Editing Standard form contract (section)

==Common law status==
As a general rule, the common law treats standard form contracts like any other contract. The signature or some other objective manifestation of intent to be legally bound will bind the signor to the contract whether or not they read or understood the terms. The reality of standard form contracting, however, means that many common law jurisdictions have developed special rules with respect to them. In general, in the event of an ambiguity, the courts will interpret standard form contracts ''[[contra proferentem]]'' (against the party that drafted the contract), as that party (and only that party) had the ability to draft the contract to remove ambiguity.

===United States===
====Generally====
Standard form contracts are generally enforceable in the United States. The [[Uniform Commercial Code]] which is followed in most [[U.S. state|American states]] has specific provisions relating to standard form contracts for the sale or lease of goods. Furthermore, standard form contracts will be subject to special scrutiny if they are found to be contracts of adhesion.

====Contracts of adhesion====
<!--  Commented out: [[Image:Parkingticketcontract.jpg|thumb|right|300px|Contract of adhesion on timekeeping ticket dispensed by vending machine at parking lot entrance {{pufc|Parkingticketcontract.jpg}}]] -->
The concept of the contract of adhesion originated in French civil law, but did not enter American jurisprudence until the ''[[Harvard Law Review]]'' published an influential article by Edwin W. Patterson in 1919.<ref>Patterson, E., ''The Delivery of a Life-Insurance Policy'', 33 Harvard Law Review, 198 (1919); see also [[Friedrich Kessler]], ''Contracts of Adhesion — Some Thoughts About Freedom of Contract'',  43 Colum. L. Rev. 629 (1943).</ref> It was subsequently adopted by the majority of American courts, especially after the [[Supreme Court of California]] endorsed adhesion analysis in 1962.  ''See'' ''Steven v. Fidelity & Casualty Co.'', 58 Cal. 2d 862, 882 n.10 (1962) (explaining the history of the concept).<ref>[http://online.ceb.com/calcases/C2/58C2d862.htm Steven v. Fidelity & Casualty Co. (1962) 58 C2d 862<!-- Bot generated title -->]</ref>

For a contract to be treated as a contract of adhesion, it must be presented on a standard form on a "take it or leave it" basis, and give one party no ability to negotiate because of their unequal bargaining position. The special scrutiny given to contracts of adhesion can be performed in a number of ways:

*If the term was outside of the reasonable expectations of the person who did not write the contract, and if the parties were contracting on an unequal basis, then it will not be enforceable. The reasonable expectation is assessed objectively, looking at the prominence of the term, the purpose of the term and the circumstances surrounding the acceptance of the contract.
*Section 211 of the [[American Law Institute]]'s [[Restatement (Second) of Contracts]], which has persuasive though non-binding force in courts, provides:{{quote|Where the other party has reason to believe that the party manifesting such assent would not do so if he knew that the writing contained a particular term, the term is not part of the agreement.}}This is a subjective test focusing on the mind of the seller and has been adopted by only a few state courts.
*The doctrine of [[unconscionability]] is a fact-specific doctrine arising from [[Equity (law)|equitable]]{{Citation needed|date=October 2011}} principles. Unconscionability in standard form contracts usually arises where there is an "absence of meaningful choice on the part of one party due to one-sided contract provisions, together with terms which are so oppressive that no reasonable person would make them and no fair and honest person would accept them." (''Fanning v. Fritz's Pontiac-Cadillac-Buick Inc.''<ref>472 S.E.2d 242, 254 (S.C. 1996) (**Note: this definition is only good law in South Carolina)).</ref>)

====Shrink wrap contracts====
Courts in the United States have faced the issue of [[shrink wrap contract]]s in two ways. One line of cases follows ''[[ProCD v. Zeidenberg]]'' which held such contracts enforceable (e.g. ''[http://www.kentlaw.edu/faculty/rstaudt/classes/oldclasses/internetlaw/casebook/brower.html Brower v Gateway]''), and the other follows Klocek v. Gateway, Inc, which found them unenforceable. These decisions are split on the question of assent, with the former holding that only objective manifestation of assent is required while the latter require at least the possibility of subjective assent.

