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Contract Law’S Transferability Bias, Paul Macmahon
Contract Law’S Transferability Bias, Paul Macmahon
Indiana Law Journal
When A makes a contract with B, it comes as no surprise that she is liable to B. If B can transfer her contractual rights to C, A is now liable to C. Parties in A’s position often have strong reasons to avoid being liable to suit by C. Contract law, however, seems determined to minimize and override these concerns. Under current doctrine on the assignment of contractual rights—the focus of this Article—the law often imposes its own preference for transferability on the parties. The law generally assumes that contractual rights are assignable, construes exceptions to that general rule narrowly, …
Licenses And The Property/Contract Interface, Christina M. Mulligan
Licenses And The Property/Contract Interface, Christina M. Mulligan
Indiana Law Journal
INTRODUCTION
I. THE ROLE OF FORMAL CATEGORIES
II. THE COMPOUND-PAUCITAL LICENSE
A. IDIOSYNCRASY AND INFORMATION ASYMMETRIES
B. REGULATING LICENSES
1. THE NOTICE STRATEGY
2. THE PROTECTION STRATEGY
III. RESTRAINTS ON ALIENATION AND USE
A. HARMS CAUSED BY RESTRAINTS ON ALIENATION AND USE
1. INCREASED INFORMATION COSTS
2.WASTE
B. LIMITING HARM WITH PROTECTIVE STANDARDIZATION
1. THE LICENSE V. SALE DISTINCTION IN PRACTICE
2.WHAT IS A DIGITAL SALE?
3. FAVORING SALES WITHOUT LOSING FLEXIBILITY
C. DISTINGUISHING BETWEEN IN REM AND IN PERSONAM LICENSE TERMS
IV. LICENSE REVOCATION
A. TIMING REVOCATION
B. BENEFITS AND CONCERNS
1.MANAGING SHARED RESOURCES VS. UPSET RELIANCE INTERESTS
2. …