Where a signed consignment agreement refers to general conditions that are not physically attached, those conditions may be incorporated if the signatory had prior possession of the conditions and the signature clause referred to them. A contractual withdrawal fee triggered by the exercise of a right to withdraw (rather than by breach) is not subject to the penalty doctrine, even if the same fee could theoretically be triggered by breach in other circumstances. However, if the penalty doctrine did apply, a withdrawal fee that does not account for negotiated variations to standard commission terms may be struck down as out of all proportion to likely loss.
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