미국법상 약관제시요건 및 사후조항의 효력에 관한 연구

The role of contract terms in modern society has been increasingly important as it’s decisive in business relations. Particularly in line with growing e-commerce accompanied by mass production, mass transaction and mass consumption, transaction under contract terms has been playing a critical role in consumer life more than ever. From business standpoint, standardized contract terms available in advance will enable them to do contract risk management in efficient way and for the consumer which is also one of the contract parties, it’s inevitable to make use of the contract terms provided by the company because it’s almost impossible for them to exchange the contract after reviewing every terms of the contract in detail. Given such important role, how to regulate the contract law to allow the contract terms to do its role appropriately has been emerged as the problem to be dealt with. However it would never be easy practically to specify the requirements for contract terms in civil law, considering the reality. Moreover since there’s no baseline on when, where and how contract terms shall be suggested which are acceptable to everyone, disputes on requirements for suggesting contract terms and the validity of ex post factor clause can hardly be avoided, in fact. This paper is intended to review the theory and legislation on requirements for suggesting the contract terms in the United States. After reviewing the Mirror Image Rule which has made commitment to distributing the contract terms in the United States and blanket assent theory on validation thereof from the standpoint of the contract party, regulation of contract terms and validation according to the Part II, Uniform Commercial Code was also evaluated, which was then followed by viewing the debate on the principle of software contract law for regulating the contract terms in e-commerce. The theory and legislation on requirements for contract terms in the United States would possibly imply the guideline in discussing the same in Korea as well as the help in solving the disputes with regard to requirements for contract terms and the validation of ex post factor clause.