Contracts Commons^™

Y2k …Who Cares? We Have Bigger Problems: Choice Of Law In Electronic Contracts, Aristotle G. Mirzaian

Richmond Journal of Law & Technology

Every day it becomes more certain that the Internet will take its place alongside the other great transformational technologies that first challenged, and then fundamentally changed, the way things are done in the world.

¿Embargo De Derechos Creditorios Cartulares?, Martin Paolantonio, Armando Ricci

Martin Paolantonio

Análisis de una sentencia en la que se trató la posibilidad del embargo de derechos derivados de un título valor cuando éste ha ya circulado

La Buena Fe En La Adquisición De Títulos Valores Al Portador, Martin Paolantonio

Martin Paolantonio

A propósito de una sentencia judicial, consideraciones sobre la buena fe y su rol en la disciplina de los títulos valores

Nuevas Y Viejas Reflexiones Acerca De La Ejecución De Títulos Cambiarios Nulos (A Propósito Del Plenario "Canosa"), Martin Paolantonio

Martin Paolantonio

Análisis y reflexiones sobre la función de la formalidad en los títulos valores cambiarios, su interpretación jurisprudencial y doctrinaria

El Derecho De Preferencia En La Sociedad Anónima: Reflexiones Sobre El Caso De Las Sociedades Abiertas, Martin Paolantonio

Martin Paolantonio

Análisis sobre el derecho de suscripción preferente, y la conveniencia de su flexibilización en el ámbito de la oferta pública

Analogical Reasoning As Translation: The Pragmatics Of Transitivity, Jonathan Yovel

Jonathan Yovel

This paper attempts to examine the underlying structure of analogical reasoning in decision making. The immediate (but not exclusive) context is the form of reasoning commonly seen as prevalent in common-law judicial decision making. Following Wittgenstein and Strawson the paper identifies the problem of the contingency of transitivity of analogical relations as a serious impediment to analogical reasoning. It then proceeds to offer a method of translation that delineates the borders of contingency and analyticity of transitivity in such cases, as well as proposes how these borders may be manipulated. The theoretical insight is to treat analogical relations anaphorically, as …

What Is Contract Law 'About'? Speech Act Theory And A Critique Of 'Skeletal Promises', Jonathan Yovel

Jonathan Yovel

What is contract law about? One way of looking at it is to conceive of the subject-matter of contract law in terms of promises - just as tort law arguably revolves around the concepts of accident or harm. Much like accidents - first-year law students are taught - promises are out there in the world, to be classified and distinguished so as to privilege some with legal enforceability. There is a language/world of promises, this approach seems to indicate, and a language/world of contracts. It is a main function of contract law to perform translations from the one to the …

Contracts-Offer And Acceptance-Lapse Of Offer

Indiana Law Journal

No abstract provided.

The Marshall Court And Property Rights: A Reappraisal, 33 J. Marshall L. Rev. 1023 (2000), James W. Ely Jr.

UIC Law Review

No abstract provided.

Contract Law At Century's End: Some Personal Reflections, Andrew B.L. Phang

Research Collection Yong Pung How School Of Law

As we approach the end of the second millennium, the common law of contract-transplanted via colonialism into many lands and climes-has indeed flourished. It has certainly developed apace in the land of its origin, England, but has also evolved in distinct directions elsewhere, particularly in Australia and New Zealand.2 But this development is simply part of a continuous process and a great many interesting issues remain to be considered at the commencement of the next millennium and beyond. This is due, in part, to the very diversity that has been briefly alluded to. However, even on a more general level, …

Student Versus University: The University's Implied Obligations Of Good Faith And Fair Dealing, Hazel Glenn Beh

Maryland Law Review

No abstract provided.

Contract Sports, Martha M. Ertman

Cleveland State Law Review

I explore ways that the private law of commerce can be imported to the private law of domestic relations to remedy family law's inadequacy and inequality. Existing domestic relations law posits heterosexual marriage as naturally superior to other forms of intimate affiliation, rendering the others (such as cohabitation, same-sex sexuality, and polyamory) unnatural and inferior. As such, it fails to recognize many intimate affiliations. Two examples of bridging the divide between private business law and private family law that I discuss in this essay are cohabitation contracts and Premarital Security Agreements. Importing private business models to domestic relations law has …

Guarantying A Hit (Or Miss): Understanding The Completion Guaranty Business In Hollywood, James W. Coupe

Vanderbilt Journal of Entertainment & Technology Law

Titanic was. So was Waterworld. Heck, even The Adventures of Baron Munchausen was. Blockbusters? No. Oscar winners? Wrong again. Yet these three films do share one unfortunate characteristic-- each of these pictures was over budget, drastically in some cases. Although caused by different forces and cured by different individuals, each film eventually forced someone to pay a great deal of money unexpectedly. Like many unforeseen expenses, these too can be insured against. Enter stage right, a completion guaranty company.

