This Article is the first to empirically examine whether firms draft well-organized online contracts that consumers can read, navigate, and analyze. “Messy Contracts,” as this Article dubs them, are contracts that lack organizational signals in the form of a table of contents and informative headings. Analyzing the sign-in-wrap agreements employed by the most popular 100 websites—such as Google, Facebook, LinkedIn, TikTok, Walmart, Twitter, Instagram, YouTube, and Amazon—this Article finds that businesses routinely draft messy contracts. The importance of this finding goes beyond what initially meets the eye. At the basic level, messy contracts (1) reduce consumers’ comprehension; (2) impose excessive cognitive costs on consumers, consumer advocates, watchdog organizations, and adjudicators who wish to read or navigate the contract or part of it; (3) undermine consumers’ ability to remember the contracts’ content, and (4) deter consumers from reading contracts. Furthermore, messy contracts indicate that competition over contract terms is lacking and that firms can utilize the features of the online environment to draft consumer contracts without accounting for consumers’ needs more generally. Alarmingly, messy contracts may also denote that term ignorance may drive consumers’ assent. In all, messy contracts facilitate exploitation, often harming the most vulnerable consumers. Part I of this Article provides the theoretical background to messy contracts. It contextualizes the problem of messy contracts, linking them to the ‘no-reading’ problem and delineating their social costs. Part II contains the empirical test of this Article. It discusses the sample contracts, the empirical methodology, and our results. Against this background, Part III considers the normative implications of messy contracts, suggesting ex ante regulatory measures and ex post judicial scrutiny. It also acknowledges the limitations of our proposals and replies to key critiques
