Contracts Commons^™

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

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

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

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 …

Slides: Risk Management Strategies Of The Upper Basin: Addressing Potential Shortages, Eric Kuhn

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

Presenter: Eric Kuhn, Colorado River Water Conservation District

15 slides

Slides: Thinking The Unthinkable, Lawrence J. Macdonnell

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

Presenter: Lawrence J. MacDonnell, University of Wyoming College of Law

7 slides

Filling The Gap: Commonsense Solutions For Meeting Front Range Water Needs: Executive Summary, Western Resource Advocates, Trout Unlimited, Colorado Environmental Coalition (U.S.)

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

8 pages.

"February 2011"

Presented by Drew Beckwith, Water Policy Manager, Western Resource Advocates, on June 10th at Clyde O. Martz Summer Conference 2011, Navigating the Future of the Colorado River Basin

Full report available at: http://www.westernresourceadvocates.org/gap

Materials For Presentation: The Disappearing Colorado River, Lawrence J. Macdonnell

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

7 pages.

"Western Economics Forum, Fall 2010"

Slides: Who Should Be At The Table, And What Should They Be Talking About?, Robert W. Adler

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

Presenter: Robert W. Adler, James I. Farr Chair in Law, University of Utah, S.J. Quinney College of Law

9 slides

Slides: Smart Fallowing: New Strategies In Ag Forbearance, Bonnie Colby

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

Presenter: Dr. Bonnie Colby, Department of Agriculture & Resource Economics, University of Arizona

34 slides

Slides: Long-Term Augmentation Of The Water Supply Of The Colorado River System, Les Lampe

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

Presenter: Les Lampe, Colorado River Water Consultants, Las Vegas, Nevada

29 slides

Fact Sheet: Study Of Long-Term Augmentation Options For The Water Supply Of The Colorado System, Black & Veatch, Ch2m Hill

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

1 page.

"March 2008"

Material submitted by Les Lampe, Colorado River Water Consultants, for "Augmentation Options" program, Session 3: Mapping a New Course, Panel F: Some Policy Options and Solutions.

Colorado River Water Consultants is a project-specific partnership of engineering firms Black & Veatch and CH2MHill.

Materials For Presentation: Water Banks: Voluntary And Flexible Water Supplies For The Colorado River's Uncertain Future [Outline], Robert Wigington

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

4 pages.

"Robert Wigington, The Nature Conservancy"

Slides: Water Banks: Voluntary And Flexible Water Supplies For The Colorado River's Uncertain Future, Robert Wigington

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

Presenter: Robert Wigington, The Nature Conservancy

7 slides

Slides: Law Of Colorado River: Where We Are, Where We Are Going, Steven M. Fitten

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

Presenter: Steven M. Fitten, Chief Counsel, International Boundary and Water Commission (IBWC)

14 slides

Agenda: Navigating The Future Of The Colorado River, University Of Colorado Boulder. Natural Resources Law Center, Western Water Policy Program

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

Competition for scarce Colorado River water resources is nothing new, but the conflicts that prompted the seven basin states to negotiate the 1922 Colorado River Compact have grown considerably fiercer and more complex in recent decades. In 2007, responding to the challenges of increasing demand and sustained drought, the seven basin states and a number of other affected interests agreed to a set of interim guidelines for allocating Colorado River water in the event of shortages. This agreement represents an important evolution in the governance of the Colorado River, suggesting that the many interests in the basin can work together …

Report Surveys Colorado River Basin Leaders: Collaborative Approaches To Dwindling Supplies Are Highlighted, Sarah Bates, University Of Montana Missoula. Center For Natural Resources And Environmental Policy

Navigating the Future of the Colorado River (Martz Summer Conference, June 8-10)

4 pages.

Press release "April 14, 2011"

"Executive Summary April 2011" of report, Thinking Like a River Basin: Leaders' Perspectives on Options and Opportunities in Colorado River Management

Full report available at:

http://www.carpediemwest.org/wp-content/uploads/Thinking_Like_A_River_Basin_8-20-13.pdf

Summary Of Reyburn Lawn & Landscape Designers, Inc. V. Plaster Dev. Co., 127 Nev. Adv. Op. No. 26, Meredith Still

Nevada Supreme Court Summaries

An appeal of the district court’s judgment regarding an indemnity clause between the general contractor and subcontractor in a construction defect action.

Restitution In A Contractual Context And The Restatement (Third) Of Restitution & Unjust Enrichment, Joseph M. C. Perillo

Washington and Lee Law Review

No abstract provided.