Any and all film productions financed by non-producer third parties should have a completion guaranty. In the most fundamental terms, a …

Regret And Contract "Science", Peter A. Alces

Faculty Publications

No abstract provided.

Fighting Arbitration Clauses In Franchisor Contracts, Jean R. Sternlight

Scholarly Works

Purporting to serve justice, efficiency, and freedom of contract, business interests are increasingly attempting to use binding arbitration clauses to secure unfair advantages over unknowing parties. Courts seemingly have been eager to enforce arbitration clauses that appear in franchise agreements. This article discusses courts’ enforcement of arbitration clauses, undermining protections to the franchisee, and how franchisees can create a more level playing field.

Reconciling The Old Theory And The New Evidence: Comments On Ronald Mann's 'The Role Of Letters Of Credit In Payment Transactions', Jacob I. Corré

Michigan Law Review

Ronald Mann's thorough research and rigorous analysis provide compelling evidence that the commercial letter of credit does not further the fundamental purpose traditionally associated with it. Equally persuasive are his hypotheses about the functions that letters of credit actually serve in the real world. The objective statistics are startling. An overwhelming majority of letter of credit seller-beneficiaries make at least initial presentations to issuing or correspondent banks that by the express terms of the letter of credit do not entitle the seller to payment. Without a waiver from its customer, the issuing bank is legally entitled to, and surely will …

Empirical Insight And Some Thoughts On Future(S) Investigation: Comments On Mark West's 'Private Ordering At The World's First Futures Exchange', A.W. Brian Simpson

Michigan Law Review

Some considerable number of years ago, when I was in Chicago, I had a plan to undertake a general study of the origins of futures markets. They fascinated me for a variety of reasons, one being their bizarre nature: traders meeting together, usually in some form of ring, in order to sell, on a huge scale, quantities of commodities which they neither possess, nor intend to possess, to other traders, who have not the least wish to receive such commodities, and nowhere to put them if they did. At first sight it appears a weird perversion of the institution of …

A Public Choice Approach To Private Ordering: Rent-Seeking At The World's First Futures Exchange: Comments On Mark West's 'Private Ordering At The World's First Futures Exchange', Omri Yadlin

Michigan Law Review

The literature on private ordering systems has expanded exponentially over the last decade. Yet, very few scholars have actually attempted to define the term "private ordering" - a failure that sometimes leads to confusion. Some scholars identify private ordering with non-state ordering. According to this view, the private legal systems Robert Ellickson, Lisa Bernstein, McMillan & Woodruff, Mark West, and others have investigated are "private" simply because their norms are not manufactured or enforced by the state. The alternative view emphasizes the decentralized feature of private ordering systems. Robert Ellickson, for example, studied "how people manage to interact to mutual …

The Limits Of Empiricism: What Facts Tell Us: Comments On Daniel Keating's 'Exploring The Battle Of The Forms In Action', Dennis Patterson

Michigan Law Review

The conventional legal academic wisdom about empiricism is that empirical information is by-and-large a good thing, that we need more of it, and that empirical analysis is preferable to many scholarly alternatives now on offer in the law review literature. I do not dispute the proposition that, all things considered, empirical information is a good thing. What I question is the notion that empirical information necessarily leads to knowledge. Put differently, it is one thing to marshal the facts, and another to know what to make of the facts. I shall raise these points both in a general way and …

The Legal Duty Rule And Learning About Rules: A Case Study, Joel K. Goldstein

All Faculty Scholarship

Early in their law school careers, most students find that the notions they brought with them about law clash with the ideas encountered there. As a traditional first semester course, Contracts is one arena in which students experience most acutely that tension between expectation and reality.

