ-0090-JC)

Dear Representative Thompson:

You ask about the effect of certain protest words written beneath a person's signature on a state document. Your letter indicates that you are inquiring on behalf of a constituent, whose interest in this issue arises from his attempts to submit an "Offer in Compromise" form to the United States Internal Revenue Service with words such as "forced to sign under threat, duress and coercion" and "non assumpsit to the contents of this document" written alongside his signature. Letter from Honorable Senfronia Thompson, Chair, Comm. on Judicial Affairs, Texas House of Representatives, to Honorable John Cornyn, Attorney General (July 21, 1999) (on file with Opinion Committee). He asks about the effect of such words written on a state document, although he does not ask about any particular state document. Thus, we consider generally whether a binding agreement with the state is created if a person writes beneath his signature on a document the words "forced to sign under threat, duress and coercion" or "non assumpsit to the contents of this document."

In this opinion, we set out the general principles that would apply to a situation such as the one you describe. Other rules might apply to a particular situation, and whether or not an agreement is made might depend upon the particular facts of the situation. Thus, we do not determine whether these words written on a document will create an enforceable agreement in every single case.

In order to form a binding agreement, there must be a "meeting of the minds" of the parties to the agreement. In other words, all of the parties to the contract must agree on all of the same things; there must be mutual assent. See Solis v. Evins, 951 S.W.2d 44, 49 (Tex. App.-Corpus Christi 1997, no writ). "There can be no agreement when one party has the intention to make it, but the other has not." Id. As a general rule, if there is not a meeting of the minds on all of the material terms of the contract, there is no contract.

The meeting of the minds necessary to form a contract springs from an "offer" and an "acceptance." A contract is not formed until there has been an offer of contract terms from one party, and an acceptance of those terms by the other party. See Smith v. Rem, 840 S.W.2d 702, 704 (Tex. App.-Corpus Christi 1992, writ denied).

An offer must be certain and unambiguous. See Morrow v. De Vitt, 160 S.W.2d 977, 983 (Tex. Civ. App.-Amarillo 1942, writ ref'd w.o.m.). Certainty is required so that the person receiving the offer can know exactly what he is being asked to agree to. See id. If a person writes something such as "forced to sign under duress" or "non assumpsit to the contents of this document" beneath his signature on a document that is supposed to be an offer, the offeror appears to be saying that he does not agree to the terms of his own offer. In such a case, it could be said that the offer is uncertain and ambiguous, and cannot form the basis of an agreement. Thus, these words written beneath a signature on a document may make the document invalid as an offer.

In the event a valid offer is made by one party, it must be accepted by the other party in order for an agreement to be formed. An acceptance must not change or qualify the material terms of the offer. If it does, the offer is considered to have been rejected and a counteroffer made, and there is no enforceable agreement unless the counteroffer is accepted. See United Concrete Pipe Corp. v. Spin-Line Co., 430 S.W.2d 360, 364 (Tex. 1968).

The person to whom an offer is made must communicate his acceptance of the offer. Often, when an agreement is offered in writing, a person's signature on the agreement is required to communicate that person's acceptance of the terms of the agreement. See Scaife v. Associated Air Ctr. Inc., 100 F.3d 406, 410 (5th Cir. 1996). If a person writes something such as "forced to sign under duress" or "non assumpsit to the contents of this document" beneath his signature on a document offered to him, it could be argued that the person qualified the terms of the offer and thus indicated that he did not accept it. In such a case, there is no meeting of the minds on all of the terms of the agreement, and thus there is no agreement.

For example, in a federal case from Kansas, a college professor was offered a renewal of his employment contract with a reassignment of duties. See Hullman v. Board of Trustees of Pratt Community College, 725 F. Supp. 1536 (D. Kan. 1989), aff'd, 950 F.2d 665 (10th Cir. 1991). One of the terms of the offer was that the professor contest any employment issues by following established grievance procedures. Id. at 1543. The professor signed the contract, but attached to it a memorandum stating that "I have signed this contract under protest" and that his signature "should not be construed as a waiver of any rights I might have to retain the former position or to contest the reassignment." Id. The court held that the protest words, coupled with the professor's expressed intention to contest the reassignment by any means, instead of by the established grievance procedure, materially altered the terms of the college's offer. Id. at 1551-52. The professor had rejected the offer and there was no agreement. Id. Thus, in some cases, certain words written on a document beneath a signature can make the signature void as an acceptance.

