Law Commons^™

Southern States Chemical Inc., Final Order Granting Defendants' Summary Judgment, Alice D. Bonner

Georgia Business Court Opinions

No abstract provided.

American Contract Law For A Global Age, Franklin G. Snyder, Mark Burge

Faculty Scholarship

American Contract Law for a Global Age by Franklin G. Snyder and Mark Edwin Burge of Texas A&M University School of Law is a casebook designed primarily for the first-year Contracts course as it is taught in American law schools, but is configured so as to be usable either as a primary text or a supplement in any upper-level U.S. or foreign class that seeks to introduce American contract law to students.

Non-Delegable Duty After Tiong Aik, Kee Yang Low, Ian Hao Ran Mah

Research Collection Yong Pung How School Of Law

The subject of non-delegable duty has troubled courts for some time. The recent UKSC decision in Woodland v STA has clarified the law somewhat. In the recent decision MCST No. 3322 v Tiong Aik, the Singapore Court of Appeal endorsed the UK position and made clarifications on the Singapore position. This article examines the Singapore position as expressed by the SGCA.

At The Intersection Of Land Grievances And Legal Liability: The Need To Reconsider Contract Rights And Expectations At The Supranational Level, Kaitlin Y. Cordes, Lise Johnson, Sam Szoke-Burke

Columbia Center on Sustainable Investment Staff Publications

This Article explores how host governments’ legal obligations can affect or constrain their ability to address “land grievances,” which are defined as concerns raised by local individuals or communities in response to negative impacts of land-based investments. Obligations under international investment law, international human rights law, and investor-state contracts can be in tension or can directly conflict with one another, creating complexity for governments seeking to respond to land grievances. To explore the legal considerations that governments must navigate in this context, this Article considers several options that governments could pursue to respond to land grievances. In all of the …

Souza Et Al., Order On Plaintiffs' Motion To Compel, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.

Souza Et Al., Amended Order Granting Defendants' Motion To Dismiss, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.

Contracts Ex Machina, Kevin Werbach, Nicolas Cornell

Articles

Smart contracts are self-executing digital transactions using decentralized cryptographic mechanisms for enforcement. They were theorized more than twenty years ago, but the recent development of Bitcoin and blockchain technologies has rekindled excitement about their potential among technologists and industry. Startup companies and major enterprises alike are now developing smart contract solutions for an array of markets, purporting to offer a digital bypass around traditional contract law. For legal scholars, smart contracts pose a significant question: Do smart contracts offer a superior solution to the problems that contract law addresses? In this article, we aim to understand both the potential and …

Joinder Of Equitable Assignors Of Equitable And Legal Choses In Action, Chee Ho Tham

Research Collection Yong Pung How School Of Law

It is commonly accepted that equitable assignees of equitable choses in action may sue obligors of such choses without joining the assignors, and that joinder of equitable assignors of legal choses arising from contract may also be dispensed with, given William Brandt's Sons & Co v Dumlop Rubber Co. This article suggests that the former results from the application of res judicata principles by a court acting within its equitable jurisdiction, and that Brandt's is better understood as having been decided within the court's equitable jurisdiction. Consequently, this paper shows that the law on joinder of equitable assignors is consistent …

Uas Investments, Llc Order On Cross Motions For Summary Judgment, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.

The Uniform Commercial Code Survey: Introduction, Jennifer S. Martin, Colin P. Marks, Wayne Barnes

Faculty Scholarship

The survey that follows highlights the most important developments of 2016 dealing with domestic and international sales of goods, personal property leases, payments, letters of credit, documents of title, investment securities, and secured transactions. Along with the usual descriptions of interesting judicial decisions highlighted in the survey, there has also been legislative progress in several areas. The 2012 amendments to U.C.C. Article 4A, which address issues related to the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, have been adopted by forty-six states and the District of Columbia, and introduced in Connecticut and Oklahoma. In …

Smart Contracts: Terminology, Technical Limitations And Real World Complexity, Eliza Mik

Research Collection Yong Pung How School Of Law

If one is to believe the popular press and many “technical writings,” blockchains create not only a perfect transactional environment but also obviate the need for banks, lawyers and courts. The latter will soon be replaced by smart contracts: unbiased and infallible computer programs that form, perform and enforce agreements. Predictions of future revolutions must, however, be distinguished from the harsh reality of the commercial marketplace and the technical limitations of blockchains. The fact that a technological solution is innovative and elegant need not imply that it is commercially useful or legally viable. Apart from attempting a terminological “clean-up” surrounding …

