On the Construction of One-Sided Contracts (Particularly in the Information Society)

Notwithstanding the reality that one-sided contracts account for many of the transactions in the modern economy, we continue to treat them almost without any differentiation when it comes to contractual construction. The upshot of this is that one-sided contracts are treated in like manner as negotiated bargains and exchanges. This article provides an exposition on the disutility of treating one-sided contracts in that fashion. It asserts that the settled rules of contractual construction are inapposite to one-sided agreements, especially in the information society. Thus, it is proposed that to ensure justice between the parties to such contracts the purposive construction method should be adopted. This is particularly so on account of two social facts. One is the lack of relational proximity between firms and platforms who deploy one-sided contracts and their customers. The other is the informational deluge that confronts customers, who are the addressees of one-sided contracts.