When contractual relations break down, parties frequently discover that they disagree both about which terms have become part of their agreement and about how to interpret those terms. We have already seen how the common law last shot rule and UCC § 2-207 determine whose terms govern after a “battle of the forms.” In this section, […]

1. Unconscionability Consider for a moment what might justify using the coercive power of the state to enforce private promises. From a moral perspective, we might think that choosing to make a promise creates a duty to perform. Imagine that Cheryl promises Albert that she will prepare his tax return in exchange for $200. The […]