Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Business Organizations Law (246)
- Law and Society (246)
- Law and Economics (239)
- Legal Profession (233)
- Agency (228)
-
- Banking and Finance Law (216)
- Legal Ethics and Professional Responsibility (216)
- Securities Law (215)
- Antitrust and Trade Regulation (212)
- Commercial Law (207)
- Other Law (206)
- Civil Rights and Discrimination (204)
- Constitutional Law (202)
- Civil Law (201)
- Civil Procedure (200)
- Organizations Law (200)
- Administrative Law (198)
- Public Law and Legal Theory (198)
- Courts (197)
- Criminal Law (197)
- Entertainment, Arts, and Sports Law (197)
- First Amendment (197)
- Indigenous, Indian, and Aboriginal Law (197)
- Land Use Law (197)
- Communications Law (196)
- Environmental Law (196)
- Intellectual Property Law (196)
- Law and Gender (196)
- Keyword
-
- Corporate Law (56)
- Corporations (52)
- Investment (44)
- Public Corporations (43)
- Theory of the Firm (40)
-
- Firms (25)
- Coase (16)
- Financial Markets (15)
- Finance (14)
- Law (13)
- Corporate Governance (11)
- Law and Society (8)
- SFFA (7)
- Affirmative Action (6)
- ESG (6)
- Shareholders (6)
- Diversity (5)
- Employment (5)
- Ethics (5)
- Law and Economics (5)
- Regulation (5)
- SEC (5)
- Securities (5)
- Securities and exchange commission (5)
- Addiction (4)
- Artificial intelligence (4)
- Banking (4)
- Contract (4)
- Contracts (4)
- Contracts casebooks (4)
- Publication Year
- Publication
- Publication Type
Articles 271 - 300 of 312
Full-Text Articles in Contracts
The Future Of Socialism, Robert Paul Wolff
The Future Of Socialism, Robert Paul Wolff
Seattle University Law Review
An unpromising title, this, in the seventh year of the third millennium of the Common Era; rather like “Recent Developments in Ptolemaic Astronomy” or “Betamax—a Technology Whose Time Has Come.” My grandfather’s dream, the faith of my younger days, has turned to ashes. And yet, I remain persuaded that Karl Marx has something important to teach us about the world in which we live today. In what follows, I propose to take as my text a famous statement from Marx’s A Contribution to the Critique of Political Economy1—a sort of preliminary sketch of Das Kapital2—and see what it can tell …
Order For The Courts: Reforming The Nollan/Dolan Threshold Inquiry For Exactions, Winfield B. Martin
Order For The Courts: Reforming The Nollan/Dolan Threshold Inquiry For Exactions, Winfield B. Martin
Seattle University Law Review
For decades prior to 2005, Fifth Amendment regulatory takings jurisprudence languished in a state of confused neglect. Rather than articulating a clearly discernable standard for determining whether a violation of the Takings Clause had occurred, Justices rebuffed government action that seemed to amount to “an out-and-out plan of extortion” and nodded in approval when they deemed the government to have “acted diligently and in good faith” or in furtherance of a “compelling interest.” In trying to parse this imprecise thicket, scholars have characterized the Court’s approach to regulatory takings as a “muddle,” in “disarray,” and “incoherent.” Professor Kent even noted …
Strengthening Investment In Public Corporations Through The Uncorporation, Kelli A. Alces
Strengthening Investment In Public Corporations Through The Uncorporation, Kelli A. Alces
Seattle University Law Review
We cannot completely overcome the difficulties caused by the separation of ownership and control. In The Modern Corporation and Private Property, Adolf A. Berle and Gardiner Means focused our attention on what was then a relatively new phenomenon: widely dispersed public shareholding.1 They marveled at how, for the first time in the history of the American economy, the owners of assets had so little to do with the management of those assets, and managers had so much power over so much health that did not belong to them.2 Berle and Means described what we now call the Berle−Means corporation, the …
The Post-Revolutionary Period In Corporate Law: Returning To The Theory Of The Firm, Matthew T. Bodie
The Post-Revolutionary Period In Corporate Law: Returning To The Theory Of The Firm, Matthew T. Bodie
Seattle University Law Review
The consensus on corporate law theory has narrowed the field’s doctrinal and methodological foci. Although the vibrancy of shareholder primacy has at times been called into question as a matter of law, both boardrooms and courts have taken the normative call for shareholder wealth maximization increasingly to heart. There is little doubt that the revolution has not only substantially affected legal theory but also legislation, court decisions, and corporate behavior. It achieved a level of success unusual for an academic discipline; it not only transformed the field but also the world. We now find ourselves in the post-revolutionary period. For …
The Evolution Of The American Corporation And Global Organizational Biodiversity, Ugo Pagano
The Evolution Of The American Corporation And Global Organizational Biodiversity, Ugo Pagano
Seattle University Law Review
