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Articles 1 - 30 of 40
Full-Text Articles in Contracts
Hidden Contracts, Shmuel I. Becher, Uri Benoliel
Hidden Contracts, Shmuel I. Becher, Uri Benoliel
BYU Law Review
Transparency is a promising means for enhancing democratic values, countering corruption, and reducing power abuse. Nonetheless, the potential of transparency in the domain of consumer contracts is untapped. This Article suggests utilizing the power of transparency to increase consumer access to justice, better distribute technological gains between businesses and consumers, and deter sellers from breaching their consumer contracts while exploiting consumers’ inferior position.
In doing so, this Article focuses on what we dub “Hidden Contracts.” Part I conceptualizes the idea of hidden contracts. It first defines hidden contracts as consumer form contracts that firms unilaterally modify and subsequently remove from …
Contracting As A Class, Caleb N. Griffin
Contracting As A Class, Caleb N. Griffin
BYU Law Review
Contract law is stuck in a loop of path dependency and stale precedent. Its metaphors, like “the meeting of the minds,” are today laughably implausible. Its values, like “consent,” have been stripped of any real meaning. No one reads or understands the overwhelming majority of contracts to which they agree. And no one should. Reading them is meaningless, because it simply does not matter what they say. Individuals must agree to them – indeed, are effectively forced to agree to them – if they wish to participate in the modern world.
Modern digital contracting is not a collaborative process. Today, …
Scaling Daos Through Fiduciary Duties, Alex Dolphin
Scaling Daos Through Fiduciary Duties, Alex Dolphin
BYU Law Review
DAOs (Decentralized Autonomous Organizations) are a unique type of business organization due in large part to their directly democratic governance structure. Owners of DAOs, “tokenholders,” do not delegate control to a board or a general partner. Rather, tokenholders directly control a DAO and must approve every action that a DAO takes. Because tokenholders do not delegate control to an agent, the principal-agent problem is tempered in DAOs. The principal-agent problem is the basis for the fiduciary duties that govern traditional business organizations. These fiduciary duties are meant to prevent agents entrusted with power by their principals from self-dealing. Some have …
Systemic Risk Of Contract, Tal Kastner
Systemic Risk Of Contract, Tal Kastner
BYU Law Review
Complexity and uncertainty define our world, now more than ever. Scholars and practitioners have celebrated modular contract design as an especially effective tool to manage these challenges. Modularity divides complex structures into relatively discrete, independent components with simple connections. The benefits of this fundamental drafting approach are intuitive. Lawyers divide contracts into sections and provisions to make them easier to understand and reduce uncertainty. Dealmakers constructing complex transactions use portable agreements as building blocks to reduce drafting costs and enable innovation. Little attention, however, has been paid to the risks introduced by modularity in contracts. This Article demonstrates how this …
Relational Enforcement Of Stock Exchange Rules, Geeyoung Min, Kwon-Yong Jin
Relational Enforcement Of Stock Exchange Rules, Geeyoung Min, Kwon-Yong Jin
BYU Law Review
Stock exchanges, as regulating entities supervised by the Securities and Exchange Commission (SEC), have wielded their rulemaking power on various corporate governance issues, ranging from the independent board committee requirement adopted in 2003 to the board diversity requirement approved in 2021. Simultaneously, as for-profit corporate entities, major stock exchanges have been competing against each other to attract and retain more companies. This dual status of stock exchanges — as regulators and as profit driven entities — brings into question the stock exchanges' incentive to enforce their own rules against listed companies. What happens if a listed company violates stock exchange …
The Role Of Courts In The Evolution Of Standard Form Contracts: An Insurance Case Study, Daniel Schwarcz
The Role Of Courts In The Evolution Of Standard Form Contracts: An Insurance Case Study, Daniel Schwarcz
BYU Law Review
Standard form contracts are a pervasive feature of modern commercial life for ordinary consumers and big businesses alike. Yet remarkably little is currently known about how and when these contracts evolve in response to judicial decisions that interpret and apply them in individual disputes. Homeowners insurance policies offer a particularly fertile ground for studying this issue due to both the prominence of the insurance law doctrine that ambiguities are interpreted against the drafter and the historic standardization of insurance policies across different insurers. Utilizing a unique hand collected dataset, this Article empirically investigates the links between innovation in the dominant …
Blockchain & Smart Contract Technology: Alternative Incentives For Legal Contract Innovation, Erika J. Nash
Blockchain & Smart Contract Technology: Alternative Incentives For Legal Contract Innovation, Erika J. Nash
BYU Law Review
No abstract provided.
