The Wrap Contract Morass

Abstract

It is an honor to have the opportunity to address the thoughtful essays of the contributors on the subject of my book, Wrap Contracts: Foundations and Ramifications. I use the term “wrap contracts” to refer to non-traditional adhesive contracting forms that are not signed by the adherent. Courts have referred to “clickwraps,” “browsewraps,” and “shrinkwraps,” but contracting forms have broken out of these neat categories, muddying judicial analysis. The term “wrap contracts” sweeps them under one broad category which both eliminates the distinctions between these forms and maintains their distinctiveness from signed paper contracts. Categorizing these contracts as “wrap contracts” underscores the central theme of my book, which is that contracting form matters.

Keywords: contracts, consumer, standard form contracts, adhesive contracts, online contracts, electronic contracting, shrinkwrap, clickwrap, browsewrap, wrap contracts, unconscionability, internet commerce, technology and the law

JEL Classification: K12, K10