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Articles 1 - 21 of 21
Full-Text Articles in Contracts
Pengakhiran Kontrak Sebelum Terjadi Wanprestasi Oleh Pihak Yang Mengantisipasi Kegagalan Pelaksanaan Kewajiban, M. Hillman Mehaga S
Pengakhiran Kontrak Sebelum Terjadi Wanprestasi Oleh Pihak Yang Mengantisipasi Kegagalan Pelaksanaan Kewajiban, M. Hillman Mehaga S
"Dharmasisya” Jurnal Program Magister Hukum FHUI
Termination of an agreement/contract in a situation where a party has known that he/she/it will not be able to perform its obligation(s) based on the agreement/contract to avoid the occurrence of the larger losses if the agreement/contract is still ongoing. Under Indonesian civil law, a defaulting party or a party who has anticipated that he/she/it will fail to meet obligation(s) does not have the right to file a claim to terminate an agreement/contract. This means that, this party can only be passive until the default actually happens and wait until the non-defaulting party to file the claim with the claim …
Contracting For Process, David Snyder
Contracting For Process, David Snyder
Articles in Law Reviews & Other Academic Journals
This article introduces the concept of contracting for process and considers when it is likely to be the best contract design. Contracting for process is in widespread use, but it often goes unnoticed. Some characteristics of contracting for process suit it particularly well to situations of uncertainty, including the radical uncertainty that results from fundamental disruptions such as COVID-19. Parties can employ this design for both contracts made or renegotiated during a crisis and for contracts made in ordinary times. The concept articulated here, however, is not confined to contexts of uncertainty or complexity; it can be used to achieve …
Consumer Protection In Ecommerce: A Case Study Of Egypt, Heba Habib
Consumer Protection In Ecommerce: A Case Study Of Egypt, Heba Habib
Theses and Dissertations
This paper examines electronic contract regulation in the context of business-to-consumer transactions. The technological advancement and cross-border nature of e-commerce have posed significant challenges to the Egyptian legal framework highlighting the limitations of general commercial contract rules with regards to electronic contracts. This thesis argues that access to the courts is hindered by restrictive terms in the electronic contracts over which the Egyptian law has no jurisdictional power. Accordingly, private institutions set the rules in the e-contracts and enforce them through private methods leaving no room for state intervention to ensure the protection of consumers. Hence, the application of national …
Say On Purpose: Lessons From Chinese Corporate Charters, Li-Wen Lin
Say On Purpose: Lessons From Chinese Corporate Charters, Li-Wen Lin
All Faculty Publications
No abstract provided.
Law School News: Appeals Court Hears Labor Arguments At Roger Williams University School Of Law 10-2-2018, Katie Mulvaney, Roger Williams University School Of Law
Law School News: Appeals Court Hears Labor Arguments At Roger Williams University School Of Law 10-2-2018, Katie Mulvaney, Roger Williams University School Of Law
Life of the Law School (1993- )
No abstract provided.
Poke Your Nose Into Your Clients' Businesses (If You Want To Understand Their Contracts), James W. Bowers
Poke Your Nose Into Your Clients' Businesses (If You Want To Understand Their Contracts), James W. Bowers
Maine Law Review
Thirty years ago Grant Gilmore argued that “Contract” was dead. This lecture, delivered as 2004 Godfrey Scholar-in-Residence at the University of Maine School of Law, considers the cause of death. Since the expired doctrines arose in a common law process, the lecture argues their demise resulted from the failings of lawyers, especially lawyers' commitment to wooden, formalist legal methods. I explore some of the reasons why lawyers became committed to these methods, and argue that even were nineteenth-century formalistic practices resurrected, modern lawyers must still be prepared to understand the potential effects business contexts might have in contract disputes and …
Contracting Out Of Fiduciary Duties In Llcs: Delaware Will Lead, But Will Anyone Follow?, H. Justin Pace
Contracting Out Of Fiduciary Duties In Llcs: Delaware Will Lead, But Will Anyone Follow?, H. Justin Pace
Nevada Law Journal
No abstract provided.
