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A Contract of Adhesion

Respondents’ sole defense is, in effect, a claimed breach of the implied warranty of merchantability. Although the parties did not request findings of fact or conclusions of law, the trial court stated at the conclusion of the evidence, “I am not sure what the law of these adhesion contracts are as to this kind of a relationship where one party is the beneficiary of the lease and the other party bears all the liabilities for it not functioning . . . I would have a very difficult time in good conscience to . . . award all the money that you are asking for.”
Apparently the trial court concluded that, because he found it to be a contract of adhesion he was free to disregard appellant’s clear and unambiguous express disclaimer of all warranties. This conclusion, under the circumstances of this case, is a misapplication of the law and requires reversal. Murphy v. Carron, 536 S.W.2d 30, 32 (Mo.banc 1976).
In Missouri, an adhesion contract, as opposed to a negotiated contract, has been described as a form contract created and imposed by a stronger party upon a weaker party on a “take this or nothing basis,” the terms of which unexpectedly or unconscionably limit the obligations of the drafting party. Robin v. Blue Cross Hospital Service, Inc., 637 S.W.2d 695, 697 (Mo.banc 1982). Some writers view any pre-printed standardized form with filled-in blank spaces to be a contract of adhesion insofar as the pre-printed provisions are concerned. Thus, in Corbin On Contracts, Section: 559A at 660 (Supp. 1989), it is said “the bulk of contracts signed in this country, if not every major Western nation, are adhesion contracts . . . .” See also Estrin Construction Co., Inc. v.

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