Guilt-Free Markets? Unconscionability, Conscience, And Emotions, Hila Keren
Guilt-Free Markets? Unconscionability, Conscience, And Emotions, Hila Keren
BYU Law Review
Despite record-level economic inequalities and a vast growth in market exploitation, courts remain surprisingly reluctant to exercise their power to invalidate the resulting predatory contracts. There is no doubt that courts are authorized to invalidate predatory contracts based on their unconscionability. There is, however, an ongoing debate regarding the desirability of utilizing this judicial power in a capitalist society. This Article enters the discussion from a unique angle: it focuses less on the bottom line of jurisprudence and more on the law’s expressive power—the fact that the law’s impact extends beyond its ability to sanction or reward behaviors. Specifically, the …
Mind The Gap, Charles H. Brower Ii
Unwrapping Shrinkwraps, Clickwraps, And Browsewraps: How The Law Went Wrong From Horse Traders To The Law Of The Horse, Cheryl B. Preston, Eli W. Mccann
Unwrapping Shrinkwraps, Clickwraps, And Browsewraps: How The Law Went Wrong From Horse Traders To The Law Of The Horse, Cheryl B. Preston, Eli W. Mccann
Brigham Young University Journal of Public Law
This Article starts with the famous "horse trades" (typically between A and B and for 10£) from early discussions of contract law, and proceeds through Judge Burrough's enduring "unruly horse" and Karl Llewellyn's Across Sales on Horseback and The First Struggle to Unhorse Wares, to provide background for a critique of the recent judicial liberality in enforcing online contracts. We then focus on role of Judge Frank Easterbrook, who has personally insulted the place of the horse in law, and his infamous opinion in ProCD v. Zeidenberg. This case fueled the enforcement of clickwrap and browsewrap contracts by decaying assent …
Creditors' Contempt, Lea Shepard
Creditors' Contempt, Lea Shepard
BYU Law Review
This Article takes a fresh look at the power of courts and creditors to force debtors to repay their obligations through in personam collection techniques. Variously known as “debtor’s examinations,” “turnover orders,” “citations to discover assets,” “supplementary proceedings,” “proceedings supplementary,” and “proceedings in aid of execution,” in personam remedies force the debtor, under threat of the court’s contempt authority, to turn over money or property directly to a creditor. Because the exercise of the court’s contempt authority can result in a debtor’s imprisonment, in personam techniques have long been regarded as a critical but potentially very coercive arrow in a …
"If You Poison Us Do We Not Die?" - A Critical Analysis Of The Legality Of Poison Puts In The Wake Of San Antonio Fire And Police Pension Fund V. Amylin, Inc., Marcus Kai Hintze
"If You Poison Us Do We Not Die?" - A Critical Analysis Of The Legality Of Poison Puts In The Wake Of San Antonio Fire And Police Pension Fund V. Amylin, Inc., Marcus Kai Hintze
BYU Law Review
No abstract provided.
Contracts, Custom, And The Common Law: Towards A Renewed Prominence For Contract Law In American Wrongful Discharge Jurisprudence, Timothy J. Coley
Contracts, Custom, And The Common Law: Towards A Renewed Prominence For Contract Law In American Wrongful Discharge Jurisprudence, Timothy J. Coley
Brigham Young University Journal of Public Law
No abstract provided.
The Dubious Upgrade Of International Development Contracts, Gabriel Swiney
The Dubious Upgrade Of International Development Contracts, Gabriel Swiney
Brigham Young University International Law & Management Review
No abstract provided.