Family Law And Entrepreneurial Action, D. Gordon Smith
Family Law And Entrepreneurial Action, D. Gordon Smith
Faculty Scholarship
In "The Contractual Foundation of Family-Business Law," Benjamin Means aspires to lay the groundwork for a law of family businesses. In this brief response essay, I suggest that a workable family-business law along the lines suggested by Means is consistent with an overarching policy in the United States of promoting entrepreneurial action, and I evaluate the proposal against this policy goal, with particular attention to Means’s arguments in favor of “family-business defaults” and his concern over the potentially disruptive role of fiduciary law.
Dismantling Democracy: Common Sense And The Contract Jurisprudence Of Frank Easterbrook, Deborah Post
Dismantling Democracy: Common Sense And The Contract Jurisprudence Of Frank Easterbrook, Deborah Post
Touro Law Review
No abstract provided.
Cognition And Common Sense In Contract Law, Beverly Horsburgh, Andrew Cappel
Cognition And Common Sense In Contract Law, Beverly Horsburgh, Andrew Cappel
Touro Law Review
No abstract provided.
Common Sense And Contract Law: Fear Of A Normative Planet?, Thomas Joo
Common Sense And Contract Law: Fear Of A Normative Planet?, Thomas Joo
Touro Law Review
No abstract provided.
The Short Road Home To Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne M. Tucker
The Short Road Home To Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne M. Tucker
The Journal of Business, Entrepreneurship & the Law
One of the biggest Delaware Supreme Court cases of 2013 wasn’t. The Delaware Court of Chancery opinion in Boilermakers Local 154 Retirement Fund v. Chevron Corp., upheld the enforceability of Delaware forum selection clause bylaws unilaterally adopted by corporate boards of directors. It was widely expected that the Delaware Supreme Court would uphold the Court of Chancery’s opinion. However, Plaintiffs dismissed their appeal and moved to dismiss their remaining claims in the Court of Chancery, leaving intact Chancellor Strine’s strong support of forum selection clauses. National Industries Group (Holding) v. Carlyle Investment Managements L.L.C. and TC Group, L.L.C., a 2013 …
Contract And Dispossession, Deborah W. Post
Contract And Dispossession, Deborah W. Post
Deborah W. Post
This Essay, part of a collection of essays on the same theme, argues that contract law has become an instrument of oppression and dispossession rather than liberation. Having offered a critique, the challenge then is to consider whether it is possible to restore the liberatory potential of contract. The symposium, Post-Marxism, Post-Racialism & Other Fables of the Dispossession, was an invitation to consider the contemporary relevance of Marxist theory. There are two reference points in this cultural critique. One is the importance of social position in a jurisprudence that embraces objectivity; the uncritical and unreflective reliance on hegemonic social practices, …
Contract And Dispossession, Deborah W. Post
Contract And Dispossession, Deborah W. Post
Scholarly Works
This Essay, part of a collection of essays on the same theme, argues that contract law has become an instrument of oppression and dispossession rather than liberation. Having offered a critique, the challenge then is to consider whether it is possible to restore the liberatory potential of contract. The symposium, Post-Marxism, Post-Racialism & Other Fables of the Dispossession, was an invitation to consider the contemporary relevance of Marxist theory.
