Also known as:has reason to know · having reason to know · have reason to know · reason to know
Written by attorneys · grounded in primary & secondary sources — see below
A standard of constructive knowledge under which a party is charged with awareness of a fact when the party possesses information from which a person of reasonable intelligence would infer that the fact exists or would govern conduct on the assumption that the fact exists.
Sources & Authorities
How it applies
Common Examples
6
Intoxicated Party Signs Agreement
Hana Huang attended a late-night meeting with Heritage Trust representatives after consuming several drinks. Her speech was slurred and she repeatedly asked the same questions about basic terms. The representatives continued the discussion and obtained her signature on the contract. A court later finds that Heritage Trust had reason to know of her impaired condition.
Landlord Withholds Known Hazard
Halcyon Motors leased a warehouse to Harbor Shipping. The floor contained concealed structural cracks that the landlord had discovered during prior repairs. Harbor Shipping employees later suffered injuries from a collapse. The landlord is subject to liability because it had reason to know of the risk and failed to disclose it.
Select any source to read its text and confirm it supports the definition.
Statutes
Uniform Acts
Restatements
Study Supplements
Revoked Consent to Entry
Henry Hoffman granted Hyun Han permission to enter a storage yard to retrieve equipment. Hoffman later sent an email revoking that permission. Han received the email but proceeded onto the property anyway. The privilege to enter terminates once Han has reason to know of the revocation.
Merchant Confirmation Received
Helix Biotech sent a signed confirmation of an oral sale of laboratory supplies to Halcyon Motors. The document arrived within a reasonable time and listed the quantity and price. Halcyon Motors did not object within ten days. The confirmation satisfies the statute of frauds against Halcyon Motors because it had reason to know the contents.
Divergent Contract Meanings
Hannah Hale and Hazel Hoffman negotiated a supply contract using the term 'prompt delivery.' Internal notes showed each attached a different timeline to the phrase. Neither side communicated its understanding to the other. No contract forms on that term because neither party knows or has reason to know the meaning attached by the other.
Landlord Liability for Tenant Activity
Heritage Trust leased property to a tenant known to operate heavy machinery outdoors. The landlord had inspected the site and observed the equipment before transferring possession. After the transfer, a neighbor was injured by debris from the operations. The landlord faces liability because it had reason to know the activity would create an unreasonable risk.
Common questions
Frequently Asked
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How does 'had reason to know' differ from actual knowledge?+
The standard charges a party with awareness when available information would lead a reasonable person to infer the fact or to act on the assumption that the fact exists. It does not require subjective awareness of the fact itself.
Does 'had reason to know' require the party to have investigated further?+
No. The standard is satisfied when the party already possesses information sufficient for a reasonable inference. It does not impose an independent duty to investigate beyond what the information already indicates.
In contract formation, when does one party have reason to know of another's incapacity?+
A party has reason to know when observable signs such as slurred speech, erratic behavior, or prior communications about hospitalization would alert a reasonable person that the other cannot act reasonably in the transaction.
How does the standard apply to a merchant receiving a confirmation under UCC § 2-201(2)?+
A merchant has reason to know the contents of a confirmation when the document arrives in the ordinary course of business and contains the essential terms of the transaction. Failure to object within ten days then binds the recipient.
Can a landlord avoid liability by claiming ignorance of a dangerous condition?+
A landlord cannot avoid liability when prior inspections or repairs supplied information from which a reasonable landlord would infer the existence of the risk and the likelihood that the tenant would not discover it.
505 U.S. 833, 112 S. Ct. 2791, 120 L. Ed. 2d 674 (1992)Constitutional Law
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