The Evolution of the Modern Corporate Structure has been one of the most influential chapters of The Modern Corporation & Private Property. But Berle and Means’s superb analysis is framed in the American context and cannot be easily generalized to other experiences. Their corporate model arose in a democratic country where “production engineers” commanded more respect than financiers and capitalist dynasties. Other countries followed different organizational paths, characterized by different institutional complementarities between labor and financial markets that generated “concentrated equilibria” different from the American “dispersed equilibrium.” This Article argues that the divide can be traced to the different aristocratic …
Consumer Lock-In And The Theory Of The Firm, David G. Yosifon
Consumer Lock-In And The Theory Of The Firm, David G. Yosifon
Seattle University Law Review
The advent of the modern corporation separated not only ownership from control but also production from consumption. The agency problem that arose between owners and managers of firms also emerged between producers and consumers. Just as corporations needed to lock-in capital to sustain large-scale operations, so too did they need to lock-in consumers to justify and reduce the risks of asset-specific investment. Large corporate operations succeeded because they solved both the capital and consumer lock-in challenges. This Article explores ways in which modern consumers, like shareholders, can find themselves in a very real sense locked into the corporations with which …
The Citizen Shareholder: Modernizing The Agency Paradigm To Reflect How And Why A Majority Of Americans Invest In The Market, Anne Tucker
Seattle University Law Review
This Article examines corporate law from the perspective of personal investment and discusses the economic realities of modern investments in order to understand the role of shareholders within the agency paradigm. Corporate law, its scholars, and suggested reforms traditionally focus on the internal organization of the corporation. For example, agency principles inform corporate law by acknowledging a potential conflict of interest between the managers and shareholders of a corporation. Reforms such as increased shareholder voting rights and proxy access, which seek to give shareholders a more direct means to make their interests known to managers, illustrate corporate law’s focus on …
We Don’T Need You Anymore: Corporate Social Responsibilities, Executive Class Interests, And Solving Mizruchi And Hirschman’S Paradox, Richard Marens
We Don’T Need You Anymore: Corporate Social Responsibilities, Executive Class Interests, And Solving Mizruchi And Hirschman’S Paradox, Richard Marens
Seattle University Law Review
Previously, Northern Italian, Dutch, and then English entrepreneurs had dominated global trade in turn, and when after a century or so their respective hegemonies began to show cracks, each group refocused its efforts in the service of tapping already-accumulated wealth through financial speculation and, in the process, also financed the rise of their successors.20 If Dahrendorf was correct, and American capital was managed during the era of American industrial dominance by “a class of career bureaucrats, whose primary loyalty lay with their employer rather than with a class of property owners,”21 there are good reasons to believe that that has …
Rethinking The Nature Of The Firm: The Corporation As A Governance Object, Peer Zumbansen
Rethinking The Nature Of The Firm: The Corporation As A Governance Object, Peer Zumbansen
Seattle University Law Review
This Article attempts to bridge two discourses—corporate governance and contract governance. Regarding the latter, a group of scholars has recently set out to develop a more comprehensive research agenda to explore the governance dimensions of contractual relations, highlighting the potential of contract theory to develop a more encompassing theory of social and economic transactions. While a renewed interest in the contribution of economic theory for a concept of contract governance drives one dimension of this research, another part of this undertaking has been to move contract theory closer to theories of social organization. Here, these scholars emphasize the “social” or …
Beyond Unconscionability: The Case For Using "Knowing Assent" As The Basis For Analyzing Unbargained-For Terms In Standard Form Contracts, Edith R. Warkentine
Beyond Unconscionability: The Case For Using "Knowing Assent" As The Basis For Analyzing Unbargained-For Terms In Standard Form Contracts, Edith R. Warkentine
Seattle University Law Review
Much scholarship questioning the enforcement of standard form contract terms offers interesting insights into possible approaches a court can take in analyzing the issue, but the literature largely fails to examine what courts actually do in these cases. This Article identifies the gap between what scholars are saying about standard form contracts and what courts are doing about them. It notes that courts have not accepted the scholarship that urges a nontraditional approach to analyzing assent. Rather-with but a few exceptions—what has emerged is a case-by-case unconscionability analysis in which courts focus narrowly on particular terms and conditions in standard …
Improving The Construction And Litigation Resolution Process: The 2005 Amendments To The Washington Condominium Act Are A Win-Win For Homeowners And Developers, Mark F. O'Donnell, David E. Chawes