There are two reference points in this cultural critique. One is the importance of social position in a jurisprudence that embraces objectivity; the uncritical and unreflective reliance on hegemonic social …
The Architecture Of Transnational Private Regulation, Fabrizio Cafaggi
The Architecture Of Transnational Private Regulation, Fabrizio Cafaggi
Transnational Business Governance Interactions Working Papers
Conflicting interests among private actors constitute an important factor to explain why and how transnational private regulation has grown and the proliferation of standards and standard setting organizations that has followed. This essay provides a map of transnational regulatory space suggesting that the different levels are related to various governance responses to conflicts within the private sphere and between private and public actors.Three levels of the global regulatory space are considered: (1) the single global regulatory body, where interests are integrated into one organization, (2) the regime, in which multiple organizations operate, regulating within the same policy field, (3) multiple …
A Standard Clause Analysis Of The Frustration Doctrine And The Material Adverse Change Clause, Andrew A. Schwartz
A Standard Clause Analysis Of The Frustration Doctrine And The Material Adverse Change Clause, Andrew A. Schwartz
Publications
In the darkest depths of a corporate merger agreement lies the MAC clause, a term that permits the acquirer to walk away from a transaction if, between signing and closing, the target company experiences a "Material Adverse Change." Multibillion-dollar deals rise or fall based on the anticipated interpretation of a MAC clause, and invocation of the clause in a sensitive transaction could trigger the collapse of the global financial system. In short, the MAC clause is the most important contract term of our time. And yet--due to an almost total lack of case law--no one knows what it means.
In …
The Diverging Meaning Of Good Faith, Mark J. Loewenstein
The Diverging Meaning Of Good Faith, Mark J. Loewenstein
Publications
This article explores the meaning of "good faith" in the context of corporations and unincorporated entities. The courts, particularly in Delaware, have developed two different approaches. In the corporate arena, the courts are fashioning a notion of good faith that seems to require an examination of director motivations. In the unincorporated arena, good faith has a meaning grounded in contract law. These are two different concepts and reflect the fundamental differences between corporations and unincorporated entities, with the former based on fiduciary duties and the latter on contract. There are, however, indications that this "divergence" is starting to disappear, and …
Of Fine Lines, Blunt Instruments And Half-Truths: Business Acquisition Agreements And The Right To Lie, Jeffrey M. Lipshaw
Of Fine Lines, Blunt Instruments And Half-Truths: Business Acquisition Agreements And The Right To Lie, Jeffrey M. Lipshaw
ExpressO
In this article, I expand upon a happy coincidence (for scholars) in reconciling the overlap between contract and fraud. Both the recent book by Ian Ayres and Gregory Klass and the Delaware Court of Chancery in Abry Partners Acquisition V, L.P. v. F& W Acquisition, LLC addressed the issue of promissory fraud – the making of a contract as to which the promisor had no intention of performing. Each treatment, however, in focusing on fraudulent affirmative representations, falls short of (a) recognizing the fundamental aspect of deceptive promising in a complex deal, namely the half-truth, (b) articulating an appropriate doctrinal …
Toward The Techno-Corporate State - An Essay In American Constitutionalsim, Arthur Selwyn Miller
Toward The Techno-Corporate State - An Essay In American Constitutionalsim, Arthur Selwyn Miller
Villanova Law Review
No abstract provided.
Corporations - Promotion - Discharge Of Promoter's Liability As Bidder At A Bankruptcy Sale, John Morrow
Corporations - Promotion - Discharge Of Promoter's Liability As Bidder At A Bankruptcy Sale, John Morrow
Michigan Law Review
On October 1, defendant made the high bid at a bankruptcy sale of hotel properties as "Mr. Ash, trustee." Later that same day a certificate of incorporation was executed for a corporation with Ash as treasurer. On October 4 the proper corporate papers were filed with the secretary of state. On October 4 the receivers receipted for the earnest money deposit, the instrument acknowledging, as interpreted by the court, that the receivers would look to the corporation to complete the contract and would not look to Mr. Ash personally. On October 14, the referee confirmed the sale to "Mr. Ash, …
Business Associations -- 1956 Tennessee Survey, F. Hodge O'Neal
Business Associations -- 1956 Tennessee Survey, F. Hodge O'Neal
Vanderbilt Law Review
Surprisingly few cases were decided in the field of Business Associations during the survey period. Those decisions for the most part merely reaffirmed legal principles already established in Tennessee law. One of the cases, Wyatt v. Brown,' raised again the interesting old question of what is a partnership and what factual elements are necessary to constitute the partnership relation. This article discusses that question first and then comments rather briefly on the other cases and the principles they enunciate.