Operation Executive Freedom (Of Contract): Following The Executive's Fiduciary Obligation From Manges To Magruder In Mineral Leasing, John B. Fowles
Operation Executive Freedom (Of Contract): Following The Executive's Fiduciary Obligation From Manges To Magruder In Mineral Leasing, John B. Fowles
BYU Law Review
No abstract provided.
The Shrinkwrap Snafu: Untangling The "Extra Element" In Breach Of Contract Claims Based On Shrinkwrap Licenses, Nathan Smith
The Shrinkwrap Snafu: Untangling The "Extra Element" In Breach Of Contract Claims Based On Shrinkwrap Licenses, Nathan Smith
BYU Law Review
No abstract provided.
Contract Law And Christian Conscience, Val D. Ricks
Contract Law And Christian Conscience, Val D. Ricks
BYU Law Review
No abstract provided.
Three Degrees Of Promising, Eric G. Andersen
Nachfrist Was Ist? Thinking Globally And Acting Locally: Considering Time Extension Principles Of The U.N. Convention On Contracts For The International Sale Of Goods In Revising The Uniform Commercial Code, John C. Duncan Jr.
BYU Law Review
No abstract provided.
Mcc-Marble Ceramic Center: The Parol Evidence Rule And Other Domestic Law Under The Convention On Contracts For The International Sale Of Goods, Rod N. Andreason
Mcc-Marble Ceramic Center: The Parol Evidence Rule And Other Domestic Law Under The Convention On Contracts For The International Sale Of Goods, Rod N. Andreason
BYU Law Review
No abstract provided.
The Contract For Deed As A Mortgage: The Case For The Restatement Approach, Grant S. Nelson
The Contract For Deed As A Mortgage: The Case For The Restatement Approach, Grant S. Nelson
BYU Law Review
No abstract provided.
Trail Mountain Coal Co. V. Utah Division Of State Lands & Forestry: Can States Retroactively Alter Their Own Contractual Obligations?, Michael S. Lee
Trail Mountain Coal Co. V. Utah Division Of State Lands & Forestry: Can States Retroactively Alter Their Own Contractual Obligations?, Michael S. Lee
BYU Law Review
No abstract provided.
The Parol Evidence Rule And The United Nations Convention On Contracts For The International Sale Of Goods: Justifying Beijing Metals & Minerals Import/Export Corp. V. American Business Center, Inc., David H. Moore
BYU Law Review
No abstract provided.
Liquidated Damages And The Penalty Rule: A Reassessment, David Brizzee
Liquidated Damages And The Penalty Rule: A Reassessment, David Brizzee
BYU Law Review
No abstract provided.
Terminating At-Will Employment Contracts In Utah Subsequent To Berube V. Fashion Centre, George P. Barbaresi
Terminating At-Will Employment Contracts In Utah Subsequent To Berube V. Fashion Centre, George P. Barbaresi
BYU Law Review
No abstract provided.
Arcadian Phosphates, Inc. V. Arcadian Corp.- Taming Texaco's Agreement In Principle, Jonathan O. Hafen
Arcadian Phosphates, Inc. V. Arcadian Corp.- Taming Texaco's Agreement In Principle, Jonathan O. Hafen
BYU Law Review
No abstract provided.
Teaching Parol Evidence, James D. Gordon Iii
Minimum Contacts In Single Contract Cases: Burger King Has Its Way, Ducan E. Barber
Minimum Contacts In Single Contract Cases: Burger King Has Its Way, Ducan E. Barber
BYU Law Review
No abstract provided.
Injunctive Relief In The United States Claims Court: Does A Bid Protester Have Standing?, Steven R. Sumsion
Injunctive Relief In The United States Claims Court: Does A Bid Protester Have Standing?, Steven R. Sumsion
BYU Law Review
No abstract provided.
Installment Land Contracts-The National Scene Revisited, Grant S. Nelson, Dale A. Whitman
Installment Land Contracts-The National Scene Revisited, Grant S. Nelson, Dale A. Whitman
BYU Law Review
No abstract provided.