Contracts Commons^™

Do Algorithms Dream Of Mistaken Contracts? Supreme Court Case Summary: Quoine Pte Ltd V B2c2 Ltd, Lokman Bin Mohamed Rafi Hakim

Singapore Law Journal (Lexicon)

Can an agreement which is formed purely through the operation of algorithms be considered a binding contract? If so, can such a contract be unilaterally cancelled because of a mistake, where such mistake resulted in trades being concluded at 250 times the market rate? This was the question before the Court of Appeal (“CA”) in the case of Quoine Pte Ltd v B2C2 Ltd [2020] SGCA(I) 2.

The Limits To Freedom To Contract: Supreme Court Case Summary: Leiman, Ricardo V Noble Resources Ltd, Jia Xin Tan

Singapore Law Journal (Lexicon)

In line with the principle of freedom to contract, the courts will give effect to the intention of the parties in creating their contract, and also hold them to their duty to perform their primary obligations under such contract. However, where the contracting parties agree to vest certain decision-making powers to a specific (non-judicial) entity, to what extent may a court review the exercise of powers by such entity?

The Deans' Roundtable, Dean Angela Onwuachi-Willig, Dean Danielle Conway, Dean Tamara Lawson, Dean Mario Barnes, Dean L. Song Richardson

Seattle University Law Review

The Deans' Roundtable.

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents.

W(H)Ither Judgment, Elias Leake Quinn

Cardozo Law Review de•novo

Textualists complain that loose rules of statutory interpretation inject uncertainty and inconsistency into judicial resolutions of statutory ambiguity. But by employing an incomplete theory of meaning, pure textualists fail to shore up their decisions. And by disparaging the judgement necessary to navigate complex questions of meaning, they erode trust in the judicial process—the very foundation of the rule of law.

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents and Special Thanks.

Understanding University Fee Litigation: A Few Lessons About The Perils Of Imprudence For Higher Ed Plan Sponsors, Maria O'Brien, Calvin Utter

Faculty Scholarship

Beginning in August 2016, a series of class action lawsuits were filed on behalf of participants and beneficiaries of 403(b) employee retirement plans sponsored by major American colleges and universities. These plans are regulated by the 1974 Employee Retirement Income Security Act (“ERISA”), which sets minimum standards to protect the participants and beneficiaries of voluntarily established retirement and health plans. The allegations in the several lawsuits have centered primarily around breaches of fiduciary duties by those charged with administering the plan.

These cases are all class action lawsuits brought on behalf of the participants and beneficiaries of the plans in …

The Separation Of Voting And Control: The Role Of Contract In Corporate Governance, Gabriel Rauterberg

Faculty Scholarship

The default rules of corporate law make shareholders’ control rights a function of their voting power. Whether a director is elected or a merger is approved depends on how shareholders vote. Yet, in private corporations shareholders routinely alter their rights by contract. This phenomenon of shareholder agreements — contracts among the owners of a firm — has received far less attention than it deserves, mainly because detailed data about the actual contents of shareholder agreements has been lacking. Private companies disclose little, and shareholder agreements are thought to play a trivial or nonexistent role in public companies.

I show that …

Obsolescence: The Intractable Production Problem In Contract Law, Alan Schwartz, Robert E. Scott

Faculty Scholarship

Contract law has long suffered from an institutional problem: Which legal institution can best create an efficient law for commercial contracts that can overcome "obsolescence” – the persistence of rules that only solve yesterday’s contracting problems? Until the early 20th century, contract law was largely created by common law courts. The law's default rules were efficient when created and courts updated them as commerce changed. But there were few rules and the common law process is slow. In response, the 20th century saw public and private lawmaking bodies enact commercial statutes in discrete legal areas such as secured credit, commercial …

Investigating The Contract Production Process, Stephen J. Choi, Robert E. Scott, G. Mitu Gulati

Faculty Scholarship

Contract law and theory have traditionally paid little attention to the processes by which contracts are made. Instead, contracts among sophisticated parties are assumed to be full articulations of the desires of the parties; whatever the process, the outcome is the same. This article compares sovereign debt contracts from US and UK firms, with different production processes, that are trying to do the same thing under very similar legal regimes. We find that that the production process likely matters quite a bit to the final form that contracts take.

