Arizona Reasonable Expectations Doctrine
In Darner Motor Sales, Inc. v. Universal Underwriters Ins. Co., 140 Ariz. 383, 390, 682 P.2d 388, 395 (1984), the Arizona Supreme Court adopted the doctrine of reasonable expectations, which allows enforcement of standardized contracts even when the consumer has not read the agreement or specifically assented to each of the terms unless the drafting party had "reason to believe" that the signing party would not have accepted a particular term, in which case, the court may strike that term from the agreement. Darner, 140 Ariz. at 391, 393-94, 682 P.2d at 396, 398-99.
The drafter's reason to believe that the signing party would not have assented to the term may be:
(1) shown by the parties' prior negotiations;
(2) inferred from the circumstances of the transaction;
(3) inferred from the fact that the term is bizarre or oppressive;
(4) inferred from the fact that the term eviscerates the non-standard terms to which the parties explicitly agreed;
(5) inferred if the term eliminates the dominant purpose of the transaction. Darner, 140 Ariz. at 392, 682 P.2d at 397.
The Arizona Supreme Court adopted the doctrine of reasonable expectations as set forth in Restatement 211:
(1) Except as stated in Subsection (3), where a party to an agreement signs or otherwise manifests assent to a writing and has reason to believe that like writings are regularly used to embody terms of agreements of the same type, he adopts the writing as an integrated agreement with respect to the terms included in the writing.
(2) Such a writing is interpreted wherever reasonable as treating alike all those similarly situated, without regard to their knowledge or understanding of the standard terms of the writing.
(3) Where the other party has reason to believe that the party manifesting such assent would not do so if he knew that the writing contained a particular term, the term is not part of the agreement. Id. at 391, 682 P.2d at 396.
As set forth in 211(1), Darner begins from the proposition that when a contract with standardized terms is signed, the signing party "adopts the writing . . . with respect to the terms included in the writing." Id.
As set forth in 211(3), it is only when "the other party has reason to believe" that the signing party would not accept the term that the term may be struck from the agreement. Id.
Under Darner, therefore, the arbitration clause in this case is presumptively valid and enforceable, whether or not any appellee read it or appreciated its full effect, unless the reasonable-expectations limitation set forth in 211(3) applies.
Accord Broemmer v. Abortion Services of Phoenix, Ltd., 173 Ariz. 148, 840 P.2d 1013 (1992) ("Our conclusion that the contract was one of adhesion is not, of itself, determinative of its enforceability.").