Simple English definitions for legal terms
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An adhesion contract is a type of contract where one party has significantly more bargaining power than the other party. The party with more power creates the contract and presents it to the other party on a take-it-or-leave-it basis. The weaker party cannot negotiate the terms of the contract. Adhesion contracts are common in many fields, including insurance, leases, mortgages, and consumer credit.
However, courts may strike down or void an adhesion contract if the terms are unfair or unreasonable. For example, if the contract contains terms that a reasonable person would not expect to be in the contract, the court may strike down those terms. Additionally, if the contract is unconscionable, meaning it is extremely one-sided and oppressive, the court may void the entire contract.
With the rise of electronic commerce, adhesion contracts are prevalent in online transactions. There are three types of electronic adhesion contracts: browse-wrap, click-wrap, and sign-in-wrap. Browse-wrap contracts are usually unenforceable because the terms are buried in multiple hyperlinks. Click-wrap and sign-in-wrap contracts are generally enforceable because the consumer must actively click "I agree" to accept the terms.
For example, when a person signs up for a new online service, they may be presented with a sign-in-wrap contract. The contract may include terms that the person cannot negotiate, such as a mandatory arbitration clause. The person must click "I agree" to accept the terms and use the service. If the terms are unfair or unreasonable, the person may be able to challenge the contract in court.
In business transactions where both parties have standardized adhesion contracts, there may be a "battle of the forms." This means that both contracts are void unless the terms are identical. Under the Uniform Commercial Code, the contracts are merged, and any non-conflicting terms are incorporated into the new contract.