Contracts Commons^™

Changes To Material Adverse Effect Clauses Following Major Events: Evidence From Covid-19, Vincent Scala

St. John's Law Review

(Excerpt)

In November 2019, LVMH Moët Hennessey Louis Vuitton, the world’s leading luxury goods company, announced plans to acquire Tiffany & Company, the prominent American jeweler. The transaction was reported to be worth more than $16 billion, which would have been the largest deal ever in the luxury goods industry. Following the announcement, LVMH’s chief executive officer stated that Tiffany would “thrive for centuries to come.” Nearly ten months later, the acquisition was in shambles as the parties squared off in a legal battle in the Delaware Court of Chancery. The companies were driven to litigation over anxieties about the …

Illusory Privacy, Thomas Haley

Indiana Law Journal

For decades, regulators, consumer advocates, and privacy theorists have grappled with one of privacy’s most important questions: how to protect private information that consumers unwittingly give away with the click of an “I accept” button. Reform efforts remain mired in a morass of text, focusing on the increasing volume and complexity of firms’ terms of service and privacy policies. This Article moves beyond such existing approaches. By analyzing terms of service and privacy policies from hundreds of top websites—which this Article calls “platform terms”—this Article demonstrates that the prevailing “notice and consent” paradigm of privacy regulation cannot provide meaningful protection. …

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.

Contract Law’S Transferability Bias, Paul Macmahon

Indiana Law Journal

When A makes a contract with B, it comes as no surprise that she is liable to B. If B can transfer her contractual rights to C, A is now liable to C. Parties in A’s position often have strong reasons to avoid being liable to suit by C. Contract law, however, seems determined to minimize and override these concerns. Under current doctrine on the assignment of contractual rights—the focus of this Article—the law often imposes its own preference for transferability on the parties. The law generally assumes that contractual rights are assignable, construes exceptions to that general rule narrowly, …

Penalty Or Damages? Are There Limits To Liquidated Damages Provisions In Teacher Employment Contracts

Florida A & M University Law Review

This Article examines the validity of liquated damages provisions with regard to teacher contracts and the appropriateness of their use. Part II addresses the law of liquidated damages generally. Part III discusses one Georgia case brought by two teachers against DCSD for enforcement of its liquidated damages provision as an attempt to force the teachers to stay with the District. Part IV summarizes a review of various teacher employment contracts and types of liquidated damages clauses incorporated therein. Part IV concludes with a discussion of various issues that school districts ought to take into consideration to enhance teacher retention and …

The Good, The Bad, And The Ugly Of Online Reviews: The Trouble With Trolls And A Role For Contract Law After The Consumer Review Fairness Act, Wayne R. Barnes

Georgia Law Review

The advent of the internet has brought innumerable
innovations to our lives. Among the innovations is the
meteoric rise in the volume of e-commerce conducted on
the internet. Correspondingly, consumer-posted
information about merchants, goods, and services has
also become a rich source of information for consumers
researching a purchase online. This information takes
many forms, but a major category is the narrative review
describing the purchase and experience. Such reviews
are posted on websites such as Yelp, Amazon, and
TripAdvisor, on apps, and on social media such as
Facebook and Twitter. The amount and volume of
reviews has exploded in …

Curb Your Enthusiasm: The Real Implications Of Blockchain In The Legal Industry, Justin Evans

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

Licenses And The Property/Contract Interface, Christina M. Mulligan

Indiana Law Journal

INTRODUCTION

I. THE ROLE OF FORMAL CATEGORIES

II. THE COMPOUND-PAUCITAL LICENSE

A. IDIOSYNCRASY AND INFORMATION ASYMMETRIES

B. REGULATING LICENSES

1. THE NOTICE STRATEGY

2. THE PROTECTION STRATEGY

III. RESTRAINTS ON ALIENATION AND USE

A. HARMS CAUSED BY RESTRAINTS ON ALIENATION AND USE

1. INCREASED INFORMATION COSTS

2.WASTE

B. LIMITING HARM WITH PROTECTIVE STANDARDIZATION

1. THE LICENSE V. SALE DISTINCTION IN PRACTICE

2.WHAT IS A DIGITAL SALE?

3. FAVORING SALES WITHOUT LOSING FLEXIBILITY

C. DISTINGUISHING BETWEEN IN REM AND IN PERSONAM LICENSE TERMS

IV. LICENSE REVOCATION

A. TIMING REVOCATION

B. BENEFITS AND CONCERNS

1.MANAGING SHARED RESOURCES VS. UPSET RELIANCE INTERESTS

2. …

Do We Need A Global Commercial Code?, Michael Joachim Bonell

Dickinson Law Review (2017-Present)

The International Institute for the Unification of Private Law (UNIDROIT) first launched the idea of preparing a code of inter- national trade law. In 1970, the Secretariat of UNIDROIT submitted a note to the newly established United Nations Commission on International Trade Law (UNCITRAL) in justification of such an initiative and indicated some of the salient features of the project. What was proposed was a veritable code in the continental sense. The proposed code included two parts: part one dealing with the law of obligations generally, and part two relating to specific kinds of commercial transactions. However, the “Progressive codification …

A Trustee’S Fiduciary Duties At The Start And End Of Administration, Robert Whitman

Catholic University Law Review

Prior to the creation of a trust and at its termination, a trustee’s fiduciary duties are often ambiguous. It is argued that, where fiduciary duties do not exist, contract law may be found to govern the rights of the settlor, the trustee, and the beneficiaries. This article refutes this argument because under the principles of modern contract law, certain conduct may be permitted that would not be acceptable if fiduciary duties existed more clearly. The most common problems arise in three areas: (1) the seeking of a receipt and release by a corporate fiduciary upon an informal termination of a …

Putting The Cisg Where It Belongs: In The Uniform Commercial Code, Kina Grbic

Touro Law Review

No abstract provided.

