The Relationship Between Wrap Contracts and Technological Innovation

The model upon which contract law is based is that of two roughly equal parties negotiating terms that are to each party's advantage.  That model no longer reflects reality.  The majority of contracts entered into today are wrap contracts, meaning they are non-negotiated form contracts presented in a variety of non-traditional formats. Technological innovation has led to changes in contracting practices, contracting form and contract law itself. New technology creates new business models which, in turn, generate new legal issues.  Businesses seek to fill in legal gaps through private ordering.  Technology also enables new contracting forms, such as digitization of legal terms and the proliferation of online contracts.  The development of new contracting forms, in turn, generates changes in the application of traditional contract law.  Wrap contracts are the product of technological and legal innovation, but that doesn't mean they are beneficial to society. This lecture explains the origins of wrap contracts, discusses their enforceability, and explores the implications, for both consumers and society, of using these contracting forms.

Website Terms of Use  are examples of a wrap contracts.  The rights you have to content and information gleaned from the Internet may be  limited by one or more wrap contracts which, if you are a typical Internet user, you may not have read. An understanding of the law governing wrap contracts and how it is evolving is critically important for anyone using information taken from the World Wide Web.

Speaker: Nancy Kim, California Western School of Law