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Full-Text Articles in Law

Some Issues On The Law Of Direct Damages (Us And Uk), Victor P. Goldberg Jan 2020

Some Issues On The Law Of Direct Damages (Us And Uk), Victor P. Goldberg

Faculty Scholarship

When a contract is breached, both U.S. and U.K. law provide that the non-breaching party should be made whole. The Uniform Commercial Code (“UCC”) provides that “[t]he remedies provided by this Act shall be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed.” The English version, going back to Robinson v. Harman, is “that where a party sustains a loss by reason of breach of contract, he is, so far as money can do it, to be placed in the same situation, with …


A Precedent Built On Sand: Norcon V. Niagra Mohawk, Victor P. Goldberg Jan 2013

A Precedent Built On Sand: Norcon V. Niagra Mohawk, Victor P. Goldberg

Faculty Scholarship

Under the common law, a contracting party could only demand assurance of performance if the other party was insolvent. If a party had reasonable grounds for insecurity, the UCC Section 2-609 allowed it to demand adequate assurance even if the counterparty were solvent. The Restatement (Second) adopted the same rule for non-goods. In NorCon v. Niagara Mohawk the New York court extended the adequate assurance doctrine for some non-goods contracts. Although the decision seems to imply that there is some relation between the NorCon facts and its conclusion as to the law, there is none. Relying primarily on material available …


Transactional Economics: Victor Goldberg's Framing Contract Law, Mark P. Gergen, Victor P. Goldberg, Stewart Macaulay, Keith A. Rowley Jan 2007

Transactional Economics: Victor Goldberg's Framing Contract Law, Mark P. Gergen, Victor P. Goldberg, Stewart Macaulay, Keith A. Rowley

Faculty Scholarship

Professor Mark Gergen: Thank you. It is an honor to speak to this group and to be on a panel with Stewart Macaulay, Keith Rowley, and Victor Goldberg. I have an enormous amount of respect for the three. Keith had the misfortune of being a student of mine in Federal Income Tax.

Framing Contract Law offers a wealth of information about familiar cases. Victor argues that in construing contracts, courts should be attentive to how people engineer contracts to minimize transaction costs. He shows that courts often err in this regard, imposing unnecessary costs. To make his case, Victor delves …


Discretion In Long-Term Open Quantity Contracts: Reining In Good Faith, Victor P. Goldberg Jan 2002

Discretion In Long-Term Open Quantity Contracts: Reining In Good Faith, Victor P. Goldberg

Faculty Scholarship

Long-term contracts often promise to deliver the seller's full output, the buyer's requirements, or some variation on these. For example, an electric utility might enter into a thirty year contract with a coal mine promising that it will take all the coal needed to supply a particular generating plant. These open quantity contracts have raised two issues. The first is whether the promise was illusory. If the utility had no duty to take any coal, a court could have found that there was no consideration and, therefore, no contract. While there was a time when full output and requirements contracts …


The "Battle Of The Forms": Fairness, Efficiency, And The Best-Shot Rule, Victor P. Goldberg Jan 1997

The "Battle Of The Forms": Fairness, Efficiency, And The Best-Shot Rule, Victor P. Goldberg

Faculty Scholarship

After the parties agree to a sale, the buyer sends a purchase order with one set of boilerplate terms on the reverse side; the seller responds with an acknowledgment and invoice with another set of boilerplate terms. Do they have a contract? If so, on what terms? This so-called "battle of the forms" has given rise to a great outpouring of scholarship and a legislative solution widely perceived as inartfully drafted and generally unsatisfactory. In particular, the Code solution has been criticized because it attempted to solve both the formation and interpretation problems with one rule. The Uniform Commercial Code …


The Lemon And Its Rejection: Code Language And Its Misconstruction, Janet A. Flaccus Apr 1986

The Lemon And Its Rejection: Code Language And Its Misconstruction, Janet A. Flaccus

University of Arkansas at Little Rock Law Review

No abstract provided.


Representing The Arkansas Timber Owner In Timber Sale Transactions: Some Contract Drafting Considerations, Christopher R. Kelley Oct 1985

Representing The Arkansas Timber Owner In Timber Sale Transactions: Some Contract Drafting Considerations, Christopher R. Kelley

University of Arkansas at Little Rock Law Review

No abstract provided.


Twenty Years After: Reflections On The Uniform Commercial Code In Arkansas—Articles 3 And 4, Arthur G. Murphey Jr. Jul 1984

Twenty Years After: Reflections On The Uniform Commercial Code In Arkansas—Articles 3 And 4, Arthur G. Murphey Jr.

University of Arkansas at Little Rock Law Review

No abstract provided.


Contract Clauses, James J. White Jan 1974

Contract Clauses, James J. White

Book Chapters

Before he turns to the clauses below, the draftsman should consider a few points that apply to drafting in general. The suggestions that follow will not win the Galileo award for 1974, but they bear repeating nevertheless.