Online/electronic contracts

Online or electronic contracting has posed another challenge to traditional contract principles, and it presents a substantial and difficult policy question. When should a consumer be bound to set of terms that they probably did not read, that they might not even be aware of, that -- even if they read the terms -- they do not understand and that might be unreasonably favorable to the business? On the other hand, how should a business operating in today's online world structure its sales of goods or services?

Courts, corporations, consumers, and lawyers have struggled with these questions. For the most part, courts have adapted classical contract principles to new contexts, in the common law tradition. Corporations have responded to developments in the law by adapting their business practices. Looking at the caselaw over the last 25 years makes very clear how we ended up clicking "I agree" almost every time we buy something online or access online services.

The two cases below provide something of a snapshot of developments in technology and business methods, as well as the legal reaction to those developments, the first in 2002 and the second more recently. Read these cases primarily to see how courts have applied the doctrines you have learned in the first part of this course.