Standard form contracts have long been under a cloud and have
troubled contract theory because they may arise even though there
may have been no 'meeting of minds' between the parties.
Even so, merchants have found them very useful, probably for as
long as there have been merchants. In Schroeder Music
Publishing Co Ltd v Macaulay [1974] 1 WLR 1308 Lord Diplock
noted the 'ancient' history of standard form contracts and
approved those between merchants facilitating terms of trade, but
criticised the growth of one-sided contracts between parties of
unequal bargaining power.
Non-negotiable standard terms are said to be useful where
marketplace efficiency is improved by avoiding the waste of time
and money in negotiating details of ordinary transactions and the
efficient delivery of products (Burke, J. Reinventing
Contract 10 (2) MUJEL (2003), paragraph 3). Here the object of
standard form contracts is not to overbear the customer but rather
to serve the market and hold