Improving The Construction And Litigation Resolution Process: The 2005 Amendments To The Washington Condominium Act Are A Win-Win For Homeowners And Developers, Mark F. O'Donnell, David E. Chawes
Seattle University Law Review
On August 1, 2005, significant amendments to the Washington Condominium Act (WCA) became effective. These amendments were intended to substantially reduce water infiltration in multiunit residential buildings and to simplify the condominium construction dispute resolution process. The heart of the amendments is the implementation of alternative dispute resolution (ADR) procedures, as well as fee-shiftingprovisions which require the non-prevailing party to pay the attorney fees and costs of the prevailing party. A decade of lawsuits brought under the WCA by condominium owners associations against builders and developers, and in turn by builders against subcontractors, alleging defects in the ability of the …
Lack Of Meaningful Choice Defined: Your Job Vs. Your Right To Sue In A Judicial Forum, Sara Lingafelter
Lack Of Meaningful Choice Defined: Your Job Vs. Your Right To Sue In A Judicial Forum, Sara Lingafelter
Seattle University Law Review
Mandatory arbitration agreements subvert an employee's constitutional right to a judicial forum and generally place unfair burdens on plaintiffs. An employee faced with the option of either signing a mandatory arbitration agreement or losing a job often has no meaningful choice. The Supreme Court, however, has failed to recognize first that Congress did not intend for mandatory arbitration to extend to Title VII claims and second, that employers often leave employees with no meaningful choice regarding mandatory arbitration. Nonetheless, state and federal judges are increasingly recognizing that arbitration agreements may be the product of procedural unconscionability. Accordingly, when employees are …
A Seller's Responsibilities To Remote Purchasers For Breach Of Warranty In The Sales Of Goods Under Washington Law, Thomas J. Holdych
A Seller's Responsibilities To Remote Purchasers For Breach Of Warranty In The Sales Of Goods Under Washington Law, Thomas J. Holdych
Seattle University Law Review
The article examines Washington law pertaining to a seller's obligations to a remote purchaser with respect to the quality of goods, attending in particular to the judicially created exceptions to the privity requirement. 20 Part II explores the reasons a seller may provide and a buyer may purchase a warranty, reasons that bear on resolution of the question whether the privity requirement should be retained. Parts III and IV analyze not only what warranty obligations a seller may have to a remote purchaser but also the theoretical bases for those obligations and the manner in which those obligations may be …
Contractual Stipulation For Judicial Review And Discovery In United States-Japan Arbitration Contracts, Norman T. Braslow
Contractual Stipulation For Judicial Review And Discovery In United States-Japan Arbitration Contracts, Norman T. Braslow
Seattle University Law Review
This Article discusses in detail how the arbitration process in both the United States and Japan can very often result in injustice to both parties. Part II describes how limitations on discovery can cause vital information necessary to either prosecute or defend a claim to never appear before the arbitrator. The article then discusses the possibility of including provisions that might ameliorate this problem. Next, this Part examines specific examples of situations where the arbitrators can ignore the civil rules of evidence and admit evidence that would be inadmissible in a court of law. Finally, this Part concludes with a …
Show Me The Money?: Washington Adopts The Cost Prohibitive Defense To Arbitration Clauses In Consumer Contracts, Merryn B. Debenedetti
Show Me The Money?: Washington Adopts The Cost Prohibitive Defense To Arbitration Clauses In Consumer Contracts, Merryn B. Debenedetti
Seattle University Law Review
The scope of this Note focuses on whether the courts have adequately corrected the substantive failures of mandatory arbitration agreements when they permit consumers to prove prohibitive costs. Part II of this Note explores the origin and history behind the adoption of the FAA and the legislative desire to place parties of equal bargaining power in a position to arbitrate. Part III examines the acceptance of this defense in other jurisdictions. Part IV considers the Mendez case and analyzes Washington's newly adopted approach to invalidate mandatory arbitration clauses in consumer contracts. Part V illustrates the appropriateness of this defense and …
Placid, Clear-Seeming Words: Some Realism About The New Formalism (With Particular Attention To Promissory Estoppel), Sidney Delong
Placid, Clear-Seeming Words: Some Realism About The New Formalism (With Particular Attention To Promissory Estoppel), Sidney Delong
Faculty Articles