After Frustration: Three Cheers For Chandler V. Webster, Victor P. Goldberg

Washington and Lee Law Review

Performance of a contract can be excused by a number of circumstances, notably impossibility, impracticability, and frustration. When performance is excused there remains the question of how to treat any payments or expenditures that were made prior to the occurrence of the contract-frustrating event. In Chandler v. Webster, the English courts decided over a century ago that the parties should be left where they were at the time of the frustrating event. Forty years later that holding was overturned so that now recovery might be had both for restitution of payments made prior to the event and for expenditures made …

Beyond Ex Post Expediency—An Ex Ante View Of Rescission And Restitution, Richard R.W. Brooks, Alexander Stremitzer

Washington and Lee Law Review

It is commonly held that if getting a contractual remedy was costless and fully compensatory, rescission followed by restitution would not exist as a remedy for breach of contract. This claim, we will demonstrate, is not correct. Rescission and restitution offer more than remedial convenience. Rational parties, we argue, would often desire a right of rescission followed by restitution even if damages were fully compensatory and costless to enforce. The mere presence of a threat to rescind, even if not carried out, exerts an effect on the behavior of parties. Parties can enlist this effect to increase the value of …

Slides: Collaborative Planning And Lessons Learned, Matt Sura

Best Management Practices (BMPs): What? How? And Why? (May 26)

Presenter: Matt Sura, University of Colorado Law School

48 slides

Ability To Pay, John A. E. Pottow

Law & Economics Working Papers

The landmark Dodd-Frank Act of 2010 transforms the landscape of consumer credit in the United States. Many of the changes have been high-profile and accordingly attracted considerable media and scholarly attention, most notably the establishment of the Consumer Financial Protection Bureau (CFPB). But when the dust settled, one profoundly transformative innovation that did not garner the same outrage as CFPA did get into the law: imposing upon lenders a duty to assure borrowers’ ability to repay. Ensuring a borrower’s ability to repay is not an entirely unprecedented legal concept, to be sure, but its wholesale embrace by Dodd-Frank represents a …

Response To Reasonable Expectations In Sociocultural Context, David G. Epstein

Law Faculty Publications

The Article starts 6 (and ends)7 with the premise that contract law should enforce the reasonable expectations of the parties. This is a hard premise to challenge.8 And an even harder premise to apply.9 The Article recognizes the two problems with applying this premise: (1) how does a court decide what expectations are “reasonable,”10 and (2) what does a court do when the contracting parties have different reasonable expectations.11 The Article then uses two cases to illustrate how “sociocultural dissonance between a judge and contracting party”12 exacerbates these problems.

Bar-On V. Knesset, Dorit Beinisch, Elyakim Rubinstein, Miriam Naor, Uzi Vogelman, Edna Arbel, Eliezer Rivlin, Asher Grunis

Translated Opinions

[This abstract is not part of the Court's opinion and is provided for the reader's convenience. It has been translated from a Hebrew version prepared by Nevo Press Ltd. and is used with its kind permission.]

Is it possible to circumvent a constitutional principle enshrined in a temporary provision set to remain in effect only for the duration of the current government’s administration term?

Background: on June 22, 2010 Basic Law: The State Budget (Special Provisions) (Temporary Provisions) (Amendment) (hereinafter: “Basic Law Temporary Provision” or “the Law”) was passed to set the budget for years 2011 and 2012, as a …

Protecting Your Rights, But Not Your Paycheck: How Executive Compensation Regulation Passes Constitutional Muster, Sarah B. Patterson

West Virginia Law Review

No abstract provided.

Cause Breaking Up Is Hard To Do: The Need For Uniform Enforcement Of Cohabitation Agreements In West Virginia, Emily E. Diederich

West Virginia Law Review

No abstract provided.

Efficient Contracting Between Foreign Investors And Host States: Evidence From Stabilization Clauses, Sam F. Halabi

Faculty Publications

Bilateral investment treaties are agreements between sovereign states that give broad protections to investors and investments made within the jurisdiction of the other state. The prevailing view in the academy and practice is that developing countries sign bilateral investment treaties in order to reassure investors from developed states that their investments will be safe from changes in domestic law. Without these “credible commitments,” investors would be deterred from making investments, depriving developing countries of foreign capital. This Article disputes that view by demonstrating that foreign investors and host states effectively contract around the risk of changes in the law. This …

Adjudicating Insurance Policy Disputes: A Critique Of Professor Randall's Poposal To Abandon Contract Law, Jared A. Wilkerson

W&M Law Student Publications

No abstract provided.