Termination Without Explanation Contracts

44 Pages Posted: 20 Jan 2021 Last revised: 6 Feb 2023

See all articles by Uri Benoliel

Uri Benoliel

College of Law and Business - Ramat Gan Law School

Samuel Becher

Victoria University of Wellington

Date Written: December 1, 2020


Firms routinely terminate their contractual relationship with consumers. During 2019-2020, for example, Facebook terminated 5.4 billion accounts that were supposedly fake; WhatsApp announced that it is terminating 2 million user accounts per month for apparently spreading fake news; and Discord, an online communication platform, terminated 5.2 million user accounts for allegedly publishing spam and exploitative content.

Terminating accounts that facilitate and promote fake profiles, fake news, spam, hatred, improper content or cheating makes sense. However, past incidents and consumer complaints indicate that firms often terminate their relationship with consumers without explanation, which is socially undesirable. First, if firms fail to explain to consumers the cause for termination, a hasty, unfounded, and erroneous termination is more likely to occur. Second, erroneous contract termination, fueled by lack of explanation, may generate significant costs to consumers. These may include the loss of sunk investments, emotional costs, and switching costs. Third, termination without explanation may be based on discriminatory, yet non-transparent factors. Such terminations may disproportionately target and harm vulnerable consumers, while eroding imperative societal values.

Given these risks and costs, this Article marks the first attempt to systematically and empirically study the phenomenon we dub "termination without explanation contracts"; i.e., consumer agreements that allow firms to terminate their contract without disclosing the reason for termination. In doing so, the Article examines the contractual termination mechanisms of 500 sign-in-wrap contracts of the most popular websites in the United States. The results of our study show, inter alia, that the vast majority of these contracts are non-transparent termination without explanation contracts. We therefore propose to impose a duty to explain on firms. We also present a transparency index that captures key aggravating factors and can help tackle the issue from a holistic approach.

Keywords: Consumer Contracts, Termination, Explanation, a Duty To Explain, Social Costs, Transparency, Empirical Analysis, Automation Bias, Consumer Discrimination

Suggested Citation

Benoliel, Uri and Becher, Shmuel I., Termination Without Explanation Contracts (December 1, 2020). 2022 University of Illinois Law Review 1059 (2022), Available at SSRN: https://ssrn.com/abstract=3737774 or http://dx.doi.org/10.2139/ssrn.3737774

Uri Benoliel

College of Law and Business - Ramat Gan Law School ( email )

26 Ben-Gurion St.
Ramat Gan, 52275

Shmuel I. Becher (Contact Author)

Victoria University of Wellington ( email )

P.O. Box 600
Wellington, 6140
New Zealand

HOME PAGE: http://www.victoria.ac.nz/sacl/about/staff/samuel-becher

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