Open Access. Powered by Scholars. Published by Universities.®

Law Commons

Open Access. Powered by Scholars. Published by Universities.®

Contracts

Institution
Keyword
Publication Year
Publication
Publication Type
File Type

Articles 1 - 30 of 6486

Full-Text Articles in Law

Cartoon Contracts And The Proactive Visualization Of Law, Michael D. Murray Jun 2021

Cartoon Contracts And The Proactive Visualization Of Law, Michael D. Murray

University of Massachusetts Law Review

Contracts have always relied on text first, foremost, and usually exclusively. Yet, this approach leaves many users of contracts in the dark as to the actual meaning of the transactional documents and instruments they enter into. The average contract routinely uses language that only lawyers, law-trained readers, and highly literate persons can truly understand. There is a movement in the law in the United States and many other nations called the visualization of law movement that attempts to bridge these gaps in contractual communication by using highly visual instruments. In appropriate circumstances, even cartoons and comic book forms of sequential ...


The Pleasure Of The Contract: Legal Role Play From Leopold Von Sacher-Masoch Through Noodles & Beef, Michael Angelo Tata Jun 2021

The Pleasure Of The Contract: Legal Role Play From Leopold Von Sacher-Masoch Through Noodles & Beef, Michael Angelo Tata

Golden Gate University Law Review

The recent article Nonbinding Bondage: Exploring the (Extra)legal Complexity of BDSM Contracts encapsulates the aesthetic legacy of the sex contract and its embodiment in what this Comment calls “legal role play,” or how individuals perform contractual play-acting for sexual gratification. In Part I, this Comment challenges Nonbinding Bondage’s historical arc, using this writing as a launchpad for a more extensive discussion of the sex contract’s aesthetic interpretation. Employing a vocabulary of parody, play and performance (all aesthetics terms), Nonbinding Bondage presents the most popular reading of subcultural BDSM contracts: that they mime aspects of traditional contracts to ...


Consumer Protection In Ecommerce: A Case Study Of Egypt, Heba Habib Jun 2021

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 ...


Business Interruption Insurance In The Time Of Covid-19: Who Should Foot The Bill?, Paul Mchugh Jun 2021

Business Interruption Insurance In The Time Of Covid-19: Who Should Foot The Bill?, Paul Mchugh

Journal of Law and Policy

COVID-19-related business closures led to thousands of business interruption insurance claims and lawsuits across the country. However, throughout the history of business interruption policies, obstacles such as virus exclusions and “physical damage” requirements have been added in response to prior pandemics and catastrophic losses. These exclusions and requirements have led to many hurdles and outright denials for those seeking payment on their policies. So, then, can business owners still find some economic refuge in these policies? Despite outright denials in many courts, at least a handful of federal judges as well as a number of members of Congress seem to ...


Contracting In Direct Asset Sales, Xin Yuan Jun 2021

Contracting In Direct Asset Sales, Xin Yuan

Dissertations, Theses, and Capstone Projects

Using a unique, hand-collected dataset of direct asset sales agreements in the SEC filings, I provide the first large-sample evidence on how contracting mechanisms are used to mitigate information frictions in these important transactions. The conflict of interests is unique because the scarcity of asset-specific financial information makes target assets difficult to value and monitor, especially when such transactions are usually consummated in a short period. I first show an extensive use of representations and warranties, covenants, and special payment arrangements in these contracts when severe information asymmetry exists between buyers and sellers. Importantly, further results suggest that these contracting ...


The Separation Of Voting And Control: The Role Of Contract In Corporate Governance, Gabriel V. Rauterberg Jun 2021

The Separation Of Voting And Control: The Role Of Contract In Corporate Governance, Gabriel V. Rauterberg

Articles

The default rules of corporate law make shareholders’ control rights a function of their voting power. Whether a director is elected or a merger is approved depends on how shareholders vote. Yet, in private corporations shareholders routinely alter their rights by contract. This phenomenon of shareholder agreements—contracts among the owners of a firm— has received far less attention than it deserves, mainly because detailed data about the actual contents of shareholder agreements has been lacking. Private companies disclose little, and shareholder agreements are thought to play a trivial or nonexistent role in public companies. I show that this is ...


Forced Play: Was The Mlb Commisioner's Decision To Force A 2020 Mlb Season Amid Coronavirus Unenforceable, Or Just A Bad Idea?, Rachel Young May 2021

Forced Play: Was The Mlb Commisioner's Decision To Force A 2020 Mlb Season Amid Coronavirus Unenforceable, Or Just A Bad Idea?, Rachel Young

Jeffrey S. Moorad Sports Law Journal

No abstract provided.