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

Faculty Articles

The recent article In God We Trust (Unless We Change Our Mind): How State of Mind Relates to Religious Arbitration ("In God We Trust") proposes that those who sign arbitration agreements that consent to a religious legal system as the basis of the rules of arbitration be allowed to back out of such agreements based on their constitutional right to free exercise. This article is a response and is divided into two sections. In the first section, we show that such an exemption would violate the Federal Arbitration Act's (FAA) basic rules preventing the states from heightened regulation of arbitration …

A Theory Of Mistaken Assumptions In Contract Law, Jennifer Nadler

Articles & Book Chapters

In Great Peace Shipping v Tsavliris Salvage, the English Court of Appeal rejected the equitable doctrine of mistaken assumptions, arguing that the doctrine lacks a principled foundation. Defenders of the doctrine appear to agree that the doctrine lacks a coherent animating principle, but they think that its open-endedness is an argument in its favour. Against both the critics and the defenders, this article argues that the equitable doctrine of mistaken assumptions is a principled doctrine, one that protects individual self-determination by setting aside a contract that, due to a mistake about the quality of the thing contracted for, serves …

Cartoon Contracts And The Proactive Visualization Of Law, Michael D. Murray

Law Faculty Scholarly Articles

Contracts have always relied on text first, foremost, and usually exclusively. Yet, this approach leaves many users of contracts in the dark as to the actual meaning of the transactional documents and instruments they enter into. The average contract routinely uses language that only lawyers, law-trained readers, and highly literate persons can truly understand.

There is a movement in the law in the United States and many other nations called the visualization of law movement that attempts to bridge these gaps in contractual communication by using highly visual instruments. In appropriate circumstances, even cartoons and comic book forms of sequential …

Not Pictured: Minnesota’S Disfavor Toward Forfeitures—Capistrant V. Lifetouch Nat’L Sch. Studios, Inc., 916 N.W.2d 23 (Minn. 2018)., Madalyn Elmquist

Mitchell Hamline Law Review

No abstract provided.

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents

What's In Your Box? Removing The Tiffany Standard Of Knowledge In Online Marketplaces, Hayley Dunn

Catholic University Journal of Law and Technology

Online shopping is a quintessential component of modern life. Millions of products from trusted brands are conveniently available at single-stop online marketplaces such as Amazon, eBay, and Alibaba with the click of a button from the comfort of home. But is the product delivered to the consumer’s front door actually the same as the one found on a store shelf? Pervasive trademark infringement in online marketplaces makes the answer to this question difficult, that is, until the consumer experiences negative consequences from a counterfeited product.

Under Tiffany (NJ) Inc. v. eBay, Inc., online marketplaces face almost no liability …

The Market As Negotiation, Rebecca E. Hollander-Blumoff, Matthew T. Bodie

All Faculty Scholarship

Our economic system counts on markets to allocate most of our societal resources. The law often treats markets as discrete entities, with a native intelligence and structure that provides clear answers to questions about prices and terms. In reality, of course, markets are much messier—they are agglomerations of negotiations by individual parties. Despite theoretical and empirical work on markets and on negotiation, legal scholars have largely overlooked the connection between the two areas in considering how markets are constructed and regulated.

This Article brings together scholarship in law, economics, sociology, and psychology to better understand the role that negotiation plays …

Foreign Affairs Federalism: The Doctrine Of Foreign Affairs Preemption And State Regulation In Light Of The Paris Agreement, Anagha Sundararajan

University of San Francisco Law Review

No abstract provided.

Smart Contracts: Will Fintech Be The Catalyst For The Next Global Financial Crisis?, Randall Duran, Paul Griffin

Research Collection School Of Computing and Information Systems

Purpose: This paper aims to examine the risks associated with smart contracts, a disruptive financial technology (FinTech) innovation, and assesses how in the future they could threaten the integrity of the global financial system. Design/methodology/approach: A qualitative approach is used to identify risk factors related to the use of new financial innovations, by examining how over-the-counter (OTC) derivatives contributed to the Global Financial Crisis (GFC) which occurred during 2007 and 2008. Based on this analysis, the potential for similar concerns with smart contracts are evaluated, drawing on the failure of The DAO on the Ethereum blockchain, which involved the loss …

Upgrading Unconscionability: A Common Law Ally For A Digital World, Babette E. Boliek

Maryland Law Review

No abstract provided.

Error-Resilient Consumer Contracts, Danielle D'Onfro

Scholarship@WashULaw

When firms contracting with consumers make mistakes, people get hurt. Inaccurate billing, misapplied payments, and similar problems push lucky consumers into kafkaesqe customer-service queues and unlucky ones off the financial cliff. Despite significant regulatory interventions, firms contracting with consumers continue to struggle to accurately bill customers, update accounts, and process payments. Firms largely rely on technology, especially databases and software, to discharge these servicing obligations. This technology must accommodate firms’ innovations in their contracts, shifting regulations, and unpredictable consumer behavior. Given the complexity of servicing, the technology will inevitably produce mistakes even when firms invest in technology. When firms skimp …

Let's Get Serious - The Clear Case For Compensating The Student Athlete - By The Numbers - A University Of Michigan Athletic Program Case Study, Neal Newman

Faculty Scholarship

Should college athletes be compensated for their play and if so, how? The first question has been a debate for some time now. But the second question—the “how”—not so much. This writing addresses both questions in depth. With the Ed O’Bannon case that was decided back in August of 2014 and the palaver the Northwestern football team raised in their efforts to unionize, it is acknowledged that the discussions on this issue may have reached its crescendo years ago. That is until now. On September 27, 2019, Gavin Newsom, the Governor of California, signed into law Senate Bill 206. Senate …

Opening Remarks, Anna Antonova, Michael Burstein

Cardozo Arts & Entertainment Law Journal

The article celebrates the 75th anniversary of the Lanham Act, reflecting on its enduring influence on trademark law while addressing its evolution in response to new legal and technological challenges. It highlights the symposium's exploration of the Act's history, its adaptation to modern issues such as internet-related disputes and First Amendment concerns, and its continued relevance in shaping intellectual property law. The piece also underscores the role of the Cardozo Arts & Entertainment Law Journal as a leading platform for scholarly discourse in intellectual property and related fields.