Lord Denning’S Influence On Contract Formation In Singapore: An Overdue Demise?, Chia Ming Lee, Kenny Chng

Research Collection Yong Pung How School Of Law

In a series of inconsistent decisions by the Singapore courts on contract formation in continuing negotiations cases, Lord Denning’s broad approach—which does away with the traditional offer and acceptance analysis—appears to have been simultaneously adopted and rejected. This article suggests that the continued uncertainty in Singapore regarding the scope of application of the traditional approach and Lord Denning’s approach arises from a conflation of both as being substantially similar. This article further argues that both approaches are conceptually and practically distinct. A better way forward for Singapore law in the area of contract formation in continuing negotiations cases, having regard …

Reconsidering Contractual Consent: Why We Shouldn't Worry Too Much About Boilerplate And Other Puzzles, Nathan B. Oman

Faculty Publications

Our theoretical approaches to contract law have dramatically over-estimated the importance of voluntary consent. The central thesis of this article is that voluntary consent plays at best a secondary role in the normative justification of contract law. Rather, contract law should be seen as part of an evolutionary process of finding solutions to problems of social organization in markets. Like natural evolution, this process depends on variation and feedback. Unlike natural evolution, both the variation and the feedback mechanisms are products of human invention. On this theory, consent serves two roles in contract law. First, consent makes freedom of contract …

Wearables And Warranties, Rachel Landy, Jennifer M. Halbleib

Online Publications

The last few years have seen an explosion of wearable digital health products. Where a doctor’s visit used to be required for a basic check-up, now a patient’s health status is increasingly at his or her fingertips. We have the ability to track fitness levels, monitor lung and heart capacity, check skin temperature, and observe blood pressure with a simple wearable device.

Algorithmic Contracts, Lauren Henry Scholz

Scholarly Publications

Algorithmic contracts are contracts in which an algorithm determines a party’s obligations. Some contracts are algorithmic because the parties used algorithms as negotiators before contract formation, choosing which terms to offer or accept. Other contracts are algorithmic because the parties agree that an algorithm to be run at some time after the contract formation will serve as a gap-filler. Such agreements are already common in high speed trading of financial products and will soon spread to other contexts. However, contract law doctrine does not currently have a coherent approach to describing the creation and enforcement of algorithmic contracts. This Article …

Transactional Real Estate Law: From Contract To Closing, Jacqueline A. Revis, Ronald Brown

NSU Law Seminar Series

This particular seminar is designed to educate attorneys about how to process a real estate transaction from contract to closing, focusing on the current rules and regulations for financed transactions.

• How to competently act as a closing agent for a real estate transaction in Florida
• Review requirements of a title agent
• Discuss difference between being only a title agent and the additional role representing a particular party (buyer or seller)
• Understanding the new closing disclosure form and the difference between a buyer closing disclosure and a seller closing disclosure
• Handling special challenges that arise in the context of real estate …

State Of Nevada Dep’T Of Trans. V. Eighth Judicial District Court (Nassiri), 133 Nev. Adv. Op. 70 (September 27, 2017), Natice Locke

Nevada Supreme Court Summaries

The Court considered a writ of mandamus challenging district court orders denying summary judgment on a landowner’s contract claims following a settlement in a condemnation action. The Court held the district court improperly ruled there were no undisputed facts when it denied the Nevada Department of Transportation’s motion for summary judgment on a landowner’s contract claims.

Amending Corporate Charters And Bylaws, Albert H. Choi, Geeyoung Min

All Faculty Scholarship

Recently, courts have embraced the contractarian theory that corporate charters and bylaws constitute a “contract” between the shareholders and the corporation and have been more willing to uphold bylaws unilaterally adopted by the directors. This paper examines the contractarian theory by drawing a parallel between amending charters and bylaws, on the one hand, and amending contracts, on the other. In particular, the paper compares the right to unilaterally amend corporate bylaws with the right to unilaterally modify contract terms, and highlights how contract law imposes various limitations on the modifying party’s discretion. More generally, when the relationship of contracting parties …

Concurrent Liability In Tort And Contract, Yihan Goh, Man Yip

Research Collection Yong Pung How School Of Law

This articleexamines the understanding of concurrent liability in tort and contract,through a detailed analysis of the interplay, intersection and independence of thelaw of torts and the law of contract. The central argument that will beadvanced is that the present understanding of the ‘incident rules’ inconcurrent liability in tort and contract, such as the applicable rules ofremoteness or limitation, is inconsistent with the rationale for concurrencelaid down in Henderson v MerrettSyndicates Ltd. Rather than analyse concurrence as a single situation, thatis, conceiving it as a contest between rules of tort or contract rules, we arguethat the better way forward is to …

Pulte Home Corporation Order On Fourth Party Defendant Construction Materials, Inc's Consolidated Motion To Dismiss Southern Watershapes, Inc.'S Fourth Party Complaint, John J. Goger

Georgia Business Court Opinions

No abstract provided.