Independent Craft Breweries Struggle Under Distribution Laws That Create A Power Imbalance In Favor Of Wholesalers, Daniel Croxall May 2021

Independent Craft Breweries Struggle Under Distribution Laws That Create A Power Imbalance In Favor Of Wholesalers, Daniel Croxall

William & Mary Business Law Review

Independent craft breweries are facing historic challenges under the COVID-19 pandemic. To make matters worse, many states prohibit a brewery from terminating a distribution contract with a wholesaler absent statutorily defined “good cause,” which typically means fraud, bankruptcy, or other illegal conduct. In this context, lagging sales or poor distribution performance are not grounds for a brewery to terminate a distribution contract. This means that it is nearly impossible, legally or financially, for an independent craft brewery to terminate a distribution contract with an unsatisfactory wholesaler. In essence, states have statutorily tipped the balance of power in favor of distributors ...


Response To The Cost Of Guilty Breach: What Work Is “Willful Breach” Doing?, Brian Jm Quinn May 2021

Response To The Cost Of Guilty Breach: What Work Is “Willful Breach” Doing?, Brian Jm Quinn

Boston College Law Review

The authors of The Cost of Guilty Breach have pointed out an interesting issue—why is it that merger agreements import into their contracts language of moral culpability to establish liability in connection with a breach of the agreement? The authors propose some persuasive hypotheses to explain the presence of “willful breach” language. In this brief response, I mostly agree with the authors and offer a few of my own thoughts about the merger contract and breach.


Gestational Surrogacy Contract Terms Under The 2017 Uniform Parentage Act May 2021

Gestational Surrogacy Contract Terms Under The 2017 Uniform Parentage Act

Child and Family Law Journal

No abstract provided.


Child Entertainers And Their Limited Protections: A Call For An Interstate Compact May 2021

Child Entertainers And Their Limited Protections: A Call For An Interstate Compact

Child and Family Law Journal

No abstract provided.


With Actual Knowledge Comes Lack Of Materiality: Offering A Reasonable Bright-Line Rule For The Escobar Materiality Standard, Nicholas B. Goddard May 2021

With Actual Knowledge Comes Lack Of Materiality: Offering A Reasonable Bright-Line Rule For The Escobar Materiality Standard, Nicholas B. Goddard

St. Mary's Law Journal

Abstract forthcoming.


License To Sublicense: The Legal Possibility Of Impliedly Sublicensing A Copyrighted Work, Rohena Rajbhandari Apr 2021

License To Sublicense: The Legal Possibility Of Impliedly Sublicensing A Copyrighted Work, Rohena Rajbhandari

Boston College Law Review

On March 13, 2020, in Photographic Illustrators Corp. v. Orgill, Inc., the U.S. Court of Appeals for the First Circuit held that, within copyright law, an implied sublicense is legally possible where a licensee’s nonexclusive license permits unrestricted sublicensing. This was an issue of first impression among the federal courts of appeals. This Comment argues that the First Circuit correctly concluded that implied sublicenses are legally possible and that the legal test for determining whether an implied sublicense exists must consider the relationship between the licensee and sublicensee. Nevertheless, because sublicensing necessarily excludes the copyright owner, applying a ...


Bargaining For Innovation, Elizabeth Winston Apr 2021

Bargaining For Innovation, Elizabeth Winston

Villanova Law Review

No abstract provided.


The Cost Of Guilty Breach: Willful Breach In M&A Contracts, Theresa Arnold, Amanda Dixon, Madison Whalen Sherrill, Hadar Tanne, Mitu Gulati Apr 2021

The Cost Of Guilty Breach: Willful Breach In M&A Contracts, Theresa Arnold, Amanda Dixon, Madison Whalen Sherrill, Hadar Tanne, Mitu Gulati

Boston College Law Review

The traditional framework of United States private law that every first-year student learns is that contracts and torts are different realms—contracts is the realm of strict liability and torts of fault. Contracts, we learn from the writings of Justice Holmes and Judge Posner, are best viewed as options; they give parties the option to perform or pay damages. The question we ask is whether, in the real world, that is indeed how contracting parties view things. Using a dataset made up of one thousand mergers and acquisitions (M&A) contracts and thirty in-depth interviews with M&A lawyers, we ...


