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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
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-

Imaged with the Permission of N.Y.U. Law Review

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