Party Autonomy, Choice of Law and Wrap Contracts

Abstract

The standard contracts which are called wrap contracts in information technology sector are based on one party (businesses) autonomy. Obviously, it does not satisfy the basic principle of contract law such as party autonomy, because the autonomy consists of mutuality and freedom on the terms of contract. In fact, wrap contracts do not fully comply with party autonomy principle in the traditional contract law. However, it is clear that the enforceability of wrap contracts has accepted in both EU and US. The fairness of wrap contract is still controversial on the basis of party autonomy, because consumers are not in position to properly review and negotiate the terms of the contract.On the other hand, consent is another problematic issue in wrap contracts, because parties must be well informed to agree to be bound by contractual obligations. But, consumers are usually not aware of all the terms of wrap contracts before entering into contract due to distracting presentation of the contract. Another important debate on wrap contracts discusses the enforceability of choice of law clause on the basis of party autonomy