Most new law students probably expect law school professors to spend more time teaching basic legal rules.[1] They anticipate the education in black letter law that is the distinctive trait of bar review courses. They are, therefore, surprised by their professors’ suggestion, whether explicit or implicit, that being a good lawyer is not a …

When Should Contract Law Supply A Liability Rule Or Term?: Framing A Principle Of Unification For Contracts, Juliet P. Kostritsky

Faculty Publications

To demonstrate the need for a unified instrumental framework for deciding gaps and implying liability rules, Part II of this Article will first describe the competing visions of the role of law in contract gap-filling. Although each vision has expanded the ways in which we think about contracts and has offered more realistic models of bargaining, each still fails to offer a unified framework for deciding how courts should decide *1290 incomplete contracts. Part III of the Article outlines the methodological framework for unifying judicial approaches to law-supplied terms or rules. The framework will incorporate a: (1) realistic model of …

The Limits Of Behavioral Decision Theory In Legal Analysis: The Case Of Liquidated Damages, Robert A. Hillman

Cornell Law Faculty Publications

Discontent with the apparent tunnel vision of economic analysis of law's rational choice theory, legal scholars recently have turned with enthusiasm to "behavioral decision theory" (BDT) to enrich their understanding of how people make decisions and of the law's effect on human behavior. This article, for the first time, evaluates BDT's potential contribution to legal analysis by focusing on a single, important legal paradox: Despite contract law's freedom of contract paradigm, courts actively and enthusiastically police agreed damages provisions. Although the article finds an important place in legal analysis for this new discipline, the article raises and discusses several obstacles …

Recent Case Developments, Jeffrey W. Stempel

Scholarly Works

Recent case developments in Insurance Law in the years 1999 and 2000.

On The Use Of Practitioner Surveys In Commercial Law Research: Comments On Daniel Keating's 'Exploring The Battle Of The Forms In Action', Avery Wiener Katz

Michigan Law Review

As Daniel Keating's principal article attests, the literature on U.C.C. section 2-207 and the "battle of the forms" is both vast and intricate. 1 That fact, together with the distinguished array of commentators assembled here, makes it unlikely that I will be able to say anything substantially original on that subject. Accordingly, in the spirit of this overall symposium, I will focus the bulk of my remarks not on the substantive issues raised by Keating's article, but on his methodology. In particular, I will suggest that Keating's empirical method - the free-form, oral interview conducted personally by the principal researcher …

You Should Have Known Better, Bailey Kuklin

Faculty Scholarship

No abstract provided.

Complexity And Copyright In Contradiction, Michael J. Madison

Articles

The title of the article is a deliberate play on architect Robert Venturi's classic of post-modern architectural theory, Complexity and Contradiction in Architecture. The article analyzes metaphorical 'architectures' of copyright and cyberspace using architectural and land use theories developed for the physical world. It applies this analysis to copyright law through the lens of the First Amendment. I argue that the 'simplicity' of digital engineering is undermining desirable 'complexity' in legal and physical structures that regulate expressive works.

Autistic Contracts (Symposium), James J. White

Articles

In this paper I address the question whether the law should affirm the offeror's inference and should bind the offeree to the terms proposed by the offeror even in circumstances where the offeree may not intend to accept those terms and where an objective observer might not draw the inference of agreement from the offeree's act. Modem practice and current proposals concerning contract formation in Revised Article 2 and in the Uniform Computer Information Transactions Act (nee Article 2B) press these issues on us more forcefully than old practices and different law did. 1 But contractual autism is not new; …

The Secrecy Interest In Contract Law, Omri Ben-Shahar, Lisa Bernstein

Articles

A long and distinguished line of law-and-economics articles has established that in many circumstances fully compensatory expectation damages are a desirable remedy for breach of contract because they induce both efficient performance and efficient breach. The expectation measure, which seeks to put the breached-against party in the position she would have been in had the contract been performed, has, therefore, rightly been chosen as the dominant contract default rule. It does a far better job of regulating breach-or-perform incentives than its leading competitors-the restitution measure, the reliance measure, and specific performance. This Essay does not directly take issue with the …

Preface To The Gateway Thread, Deborah W. Post

Scholarly Works

No abstract provided.

Dismantling Democracy: Common Sense And The Contract Jurisprudence Of Frank Easterbrook, Deborah W. Post

Scholarly Works

No abstract provided.