Contracts Commons^™

“A Tale Of National Disgrace”: Applying The Doctrine Of Unconscionability To Establish The Impermissibility Of Secret Non-Prosecution Agreements, Denna Fraley

Journal of Law and Policy

Crime victims are directly harmed by crime and therefore have a stake in, and should be treated as individual participants in the criminal justice process. In recognition of this, Congress passed the Crime Victims’ Rights Act (“CVRA”) in 2004 to enumerate specific rights afforded to crime victims, including the rights to confer with the prosecutor in the case, to be heard at public court proceedings involving a plea or sentencing, to be informed in a timely manner of a plea bargain or deferred prosecution agreement, and to be treated with fairness and respect. Whether the CVRA extends these rights to …

Wright Et. Al. V. Oppenheimer, Order On Motions To Dismiss, Kelly L. Ellerbe

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

John And Cynthia Kearney, Et. Al. V. Oppenheimer, Order On Motions To Dismiss, Kelly L. Ellerbe

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Lendingpoint V. Bdo And Powell, Order On Discovery Disputes, Kelly L. Ellerbe

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

The Promise And Perils Of Tech Whistleblowing, Hannah Bloch-Wehba

Northwestern University Law Review

Whistleblowers and leakers wield significant influence in technology law and policy. On topics ranging from cybersecurity to free speech, tech whistleblowers spur congressional hearings, motivate the introduction of legislation, and animate critical press coverage of tech firms. But while scholars and policymakers have long called for transparency and accountability in the tech sector, they have overlooked the significance of individual disclosures by industry insiders—workers, employees, and volunteers—who leak information that firms would prefer to keep private.

This Article offers an account of the rise and influence of tech whistleblowing. Radical information asymmetries pervade tech law and policy. Firms exercise near-complete …

1l Final Review Sessions, Cardozo Asian Pacific American Law Students Association, Cardozo Office Of Student Services & Advising

2023–2024 Flyers

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Legal Constraints To Protect Working Women: A Comparative Study Under International Labor Standards And The Palestinian Labor Law, Naeem Jamil Salameh, Rana Najeh Dawas, Zainab Ghassan Qarawi

An-Najah University Journal for Research - B (Humanities)

The presence of women as workers in workplaces has become an important and essential requirement for increasing the development of countries and a feature that characterizes modern societies. However, the diminishing of her rights and the discrimination directed against her sometimes prompted the local and international community to impose legal texts in the field of work aimed at equality between the sexes, and to provide special protection for women in terms of times and quality of work, taking into account women’s privacy, by prohibiting their employment in some jobs and granting them special leaves and preventing their dismissal during pregnancy …

Introducing Law Students To Transactional Practice: From Using Precedent To Closing The Deal, Ben Fernandez

UF Law Faculty Publications

My name is Ben Fernandez. I teach contract drafting at the University of Florida, Levin College of Law, and I'm going to talk about introducing students to transactional practice from using precedents to closing the deal. Basically, what I'm going to describe is things I do to supplement Tina Stark's Drafting Contracts: How and Why Lawyers Do What They Do. I'm going to give you a whole bunch of, I hope, useful, teaching ideas on how to do that.

Keeping Your Eye On The Esg Sustainable Development Ball, Richard J. Sobelsohn

Dickinson Law Review (2017-Present)

Environmental, Social, and Governance (“ESG”) mandates were originally aspirational sound-bites, but now they have become a part of many companies’ mandates. Most recently with some backlash against ESG directives, most organizations are still complying with their original goals, because the economic arguments for having an ESG protocol is still valid. This article discusses what ESG is, how it relates to different types of companies, and most importantly, what legal issues pertain to it.

This Article examines how ESG guidelines pertain to different types of entities, and how these protocols affect everything from contract drafting, construction of a property, operations and …

Illegal Contracts And Agreements: A New Standard For Prostitution And Marijuana Agreements, Doug Rendleman

Washington and Lee Law Review

Agreements exchanging sex for money and those involving marijuana may encounter illegality defenses in court. Granting a legal remedy for breach of an agreement that exchanges seriously illegal consideration would lower the court’s public standing and endanger its legitimacy. On the other hand, the spectacle of a buyer claiming its own illegality to escape paying its seller troubles courts.

Lord Mansfield stated the illegality defense in Holman v. Johnson: “No Court will lend its aid to a man who founds his cause of action upon an immoral or an illegal act.” Yet he rejected the illegality defense in that case …

The Unbargained-For-Exchange In Copyright, Justin Ponds

MC Law Review

Copyright law in the United States is more than the letter "C" in a circle. The visual impression of someone clutching a book prevails in many minds. The use of the phrase "it's copyrighted" has become common. Many people consider a "copyright" to be "property." The true story of copyright law is so steeped in history - a great deal from England - that it makes even Betty White seem middle aged. This Article examines some of that history and compares mistaken connotations about "property" within the realm of contract law - a better association.