A Lesson On Some Limits Of Economic Analysis: Schwartz And Scott On Contract Interpretation, Steven J. Burton

Indiana Law Journal

Contract interpretation has been a hot topic of scholarly debate since 2003, when Professors Alan Schwartz of Yale and Robert E. Scott of Columbia published their provocative article, Contract Theory and the Limits of Contract Law, much of which develops an efficiency theory of contract interpretation. In 2010, they published a restatement of this theory and reply to critics, which has not yet drawn much commentary. This Article suggests that, even as restated, their theory offers an object lesson on some limits of economic analyses of the law. The Article assumes that their central argument is mathematically and economically impeccable. …

Waiving Rights Goodbye: Class Action Waivers In Arbitration Agreements After Stolt-Nielsen V. Animalfeeds International , Diana M. Link, Richard A. Bales

Pepperdine Dispute Resolution Law Journal

This article first argues that to determine the enforceability of a class action waiver, courts should take a "totality of the circumstances" approach rather than adopting a bright-line rule. A set of defined factors that also allows courts to consider real-world issues facing litigants will provide a substantial framework for courts to interpret this area of the law and will lead to more consistent and well-reasoned outcomes in the future. These factors include: the probable size of each class member's individual recovery, the potential for retaliation against class members, the awareness of potential class members that their rights have been …

Civil Society Constitutionalism: The Power Of Contract Law, Marc Amstutz, Adreas Abegg, Vaios Karavas

Indiana Journal of Global Legal Studies

This article argues that the vision of a social law of contract is exhibited in the judgment of the Swiss Federal Court in Post v. Verein gegen Tierfabriken ("VgT"). The judgment is one of a law of contract that interacts with a community of the subjects instead of the individual subjects of a community. This paper contends that law today has the task of providing for the areas of social autonomy from which "civil society" is built up and in which, at the same time, the increasing social fragmentation can be overcome piecemeal. The article argues that conceiving contract law …

The Making Of Transnational Contract Law, Graf-Peter Calliess

Indiana Journal of Global Legal Studies

The definition and creation of contract law is entrenched in a common understanding of the strong role of the modern state in the administration of justice. This article argues that this understanding is currently subject to a fundamental transformation as a result of the increasing demand for legal certainty in cross-border transactions. Traditional concepts of private international law, mainly the law of conflicts and multilateral treaty harmonization, have proven unable to keep pace with globalization, allowing private actors to step in and gain a dominant position in providing legal services to international commerce. The resulting privatization of lawmaking leads to …

On Virtual Worlds: Copyright And Contract Law At The Dawn Of The Virtual Age, Erez Reuveni

Indiana Law Journal

This Article argues that copyright law can and should apply to artistic and literary creations occurring entirely in virtual worlds. First, the Article introduces the concept of virtual worlds as places millions of people visit not only for entertainment but also for life and work. Second, the Article reviews the philosophical justifications for copyright, examines objections to applying copyright to virtual, rather than real, creative works, and concludes that neither precludes copyright for virtual creations. Third, the Article articulates how copyright law would function within virtual spaces and reviews copyrightable creations from the perspective of both game developers and players. …

Contract Law, Robin Jean Davis, Louis J. Palmer Jr.

West Virginia Law Review

No abstract provided.

Contract Law, Robin Jean Davis, Louis J. Palmer Jr.

West Virginia Law Review

No abstract provided.

A Defense Of Judicial Reconstruction Of Contracts, Mark P. Gergen

Indiana Law Journal

No abstract provided.

China's Foreign Economic Contract Law: Its Significance And Analysis, Zhang Yuqing, James S. Mclean

Northwestern Journal of International Law & Business

Postrevolutionary China did not trade with the West prior to the announcement of its "open door policy" in 1977, when one-fifth of the world's population joined the mainstream global trading system. Since then, China's trade has increased dramatically, particularly with the United States. China's need for trade regulation and control resulted in the Foreign Economic Contract Law' ("FECL") in 1985. Through an understanding of the FECL's provisions and East-West trade characteristics, the practitioner may become an effective advisor to clients who trade with China or who are considering doing so.

Contract Law And The Student-University Relationship, Jonathan Flagg Buchter

Indiana Law Journal

No abstract provided.

Divorce In Utopia, Thomas A. Cowan

Indiana Law Journal

No abstract provided.

Acceptance By Mail: Adams V. Lindsell

Indiana Law Journal

Recent Cases: Contracts

Contracts: A Law Of Rights, Powers, Privileges And Immunities, Hugh Evander Willis

Indiana Law Journal

No abstract provided.

Third Party Beneficiary Contracts

Indiana Law Journal

Notes and Comments: Contracts

Swift V. Tyson Overruled, Erle A. Kightlinger

Indiana Law Journal

No abstract provided.