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77 N.Y.U. L. Rev. 429 (2002)
Standard-Form Contracting in the Electronic Age

handle is hein.journals/nylr77 and id is 443 raw text is: STANDARD-FORM CONTRACTING IN THE ELECTRONIC AGE ROBERT A. HILLMAN* & JEFFREY J. RACH.INSri** The development of the Internet as a medium for consumer transactions creates a new question for contract law. In this Article, Professors Robert Hillman and Jeffrey Rachlinski address whether the risks imposed on consumers by Internet boilerplate requires a new lens through which courts should view these types of contracts. Their analysis of boilerplate in paper and Internet contracts examines the social, cognitive, and rational factors that affect consumers' comprehension of boilerplate and compares business strategies in presenting it The authors conclude that the influence of these factors in Internet transactions is similar to that in paper transactions. Although the Internet may in fact allow companies a greater opportu- nity to exploit consumers, Professors Hillman and Rachlinski argue that this phe- nomenon does not implicate a need to create a new framework for deciding cases involving Internet transactions. The authors conclude that Professor Karl Llewellyn's theory of blanket assent, coupled with the unconscionability and rea- sonable-expectations doctrines that form the traditional framework used by courts to determine the validity of boilerplate terms in the paper world, should apply equally to the Internet world. Recognizing some of the specific concerns that arise in respect to boilerplate in Internet contracts, however, they address a number of issues to which courts should apply particular scrutiny and that may require the adoption of new approaches in the future. The Internet is turning the process of contracting on its head. With increasing enthusiasm, businesses rely on the Internet to conduct their transactions.' More and more, ordinary people enter into con- * Edwin H. Woodruff Professor of Law, Cornell Law School. B.A. 1969, University of Rochester; J.D., 1972, Cornell Law School. ** Professor of Law, Cornell Law School. B.A., 1988, M.A. (Psychology) 1988, The Johns Hopkins University; J.D., 1993, Ph.D. (Psychology), 1994, Stanford University. We thank Kevin Clermont, Chris Guthrie, Russell Korobkin, Douglas Kysar, Paul Mahoney, and Eric Posner for their assistance and comments on this Article. Comments from participants in workshops at Cornell, Emory, George Mason, Iowa, and Miami law schools were also invaluable. Annie Jeong, Rose Merendino, Jennifer Schultz, and Rob Schultz provided superb research assistance. 1 See Jonathan E. Stem, The Electronic Signatures in Global and National Commerce Act, 16 Berkeley Tech. L.J. 391, 391 (2001) (Electronic commerce is rapidly redefining this nation's economy. This past year's revenues amounted to about $490 billion in United States online purchases. By 2004, the United States will transact online sales reaching an estimated $3.2 trillion. (citation omitted)); Morgan Stewart, Commercial Access Con- tracts and the Internet: Does the Uniform Computer Transactions Act Clear the Air with Regard to Liabilities When an On-Line Access System Fails?, 27 Pepp. L. Rev. 597, 597- 600 (2000) ( The Internet is developing at a rate never before seen by modem technology, drawing approximately 71,000 new users per day in 1997.... As a result, In- 429 Imaged with the Permission of N.Y.U. Law Review

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