Vanderbilt Law Review

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"It will not do for a man to enter into a contract, and, when called upon to abide by its conditions, say that he did not read it when he signed it, or did not know what it contained."' This rallying cry often is sounded in contracts and restitution opinions. Sometimes it makes such good sense that it is axiomatic. Yet in common with all grand slogans, there are situations where it just doesn't fit...

More difficult are the cases where the words are there in a form more easily read and understood but where the probabilities are very great that only the most suspicious will discover and translate them correctly. This is often true of printed form "contracts" and procedures for using them which are produced by large corporations to govern what to them are routine transactions. As we know, often these organizations attempt to use contract ideology to legislate privately; sometimes successfully, sometimes not. How then should we decide that one does or does not have a duty to read and understand?

This comment will consider the "duty to read"--and understand--and attempt to highlight many of the important policy considerations that hide behind this slogan. I will look at some of the common situations where the idea is found, at the wide variety of possible goals that the legal system might pursue in these situations, and at some of the consequences of the choices that are made. Finally, I will consider a specific case--the responsibility for misuse of lost or stolen credit cards in light of the typical lack of warning given by issuers of these cards-as an example of the analysis suggested.

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Contracts Commons