Explaining Incomplete Contracts as the Result of Contract-Reading Costs

Abstract

Much real-world contracting involves adding finding new clauses to add to a basic agree-ment, clauses which may or may not increase the welfare of both parties. The parties must decide which complications to propose, how closely to examine the other side’s proposals, and whether to accept them. This suggests a reasonwhy contracts are incomplete in the sense of lack-ing Pareto-improving clauses: contract-reading costs matter as much as contract-writing costs. Fine print that is cheap to write can be expensive to read carefully enough to understand the value to the reader, and especially to verify the absence of clauses artfully written to benefit the writer at the reader’s expense. As a result, complicated clauses may be rejected outright even if they really do benefit both parties, and this will deter proposing such clauses in the first place