This book explores the boilerplate, or the fine print of mass-distributed contracts. Looking at what is written in them and what is similar between certain mass-marketed fine print, boilerplate is broken down and examined. Is it true contract? Who reads them? Who proofs the boilerplate? Why is it so hidden? This book explores boilerplate as part of contract law. Preface ix List of Contributors xv PART ONE: WHY IS BOILERPLATE ONE-SIDED? 1 One-Sided Contracts in Competitive Consumer Markets 3 Lucian A. Bebchuk and Richard A. Posner 2 Cooperative Negotiations in the Shadow of Boilerplate 12 Jason Scott Johnston 3 Boilerplate and Economic Power in Auto-Manufacturing Contracts 29 Omri Ben-Shahar and James J. White 4 "Unfair" Dispute Resolution Clauses: Much Ado about Nothing? 45 Florencia Marotta-Wurgler 5 The Unconventional Uses of Transaction Costs 66 David Gilo and Ariel Porat PART TWO: SHOULD BOILERPLATE BE REGULATED? 6 Online Boilerplate: Would Mandatory Web Site Disclosure of e-Standard Terms Backfire? 83 Robert A. Hillman 7 Preapproved Boilerplate 95 Clayton P. Gillette 8 "Contracting" for Credit 106 Ronald J. Mann 9 The Role of Nonprofits in the Production of Boilerplate 120 Kevin E. Davis 10 The Boilerplate Puzzle 131 Douglas G. Baird PART THREE: INTERPRETATION OF BOILERPLATE 11 Contract as Statute 145 Stephen J. Choi and G. Mitu Gulati 12 Modularity in Contracts: Boilerplate and Information Flow 163 Henry E. Smith 13 Contra Proferentem: The Allure of Ambiguous Boilerplate 176 Michelle E. Boardman PART FOUR: COMMENTARY 14 Boilerplate Today: The Rise of Modularity and the Waning of Consent 189 Margaret Jane Radin 15 The Law and Sociology of Boilerplate 200 Todd D. Rakoff Notes 211 Index 233