Even trust indentures, which govern bond issues of hundreds of millions of dollars, and which are negotiated between giant corporate borrowers and cash-rich underwriters or banks, take on a rigidly stylized form, negotiable only as to the basic core (amount of borrowing, interest rate and the like) and various fringe provisions. The rest of the document basically follows the command of a federal statute and deeply ingrained customs. A similar pattern exists in many of the transactions of vast scale that are of great importance to the functioning of the economy. Although the flourishing existence of the contract of adhesion and other standardized contracts is a challenge to much contract theory, the contract of adhesion is part of the fabric of our society. It should neither be praised nor denounced by the legal scholar. It must be analyzed and studied.
Consider the Maddox definition and Corbin’s definition of an adhesion contract. What discrepancies do you see between a standard contract and adhesion contract? What are the benefits for having an adhesion contract in our society? Upon whom do they have their greatest impact? Is this a good thing-why and why not?
Reading the following case and consider these questions:
1. What did the court actually determine? What did it leave for the trial court to determine? Why?
2. What was the plaintiff’s biggest error from the limited facts you have read?
3. On what points (if any) did “the minds of the parties meet”?
4. Is this a fair outcome? Why and why not?
HARTLAND COMPUTER LEASING CORP. INC V. THE INSURANCE MAN, INC.
Court of Appeals of Missouri, Eastern District, Division Five
770 S.W.2d 525-May 23, 1989, Filed
Appellant initiated this action in an Associate Judge Division of the Circuit Court of the City of St.