Distributive Justice And Donative Intent, Alexander Boni-Saenz

All Faculty Scholarship

The inheritance system is beset by formalism. Probate courts reject wills on technicalities and refuse to correct obvious drafting mistakes by testators. These doctrines lead to donative errors, or outcomes that are not in line with the decedent’s donative intent. While scholars and reformers have critiqued the intent-defeating effects of formalism in the past, none have examined the resulting distribution of donative errors and connected it to broader social and economic inequalities. Drawing on egalitarian theories of distributive justice, this Article develops a novel critique of formalism in the inheritance law context. The central normative claim is that formalistic wills …

Hefetz V. Beavor, 133 Nev. Adv. Op. 46 (July 6, 2017), Julia Barker

Nevada Supreme Court Summaries

The Court determined that parties must timely assert the one-action rule as an affirmative defense in their response pleadings. If not, it is waived. As such, the District Court erred when it granted Respondent Beavor’s motion to dismiss pursuant to the one-action rule because he failed to raise that defense in a timely manner.

Msouth Equity Partners, Lp, Order Denying Defendant's Partial Motion To Dismiss, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.

Washoe Cty. Sch. Dist. V. White, 133 Nev. Adv. Op. 43 (June 29, 2017), Margarita Elias

Nevada Supreme Court Summaries

Kara White (“White”) was terminated from her role as elementary school principal after the school district’s decision to terminate her was affirmed in an arbitration hearing. White filed a motion to vacate the award in district court. The district court granted White’s motion, holding that (1) the arbitrator exceeded his authority, (2) the arbitrator manifestly disregarded NRS 391.3116, and (3) the award was arbitrary and capricious. The school district appealed to the Supreme Court of Nevada, which reversed the district court’s ruling.

Morris Hardwick Schneider Llc Et Al. Order On Plaintiff Landcastle Title, Llc's Motion For Summary Judgment On Defendant's Counterclaim, Melvin K. Westmoreland

Georgia Business Court Opinions

No abstract provided.

Contracting Out Of The Fiduciary Duty Of Loyalty: An Empirical Analysis Of Corporate Opportunity Waivers, Gabriel Rauterberg, Eric Talley

Articles

For centuries, the duty of loyalty has been the hallowed centerpiece of fiduciary obligation, widely considered one of the few “mandatory” rules of corporate law. That view, however, is no longer true. Beginning in 2000, Delaware dramatically departed from tradition by granting incorporated entities a statutory right to waive a crucial part of the duty of loyalty: the corporate opportunities doctrine. Other states have since followed Delaware’s lead, similarly permitting firms to execute “corporate opportunity waivers.” Surprisingly, more than fifteen years into this reform experiment, no study has attempted to either systematically measure the corporate response to these reforms or …

Obarski Order On Defendant Elizabeth Elting's Motion To Dismiss For Lack Of Personal Jurisdiction, Melvin K. Westmoreland

Georgia Business Court Opinions

No abstract provided.

In Re Endochoice Holdings, Inc. Order On Motions To Dismiss, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.

Subcontracting And The Survival Of Plants In The Road Construction Industry: A Panel Quantile Regression Analysis, Dakshina G. De Silva, Georgia Kosmopoulou, Carlos Lamarche

Economics Faculty Publications

This paper investigates how subcontracting parts of contracted work shapes entrants’ success and survival. We find that newly developed quantile regression approaches can be adapted to study survival of firms competing for government contracts in road construction. The method is applied on a data set that includes patterns of firm entry, exit and auction related information. We find an apparent increase in the business life of firms who subcontract out part of their projects. In Texas, these subcontracting effects appear to be more pronounced for firms with few or no options outside the industry, and among firms who contract out …

Glen W. Rollins Et Al Order On Defendants' Motion For Summary Judgment, Melvin K. Westmoreland

Georgia Business Court Opinions

No abstract provided.