When The Sanity Code Becomes The Insanity Code: Following O'Bannon's Lead Is The Key To Solving Group Licensing For Ncaa Student-Athletes, Lee Vanhorn Apr 2021

When The Sanity Code Becomes The Insanity Code: Following O'Bannon's Lead Is The Key To Solving Group Licensing For Ncaa Student-Athletes, Lee Vanhorn

Arkansas Law Review

"Many times when you lose, it's the greatest opportunity to improve. You have this unique opportunity to make dramatic change that you probably couldn't make when things seem to be going right." A YouTube channel titled “Deestroying” displays unique talents of a Costa Rican immigrant named Donald De La Haye (“De La Haye”). De La Haye has a second channel, “KD Family,” and together, the channels have a combined 486 million views and more than three million subscribers. De La Haye majored in marketing at the University of Central Florida (“UCF”), but creates content for his YouTube channels ...


In Contracts We Trust (And No One Can Change Their Mind)! There Should Be No Special Treatment For Religious Arbitration, Michael J. Broyde, Alexa J. Windsor Apr 2021

In Contracts We Trust (And No One Can Change Their Mind)! There Should Be No Special Treatment For Religious Arbitration, Michael J. Broyde, Alexa J. Windsor

Pepperdine Dispute Resolution Law Journal

No abstract provided.


An Analysis Of Applications Of The Restatement (Second) Of Contracts In Connecticut And The Restatement (Second) And (Third) Of Torts In Washington: Realizing The Restatements' Objectives In Practice, Brendan W. Clark Apr 2021

An Analysis Of Applications Of The Restatement (Second) Of Contracts In Connecticut And The Restatement (Second) And (Third) Of Torts In Washington: Realizing The Restatements' Objectives In Practice, Brendan W. Clark

Senior Theses and Projects

No abstract provided.


Two Visions Of Contract, Hanoch Dagan Apr 2021

Two Visions Of Contract, Hanoch Dagan

Michigan Law Review

A Review of Justice in Transactions: A Theory of Contract Law. by Peter Benson.


Beyond #Metoo: Addressing Workplace Sexual Misconduct Cases And The Targeted Use Of Non-Disclosure Agreements, Taylor Percival, Lane Gibbons Apr 2021

Beyond #Metoo: Addressing Workplace Sexual Misconduct Cases And The Targeted Use Of Non-Disclosure Agreements, Taylor Percival, Lane Gibbons

Brigham Young University Prelaw Review

Recent allegations against prominent figures have brought the targeted use of non-disclosure agreements (NDAs) in sexual misconduct cases to public knowledge. NDAs have historically been used in a variety of ways in such cases, but situations of coercion and uneven power dynamics often leave victims with no real choice, and they end up losing their right to speak publicly about their experiences. This paper discusses the history of NDAs in sexual misconduct cases, explores when and why their enforcement is unlawful, and proposes the adoption of federal legislation like the BE HEARD Act to limit the inappropriate use of NDAs.


“A Waiver Of The Trial Itself”: The Constitutional Threats Of Extending United States V. Mezzanatto And Contractual Solutions, Cherylann M. Pasha Mar 2021

“A Waiver Of The Trial Itself”: The Constitutional Threats Of Extending United States V. Mezzanatto And Contractual Solutions, Cherylann M. Pasha

Boston College Law Review

Prosecutors and criminal defendants resolve most cases through plea agreements. Often these agreements contain waivers of Federal Rule of Criminal Procedure 11(f) and Federal Rule of Evidence 410, which prevent the admission of statements made during plea discussions into evidence at criminal trial. In 1995, the U.S. Supreme Court in United States v. Mezzanatto held that such waivers are enforceable for impeachment purposes. Numerous U.S. Circuit Courts of Appeals have extended this holding by permitting the use of these statements for the prosecution’s rebuttal and case-in-chief. This Note asserts that the extension of Mezzanatto threatens the ...


Kesiapan Indonesia Dalam Memenuhi Nationally Determined Contribution (Ndc) Seb Agaiimplement Asi Paris Agreement Terkait Restorasi Lahan Gambut, Bela Titis Gantika Br Panggabean Mar 2021

Kesiapan Indonesia Dalam Memenuhi Nationally Determined Contribution (Ndc) Seb Agaiimplement Asi Paris Agreement Terkait Restorasi Lahan Gambut, Bela Titis Gantika Br Panggabean

Dharmasisya

Indonesia has stated its participation in one of the Climate Agreement, namely Paris Agreement, in the context of reducing GHG emission. In its implementation, Paris Agreement provides obligations for the Parties to conduct a Nationally Determined Contribution, in which there are targets to be achieved in an effort to reduce GHG emissions, in accordance with the domestic conditions of the participating countries. Undoubtedly, each state has different priorities in efforts to reduce GHG emissions, including Indonesia. Natural disasters such as forest and peatland fires that often occur in Indonesia are considered by the government to prioritize forest and peatland restoration ...