In other cases, however, it can be argued that where acceptance of an offer is indicated by a signature, words such as "forced to sign under duress" or "non assumpsit to the contents of this document" written beneath the signature are merely words of protest that do not qualify or alter the terms of the offer. This type of "grumbling acceptance," as it is called, has been found by courts to be sufficient to form a contract. "An expression of acceptance is not prevented from being exact and unconditional by the fact that it is 'grumbling,' . . . ; but it must appear that the 'grumble' does not go so far as to make it doubtful that the expression is really one of assent . . . ." ARTHUR L. CORBIN, 1 CORBIN ON CONTRACTS § 3.30, at 472-75 (rev. ed. 1993).

For example, in a case from Oklahoma, a college professor was offered an employment contract that could be accepted by affixing his signature beneath the words "I accept the responsibilities of the appointment under the terms outlined above." Price v. Oklahoma College of Osteopathic Med. & Surgery, 733 P.2d 1357, 1362 (Okla. Ct. App. 1986). The professor signed the offer, but wrote beneath his signature that he was doing so "under protest" because he objected to the salary. Id. at 1358. The court held that the professor's signature on the contract was a clear acceptance of the offer, even with the added protest words. Id. at 1361-62. "The notation amounted to no more than saying I don't like your offer, I don't think it's right or fair, but I accept it." Id. at 1362. Under these circumstances, the court found that the offer was accepted and a binding contract was formed.

A person's conduct might also indicate acceptance of an offer, even if the person's written words suggest otherwise. Acceptance of an offer may be shown by performance and acceptance of benefits by the person to whom the offer was made. See United Concrete Pipe Corp., 430 S.W.2d at 364; McCarty v. Langdeau, 337 S.W.2d 407, 412 (Tex. Civ. App.-Austin 1960, writ ref'd n.r.e.). For example, in a Massachusetts case, a borrower sought an extension of a loan commitment from the state housing finance agency. See Massachusetts Hous. Fin. Agency v. Whitney Hous. Assocs., 638 N.E.2d 1378, 1380-82 (Mass. App. Ct. 1994, review denied). The borrower signed the agreement for the extension but, because he objected to one of the lender's conditions, attached a letter saying that his acceptance of the extension was "signed by me under protest." Id. at 1380. When the lender sought to enforce the agreement, the borrower argued that his protest words constituted a rejection of the condition. Id. at 1380-81. Because the borrower had accepted the benefits of the agreement, the court held that he could not then disavow the condition:

The "accepted with prejudice," communicated no more, i.e., that Whitney did not like the arbitrage condition, expected to talk more about it, but, grudgingly accepted it in preference to having the MHFA commitment expire. For its part, Whitney accepted the benefit of the extension documents, namely, the extension of the permanent loan commitment, without which the project would have been in dire jeopardy. . . . It lies ill in Whitney's mouth, after obtaining what it needed, to disavow the arbitrage condition.

Id. at 1382.

As these cases illustrate, whether certain words written beneath a signature in response to an offer is an acceptance or a rejection of the offer depends upon the factual circumstances surrounding the proposed agreement. In some cases the words may stand in the way of an agreement; in other cases they may not. Consequently, we are unable to say what the effect of the words "forced to sign under threat, duress, and coercion" or "non assumpsit to the contents of this document" will be in every case. As a general rule, however, these words may indicate that the person signing has not agreed to the terms of the document, and consequently that there has been no "meeting of the minds" that is necessary to form a binding agreement.

SUMMARY

The words "forced to sign under threat, duress and coercion" or "non assumpsit to the contents of this document" written under a person's signature on a state document may indicate that the person signing has not agreed to the terms of the document, and consequently that there has been no "meeting of the minds" that is necessary to form a binding agreement.

JOHN CORNYN
Attorney General of Texas

ANDY TAYLOR
First Assistant Attorney General

CLARK KENT ERVIN
Deputy Attorney General - General Counsel

ELIZABETH ROBINSON
Chair, Opinion Committee

Barbara Griffin
Assistant Attorney General - Opinion Committee