Article by Heidi S. Bond
In classical contract law, the concept of one-to-one negotiations is familiar: contracts where one party negotiates with the other and, eventually, terms are offered and then accepted. More modern times have made us comfortable with the notion of one-to-many contracts: contracts typically drafted by large corporations and then distributed on a take-it-or-leave-it basis to the masses. This Article discusses a third kind of contract: a many-to-many contract, which may look like the standard one-to-many contract in that it is composed of nonnegotiable language. But when the arrangements between the parties are further considered, we will see that the point of the contract is not for one party to impose its terms on another without question, but for a series of parties to determine the best way to facilitate interchange. In such situations, imposing standard doctrines of contract interpretation may frustrate the purpose of the contract entirely, and for that reason, courts should approach the interpretation of these contracts with care.
About the Author
Heidi S. Bond. Assistant Professor, Seattle University School of Law.
Citation
86 Tul. L. Rev. 519 (2012)