The Role Of Courts In The Evolution Of Standard Form Contracts: An Insurance Case Study, Daniel Schwarcz Mar 2021

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 ...


Hatton V. Falcon Coal: Breach Of Contract Or Trespass To Realty?, Kelly J. Hobbs Mar 2021

Hatton V. Falcon Coal: Breach Of Contract Or Trespass To Realty?, Kelly J. Hobbs

Journal of Natural Resources & Environmental Law

No abstract provided.


The Idea Of Contract In Japanese Law And Culture, Sara Landini Mar 2021

The Idea Of Contract In Japanese Law And Culture, Sara Landini

Japanese Society and Culture

The paper deals with contract law in Japan in the perspective of law and literature in order to better understand some basic concepts that actually are not a translation of western concept like good faith.


Contracting In The Age Of Smart Contracts, Farshad Ghodoosi Mar 2021

Contracting In The Age Of Smart Contracts, Farshad Ghodoosi

Washington Law Review

Smart contracts lie at the heart of blockchain technology. There are two principal problems, however, with existing smart contracts: first, the enforceability of smart contracts remains ambiguous. Second, smart contracts are limited in scope and capability barring more complex contracts from being executed via blockchain technology. Drawing from the existing literature on contracts and smart contracting, this Article suggests new approaches to address these two problems. First, it proposes a framework based on reliance-based contracting to analyze smart contracts. Second, the Article analyzes the seismic shifts in contractual disputes, and offers new insights into its features including decentralized decision-making, network-based ...


Antitrust Policy Toward Patent Licensing: Why Negotiation Matters, Daniel F. Spulber Mar 2021

Antitrust Policy Toward Patent Licensing: Why Negotiation Matters, Daniel F. Spulber

Minnesota Journal of Law, Science & Technology

No abstract provided.


Stealth Governance: Shareholder Agreements And Private Ordering, Jill E. Fisch Mar 2021

Stealth Governance: Shareholder Agreements And Private Ordering, Jill E. Fisch

Faculty Scholarship at Penn Law

Corporate law has embraced private ordering -- tailoring a firm’s corporate governance to meet its individual needs. Firms are increasingly adopting firm-specific governance through dual-class voting structures, forum selection provisions and tailored limitations on the duty of loyalty. Courts have accepted these provisions as consistent with the contractual theory of the firm, and statutes, in many cases, explicitly endorse their use. Commentators too support private ordering for its capacity to facilitate innovation and enhance efficiency.

Private ordering typically occurs through firm-specific charter and bylaw provisions. VC-funded startups, however, frequently use an alternative tool – shareholder agreements. These agreements, which have largely ...


Leases As Forms, David A. Hoffman, Anton Strezhnev Feb 2021

Leases As Forms, David A. Hoffman, Anton Strezhnev

Faculty Scholarship at Penn Law

We offer the first large scale descriptive study of residential leases, based on a dataset of ~170,000 residential leases filed in support of over ~200,000 Philadelphia eviction proceedings from 2005 through 2019. These leases are highly likely to contain unenforceable terms, and their pro-landlord tilt has increased sharply over time. Matching leases with individual tenant characteristics, we show that unlawful terms are surprisingly likely to be associated with more expensive leaseholds in richer, whiter parts of the city. This result is linked to landlords' growing adoption of shared forms, originally created by non-profit landlord associations, and more recently ...


The Contract Interpretation Policy Debate: A Primer, Joshua M. Silverstein Feb 2021

The Contract Interpretation Policy Debate: A Primer, Joshua M. Silverstein

Faculty Scholarship

Contract interpretation is one of the most significant areas of commercial law. As a result, there is an extensive academic and judicial debate over the optimal method for construing agreements. Throughout this exchange, scholars and courts have advanced a wide array of conceptual, theoretical, and empirical arguments in support of the two primary schools of interpretation— textualism and contextualism—as well as various hybrid positions. This Essay is intended to serve as a primer on those arguments.