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A Contract of Adhesion

The French scholar who coined the term likely borrowed it from the language of international law where treaties negotiated by a group of States are sometimes left open for ”adhesion” by other States who are free to agree to adopt or reject the treaty but frequently have no voice in formulating its provisions.
Similarly, much of modern business is done on terms dictated by one contracting party to another who has no voice in its formulation. For example, a would-be borrower from a bank or other financing institution applies for a loan. Once the application is approved, the bank clerk inserts a limited amount of information and terms (name, address, amount, interest rates, etc.) into the blanks of pre-printed forms prepared by the bank, many clauses of which will be identical or similar to those in use by competitive lenders. The borrower may be asked to check the information and terms that have been inserted manually, but an attempt to read the pre-printed provisions of the documents will likely be met with impatience. Indeed, reading the rest of the provisions of the documents might be rather pointless because the borrower has only the choice between taking the offered terms or leaving them. The process of entering into a contract of adhesion ”… is not one of haggle or cooperative process but rather of a fly and flypaper.” The above description of the process of agreement to a retail banking loan can be repeated, with appropriate adaptations, for many of the everyday transactions of life. It is not only the retail transaction that is molded by a standardized form.

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