Copyright (c) 2010 All rights reserved. http://works.bepress.com/shelley_smith Recent documents in Shelley Smith en-us Sun, 19 Sep 2010 11:13:14 PDT 3600 http://works.bepress.com/shelley_smith/3 http://works.bepress.com/shelley_smith/3 Mon, 17 Aug 2009 14:30:28 PDT This Article examines the role of standardized contracts of adhesion, in the form of mortgages, installment sale agreements and other contracts for debt that cannot be repaid, in causing the subprime mortgage crisis and the Great Depression. Evidence from the Great Depression, the Savings and Loan Crisis of the 1980s, and the subprime mortgage crisis is canvassed to demonstrate the futility of the government’s continued reliance on regulation alone to prevent the recurrence of these disasters, and to show that a reformulation of the law of adhesion contracts is needed. The Article contends that the courts’ continued adherence to the theory of presumed assent in all but the most egregious cases is no longer viable given the relationship between adhesion contracts incomprehensible to the average layperson and the major economic disasters that follow in their wake. The Article discusses why the proscriptions offered by scholars are inadequate to resolve this larger economic issue, and proposes a new method for salvaging assent in adhesion contracts while remaining true to the doctrine that assent is based on an objective manifestation of assent through conduct rather than on the subjective intent of the parties. Shelley Smith Contracts http://works.bepress.com/shelley_smith/2 http://works.bepress.com/shelley_smith/2 Tue, 12 Aug 2008 11:35:10 PDT This article identifies three areas for reform in the area of open quantity contracts. First, there is a conflict among the courts over whether the exclusivity rule, variations on the exclusivity rule, or the duty of good faith are required to satisfy the mutuality and definiteness doctrines for enforcing open quantity term contracts. I propose a new validation rule to resolve this conflict. Second, courts are utilizing flawed interpretive methods to conclude that that business documents such as master purchase agreements, volume discount offers, blanket purchase orders and buyer's options are binding requirements contracts. The article offers a principled basis for identifying valid open quantity contracts that will lead to consistent results without strait-jacketing the parties’ ability to tailor the contract to their business needs. Finally, the article suggests an amendment to UCC 2-306(1) to provide a uniform standard for breach of the implied duty of good faith on the quantity-determining party. Shelley Smith Contracts Contracts, Legislation, Commercial Law