===Canada===
In Canada, [[exclusion clause]]s in a standard form contract cannot be relied on where a seller knows or has reason to know a purchaser is mistaken as to its terms (''[[Tilden Rent-A-Car Co. v. Clendenning]]''). The Supreme Court found a standard [[arbitration clause]] requiring a [[gig worker]] to litigate before the Dutch [[International Chamber of Commerce]] void due to [[unconscionability]] in ''[[Uber Technologies Inc v Heller]]'' (2020).<ref>{{Bluebook journal |first=|last=Note|title=Recent Case: Supreme Court of Canada Targets Standard Form Contracts|volume=134 |journal=[[Harvard Law Review|Harv. L. Rev.]] |page=2598|url=https://harvardlawreview.org/wp-content/uploads/2021/05/134-Harv.-L.-Rev.-2598-1.pdf|year=2021}}</ref><ref>{{Cite CanLII|court=scc|year=2020|num=16|litigants=Uber Technologies Inc v Heller}}</ref>

===Australia===
Standard form contracts have generally received little special treatment under Australian common law. A 2003 [[New South Wales]] Court of Appeal case (''Toll (FGCT) Pty Limited v Alphapharm Pty Limited'') gave some support for the position that notice of exceptional terms is required for them to be incorporated. However the defendant successfully appealed to the [[High Court of Australia|High Court]] so currently there is no special treatment of standard form contracts in Australia.

Since 1 January 2011, the [[Australian Consumer Law]] has been enacted in Australia at the national level, and due to a [[Council of Australian Governments]] (COAG) agreement this legislation is now part of each jurisdiction's (state's or territory's) Fair Trading laws.<ref>{{cite web |url=http://www.comlaw.gov.au/Details/C2011C00003 |title=Competition and Consumer Act 2010 |date=January 2011 |access-date=2011-05-02 |url-status=live |archive-url=https://web.archive.org/web/20110408200656/http://www.comlaw.gov.au/Details/C2011C00003 |archive-date=2011-04-08 }}
Download at {{cite web |url=http://www.comlaw.gov.au/Details/C2011C00003/Download |title=Competition and Consumer Act 2010 |access-date=2011-05-02 |url-status=live |archive-url=https://web.archive.org/web/20110505180136/http://www.comlaw.gov.au/Details/C2011C00003/Download |archive-date=2011-05-05 }} (PDF or DOC or ZIP available)
Also refer to each State and Territory Fair Trading Department's websites.</ref>

===India===
In India leonine contracts are generally deemed unconscionable contracts (though not all leonine contracts are unconscionable contracts) and are voidable. The [https://indiankanoon.org/doc/140848451/ 199th Law Commission report (2006) on "UNFAIR (PROCEDURAL & SUBSTANTIVE) TERMS IN CONTRACT"] deals with it. The unfairness can be procedural or substantive. However, standard form contracts are ubiquitous in India and especially in the digital age, standard form contracts are used much more frequently than any other form. They can be legally valid if reasonable notice has been given and if the terms are not unreasonable.<ref>{{cite web |last1=Bag |first1=Amartya |title=Standard form of Contracts and the law in India |url=https://blog.ipleaders.in/standard-form-of-contracts-and-the-law-in-india/ |website=iPleaders |date=28 December 2014 |access-date=5 October 2019}}</ref> Unfair terms in non-negotiated agreements are often held void.<ref>{{cite web |last1=SEBI |first1=Forwards Market Commission |title=Letter seeking comments from public |url=https://www.sebi.gov.in/sebi_data/fmcfiles/aug-2016/1470814790136.pdf |website=Sebi.gov.in |publisher=SEBI}}</ref>