This Article examines the recent doctrinal shift from realist jurisprudence to the “new formalism” as it arises in the creation of contract obligation. Many recent decisions involving promissory estoppel appear to display a trend away from reliance protection in the commercial world. While these decisions are formalist insofar as they favor textual forms over contextual forms, the Author argues that this trend is more properly characterized as a realist effort. This Article examines promissory estoppel in the commercial world and suggests that the “new formalism”, driven by the most “realist” of motives, will expunge liability for promissory estoppel in the …
Players, Owners, And Contracts In The Nfl: Why The Self-Help Specific Performance Remedy Cannot Escape The Clean Hands Doctrine, Stephen C. Wichmann
Players, Owners, And Contracts In The Nfl: Why The Self-Help Specific Performance Remedy Cannot Escape The Clean Hands Doctrine, Stephen C. Wichmann
Seattle University Law Review
Is it fair that professional football players possess so much control in renegotiating contracts? Do the players in fact possess the control that we perceive them to have? Often, players do have most of the bargaining power, as in the case of college players being chosen in the draft. Once a team has chosen to pursue a draftee out of college, no other team has the right to interfere with that process. If that club fails to sign the player, the club wastes a valuable pick, and there is no remedy for such a failure. But after that introduction into …
The Best Law School Subject, Robert A. Hillman, Robert S. Summers
The Best Law School Subject, Robert A. Hillman, Robert S. Summers
Seattle University Law Review
This Essay responds to a casebook review published in the previous annual Casebook Review issue.
Introduction, Maja Dagny Chaffe
Introduction, Maja Dagny Chaffe
Seattle University Law Review
Introduction to the annual Casebook Review issue.
A Casebook For All Seasons?—Another Casebook Review, E. Allan Farnsworth, W.F. Young
A Casebook For All Seasons?—Another Casebook Review, E. Allan Farnsworth, W.F. Young
Seattle University Law Review
This Essay responds to a casebook review published in the previous annual Casebook Review issue.
Free To Choose, Randy E. Barnett
Free To Choose, Randy E. Barnett
Seattle University Law Review
This Essay responds to a casebook review published in the previous annual Casebook Review issue.
The New Requirement Of Enforcement Reliance In Commercial Promissory Estoppel: Section 90 As Catch-22, Sidney Delong
The New Requirement Of Enforcement Reliance In Commercial Promissory Estoppel: Section 90 As Catch-22, Sidney Delong
Faculty Articles
Any comprehensive examination of recent appellate court decisions will disclose that the legal doctrine of promissory estoppel has not become a significant source of commercial contractual obligation. Although commercial promissory estoppel claims are often made, plaintiff victories are very rare. These results are difficult to reconcile with frequent scholarly contentions to the effect that contemporary courts have become more receptive to claims of promissory estoppel and have liberalized its doctrinal requirements. More important, the promisor behavior that is incidentally disclosed in reported opinions also undermines academic arguments that rules providing for promissory estoppel have commercial utility. The decisions suggest that …
The Four Phases Of Promissory Estoppel, Eric Mills Holmes
The Four Phases Of Promissory Estoppel, Eric Mills Holmes
Seattle University Law Review
Case law accurately delineates the four evolutionary stages of promissory estoppel. As an overview, promissory estoppel has evolved in American case law in four developmental stages: (1) Estoppel Phase, consisting initially of “defensive equitable estoppel” to estop contract defenses based on statutes of limitations and the statute of frauds. In the second part of this first phase, courts have extended “estoppel” based on representations of facts to “promissory” representations and enforced the promissory basis of the representation, thereby creating an affirmative theory of relief. Thus, this first phase of promissory estoppel consists of defensive equitable estoppel and offensive equitable estoppel. …
The Implications Of National Security Safeguards On The Commercialization Of Remote Sensing Imagery, Youssef Sneifer
The Implications Of National Security Safeguards On The Commercialization Of Remote Sensing Imagery, Youssef Sneifer
Seattle University Law Review
This Comment offers a critique of the national security restrictions contained in the United States policy and regulations and the uncertainty they inject into the commercialization of remote sensing imagery. After providing a brief technical description of remote sensing technology and the market realities associated with remote sensing imagery, this Comment analyzes the legislation and regulations affecting the private sector's commercialization and dissemination of remote sensing imagery with a special emphasis on national security concerns. Specifically, it reviews the Clinton Administration's policy with regard to the commercialization of remote sensing imagery, tracing its origins to the international obligations of the …
Opting In And Out Of Fiduciary Duties In Cooperative Ventures: Refining The So-Called Coasean Contract Theory, Charles O'Kelley
Opting In And Out Of Fiduciary Duties In Cooperative Ventures: Refining The So-Called Coasean Contract Theory, Charles O'Kelley
Faculty Articles