Foreword, Deborah W. Denno, Erica Valencia-Graham

Fordham Law Review

This Foreword overviews an unprecedented Symposium on these wide ranging topics titled The New AI: The Legal and Ethical Implications of ChatGPT and Other Emerging Technologies. Hosted by the Fordham Law Review and cosponsored by Fordham University School of Law’s Neuroscience and Law Center on November 3, 2023, the Symposium brought together attorneys, judges, professors, and scientists to explore the opportunities and risks presented by AI, especially GenAI like ChatGPT. The discussion raised complex questions concerning AI sentience and personal privacy, as well as the future of legal ethics, education, and employment. Although the AI industry uniformly predicts ever more …

Educating Deal Lawyers For The Digital Age, Heather Hughes

Fordham Law Review

Courses and programs that address law and emerging technologies are proliferating in U.S. law schools. Technology-related issues pervade the curriculum. This Essay presents two instances in which new technologies present challenges for deal lawyers. It explores how exposing students to closing opinions practice can prepare them to engage these challenges. Both examples involve common commercial contexts and lessons relevant to students of business associations and of the Uniform Commercial Code. The first, which deals with enforceability opinion letters, presents technical legal difficulties arising from recent developments in law and technology. The second, involving complex doctrines at the heart of financial …

Downstreaming, Rachel Landy

Articles

Spotify and its competitors all offer the same product at the same price. Why? Scholars have argued that relationships can be designed in a way that naturally promotes innovation. By “braiding” certain formal contracting practices with informal enforcement norms, parties develop a frame-work that supports trust and positive, long-term collaboration. This Article takes on this consensus and shows that not all braiding is good. Using the multibillion-dollar subscription music streaming business as an illustration, it demonstrates just how industry forces can, and do, overcome braiding’s positive slant. In that industry, the major record labels (Universal, Warner, and Sony) weaponize braiding …

Cake-And-Eat-It-Too Clauses, Tanya J. Monestier

Journal Articles

Imagine this: You have signed on the dotted line to purchase a home for $500,000. You have put down an earnest money deposit of $25,000. Right before closing, you find out that your bank will not provide the financing you thought you had secured. You can no longer afford to purchase your dream home. You are coming to grips with the reality that you are going to lose $25,000, which comprises the bulk of your life savings. Then you hear from the seller, telling you that they are going to come after you for $100,000 in “actual damages”—the amount the …

Is Insurance "Just A Contract" Or A "Just Contract"?, Chaim Saiman

Faculty Publications

Courts never tire of saying an insurance policy is “just a contract” and subject to ordinary rules of contract law. Contract here signals a plain language approach that strives for formal neutrality between the parties. Yet courts also frequently rely on a narrative that an insurance policy strives to be a “just contract” with special pro-policyholder rules that reach beyond the plain language.

How is insurance simultaneously “just a contract” and a “just contract?” Prior scholarship has noted the confusion, but this Article aims to reconcile the dueling narratives. When the issue relates to scope or breadth of coverage—whether a …

Jack Tribble V. Andrew Heaner, Et. Al., Order On Defendants' Joint Motion To Dismiss, Kelly L. Ellerbe

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Anibal Torres, Et. Al. V. Scott Honan, Et. Al., Order On Motion To Dismiss And Motion For More Definite Statement, Eric A. Richardson

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Safeguarding Silence: The Weaponization Of Nondisclosure Agreements And The Need For More Regulation, Johanna Shinners

Marquette Benefits and Social Welfare Law Review

With the surge of the #MeToo movement, the weaponization of Nondisclosure agreements in cases of sexual assault and harassment has been brought to the forefront. This comment discusses the use and laws of nondisclosure agreements (NDAs) in cases of sexual assault and sexual harassment, highlighting their role in silencing victims and shielding perpetrators from accountability and underscores the broader implications of NDAs in perpetuating a culture of silence. Emphasizing the prevalence of NDAs, this comment scrutinizes their misuse and explores the historical context, highlighting the intertwining of #MeToo movement and NDAs.