Fulfilling The Right To Follow: Using Blockchain To Enforce The Artist's Resale Right, Zhao Zhao

Cardozo Arts & Entertainment Law Journal

Visual artists in countries that do not recognize the artist's resale right are at an economic disadvantage, while some countries that recognize the right experience practical difficulties in identifying and tracking resales that are subject to royalty payments for artists. As blockchain technology becomes increasingly applied to the creative industries, the full extent of its potential in enforcing droit de suite by improving the traceability of physical artwork has yet to be realized. Blockchain can be an effective mechanism for enforcing the artist's resale right as an alternative to collective management organizations. Through an analysis of the ability of blockchain …

Coming To Terms: Using Contract Theory To Understand The Detroit Water Shutoffs, Marissa Jackson Sow

Faculty Publications

After the City of Detroit underwent financial takeover and filed the largest municipal bankruptcy in American history in 2013, the city’s emergency manager encouraged mass water shutoffs as a way of making the city’s water utility a more attractive asset for sale— and for privatization—by ridding the water department of its association with bad debt. The sale never took place, but the water shutoff, too, became the largest ever in American history, with over 141,000 homes subjected to water disconnections over a period of over six years. The governor of the State of Michigan ordered that the shutoffs be temporarily …

As Long As You Love Me: The Effects Of Enforcing Prenuptial Agreements On Intimate Partner Violence, Annie L. Zagha

Cardozo Journal of Conflict Resolution

Marriage is a sacrament. Marriage is the life-long commitment of one person to another. Marriage is a safely guarded right, a constitutional protection that has been continually reaffirmed to protect the inviolability of unions. But what happens when a marriage fails to live up to its idealized and fantastical notion and begins to develop into a primary source of mental, physical, and emotional pain for an individual? What takes place when marriage is being used as a shield for coercive-and potentially lethal behavior?

The Ordinary Authors Of The Bureau Of New Plays: Copyright And Reallocating Authority In The American Theatre (1936-1949), Brent Salter

Cardozo Arts & Entertainment Law Journal

This Article examines the brief history of the Bureau of New Plays, a nonprofit enterprise funded in 1936 by seven major Hollywood film studios and administered by the Theatre Guild's Theresa Helburn, to identify and develop talented young American playwrights. A study of the Bureau of New Plays provides a window into the authority that playwrights, and particularly younger writers, exercised over the work they created. In one respect, the establishment of the Bureau of New Plays complemented American copyright's general trajectory toward the expansion of the rights of the individual author, and in the context of the theatre the …

A Unified Theory Of Code Connected Contracts, Carla L. Reyes

Faculty Journal Articles and Book Chapters

Smart contracts and their promise of automatic performance capture legal and entrepreneurial imaginations. But the excitement around the technology led to some confusing legal responses. Several legal scholars use chronology to help reduce the confusion and place smart contracts within what is already familiar about computational contracting. According to this line of thinking, blockchain-based smart contracts simply represent the next technological advancement in a long history of computable contracting technologies. However, other scholarly work suggests that such a chronological explanation under-simplifies the nature of the linkages between smart contracts and other forms of code-connected contracts. This Article offers a unified …

An Estate Plan For Kanye West, Thomas E. Simmons

Cardozo Arts & Entertainment Law Journal

One inventory item in megastar Kanye West's vast portfolio of assets merits a unique sort of care and safeguarding his right ofpublicity. The right ofpublicity is a property interest which represents the commercial value of a celebrity's name, image, and likeness. In some states, including California, the right survives the celebrity's death and is freely alienable and devisable. A protective arrangement, such as a trust, is often pursued to impose postmortem use and transferability restrictions on property that has particular importance to the testator. This Article proposes a noncharitable purpose trust as a means by which Kanye West's right of …

The Secrets Behind Reality Television Shows And Their Unconscionable Contracts, Stephanie Rimberg

Cardozo Arts & Entertainment Law Journal

The note argues that reality television show contracts are often unconscionable due to the significant imbalance of power between producers and participants. These contracts frequently classify participants as independent contractors, despite their integral role in the show, and include provisions that are procedurally and substantively unfair, such as disclaimers of liability and arbitration clauses. The author contends that these contracts violate California contract law and public policy, advocating for participants to be reclassified as employees and for contracts to be amended to protect their rights.