Professor O’Kelley comments on a familiar problem in the law of closely held business associations - the alleged exploitation of weaker or minority investors by stronger or majority participants. The fact pattern is simple. At the outset of the cooperative venture, a stronger participant assumes the role of proprietor, partner, or majority shareholder, while the weaker participant assumes the role of agent, partner, or minority shareholder. For whatever reason, the venturers do not explicitly guarantee or protect the weaker participant’s right to income or continued participation in the venture. Consequently, at some later date the stronger participant reduces or eliminates …
Baldwin V. Sisters Of Providence: Washington Gives At Will Employees A Gun With No Ammunition To Fight Against Unjust Dismissal, Michael T. Zoretic
Baldwin V. Sisters Of Providence: Washington Gives At Will Employees A Gun With No Ammunition To Fight Against Unjust Dismissal, Michael T. Zoretic
Seattle University Law Review
This Comment will explore the status of the employment at will doctrine and unjust dismissal actions following the supreme court's decision in Baldwin. First, Section I will explain the historical background of the employment at will doctrine and its steady erosion in the modern era. Next, Section II will provide an overview of the Baldwin case itself, including facts, procedural history, and general holdings. Sections III through V will explore the three major issues decided by the court in Baldwin: allocating burdens of proof in wrongful discharge suits; implied covenants of good faith and fair dealing in employment …
Standing In The Shadows: Honoring The Contractual Obligations Of Cohabitants For Support, Tammy L. Lewis
Standing In The Shadows: Honoring The Contractual Obligations Of Cohabitants For Support, Tammy L. Lewis
Seattle University Law Review
Initially, this Comment will examine traditional theories of marital support and their relation to post-cohabitant support. Next, this Comment will review express contract, implied-in-fact contract, and quasi-contract theories of support and how these different theories have been effectively applied by various state courts. A brief discussion follows concerning federal courts and the confusion surrounding the federal jurisdiction of cohabitation actions. Finally, the contract theories of relief will be contrasted against proposed legal status solutions.Ultimately, this Comment concludes that post-cohabitation support issues are best resolved through contract theories. Solutions based on legal status are extremely intrusive and impose unbargained-for terms upon …
Individual Negotiation Of Warranty Disclaimers: An Economic Analysis Of An Assumedly Market Enhancing Rule, Thomas J. Holdych, George Ferrell
Individual Negotiation Of Warranty Disclaimers: An Economic Analysis Of An Assumedly Market Enhancing Rule, Thomas J. Holdych, George Ferrell
Seattle University Law Review
In this Article, we will examine the economic forces that shape the typical contract for the sale of goods to determine whether Berg's requirements of explicit negotiation and specific disclosure are justified, and if not, whether the Berg rules should be modified or abolished. In particular, we will examine how buyers and sellers determine the terms of the contracts they enter. Most importantly, we will consider the common assertion that consumers have no ability to bargain and therefore have no influence on what terms merchants and manufacturers include in their standard contracts. We will also consider whether merchants systematically …
The Implied Termination Of Community Property Agreements Upon Permanent Separation, William Oltman
The Implied Termination Of Community Property Agreements Upon Permanent Separation, William Oltman
Seattle University Law Review
This Article will assess the effect of living separate and apart in a defunct marriage on the typical community property agreement, including both inter-vivos and at-death elements. First, as background, this Article will explain and analyze the Washington law status of the concept of living separate and apart. Second, this Article will then review the facts and the holding of In re Estate of Lyman, an appeals court case illustrating the typical fact situation and setting forth the approach of the Washington Supreme Court in this area. It remains the best and most instructive example to date of this …
At-Will Employment In Washington: A Review Of Thompson V. Sl Regis Paper Co. And Its Progeny, Richard Wall
At-Will Employment In Washington: A Review Of Thompson V. Sl Regis Paper Co. And Its Progeny, Richard Wall
Seattle University Law Review
The purpose of this Article is to examine the nature and origin of the issues now being faced by Washington courts in the area of at will employment and to argue that the well-established legal principles governing other kinds of contracts be consistently applied to at will employment contracts. This will result in a proper balance between the desire to protect at will employees from unfair termination and the need to allow employers the freedom to make decisions in the hiring and termination of at will employees without undue interference. This Article will first review the historical development of the …