This comment compares State responses, exemplified by Washington, California, …

The Promise Of Contract Pluralism, Andrew Jordan

Connecticut Law Review

Many contract theorists argue that contracts are promises. This view is appealing because it can justify the institution of contract law—contract law allows parties to vindicate their promissory rights. But contract-as-promise advocates have seriously misunderstood how promises work. They assume a cartoon version of promises, one that is overly abstract, individualistic, and is singularly fixated on the obligation to do what one promised. Such theorists have failed to adequately attend to other important dimensions of promises: How stringent is the promise? Under what conditions is a person obligated to perform? How is an agent entitled to respond to a breach? …

Arbitration's Unraveling, Myriam E. Gilles

Articles

It has been over a decade since the Supreme Court declared that the Federal Arbitration Act preempts state-law policies that stand as an obstacle to enforcement of the class-banning arbitration clauses that companies tuck into standard-form contracts. In that time, plaintiffs’ lawyers have tried challenging class action–banning arbitration provisions on myriad legal grounds, as well as pressing for federal and state legislation to undo the Court’s ruling in AT&T Mobility LLC v. Concepcion. Neither strategy has borne much fruit—until now. In the past few years, congressional action has exempted specific categories of cases from mandatory arbitration, suggesting that an area-by-area …

Covid, Contracts, And Colleges, John K. Setear

West Virginia Law Review

No abstract provided.

The Teetotalling Winebibber: A Case Study For The International Sale Of Goods, Stephen M. Shrewsbury

Pace International Law Review

Case studies are very effective pedagogical tools available to business and legal educators. Hypothetical fact patterns provide instructors an additional advantage of being able to modify facts to target particular learning goals for students. This article presents a substantial case study and teaching notes for a hypothetical international sale of goods transaction. The facts presented will necessitate student research and examination of a wide range of legal issues related to contract negotiation and interpretation, shipping and related difficulties that might arise during contract execution, and issues related to disputes over the quality of goods. Questions in the study require students …

Online Disinhibited Contracts, Wayne R. Barnes

Pepperdine Law Review

There have been at least two dominant forces at work in the realm of consumer contracting over the past several decades. One has been the rise and domination of the standard form contract (whereby merchants contract with consumers via the use of standardized, boilerplate terms and conditions that consumers do not read or understand). The second force has been the rise of e-commerce and the purchase of goods and services via websites and other online platforms, and the use of “wrap” formation methodology (whereby merchants obtain consumer assent to the online terms and conditions via the consumer’s informal click, scroll, …

No Need To Reinvent The Wheel: The Positive Relationship Between Green Technology And Patent Enforcement, Addison S. Fowler

Villanova Environmental Law Journal (1991 - )

No abstract provided.

Covid-19 Risk Factors And Boilerplate Disclosure, Stephen J. Choi, Mitu Gulati, Xuan Liu, Adam C. Pritchard

Law & Economics Working Papers

The SEC mandates that public companies assess new information that changes the risks that they face and disclose these if there has been a “material” change. Does that theory work in practice? Or are companies copying and repeating the same generic disclosures? Using the shock of the COVID-19 pandemic, we explore these questions. Overall, we find considerable rote copying of boilerplate disclosures. Further, the factors that correlate with deviations from the boilerplate seem related more to the resources that companies have (large companies change updated disclosures more) and litigation risks (companies vulnerable to shareholder litigation update more) rather than general …

Galaxy Next Gen., Inc. V. Bradley Ehlert, Et. Al., Order On Motion For Reconsideration And For Stay Of Trial, Kelly L. Ellerbe

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Galaxy Next Gen., Inc. V. Bradley Ehlert, Et. Al., Order On Motion For Sanctions And Motion For Order To Show Cause, Kelly L. Ellerbe

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al. Order On Motion For Attorney's Fees, Kelly L. Ellerbe

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Brief Of Legal Scholars As Amici Curiae In Support Of Respondents, Becerra V. San Carlos Apache Tribe, Becerra V. Northern Arapaho Tribe, U.S. Supreme Court Docket Nos. 23-250 & 23-253, Gregory Ablavsky, Seth Davis, Patty Ferguson-Bohnee, Ethan J. Leib, Dan Lewerenz, Nazune Menka, Monte Mills, Richard Monette, Joseph William Singer, Gerald Torres, Rebecca Tsosie

Court Briefs

Congress has enacted into law thousands of statutory provisions containing rules of construction. These rules direct courts to the permissible interpretations of the statutes that Congress enacts.

With respect to the self-determination contracts between Indian tribes and the United States at issue in these cases, the Indian Self-Determination and Education Assistance Act (ISDA) prescribes two interpretive rules that serve as congressional directives to this Court. First, each provision of the self-determination contract must be construed liberally for the benefit of the tribe. Second, the same is true of the statute itself: each provision of the ISDA must be construed liberally …