Contracts Commons^™

Exhaustion In The Service Of Progress, Ofer Tur-Sinai

Cardozo Arts & Entertainment Law Journal

Under the doctrine of patent exhaustion, an authorized sale of a patented item exhausts the patentee's rights with respect to that item, leaving the purchaser and subsequent owners free to use or resell it without fear of an infringement lawsuit. In 2017, the U.S. Supreme Court issued its landmark decision in Impression Products v. Lexmark International, which strengthened the exhaustion doctrine in various significant ways. The Court held that an authorized sale of a patented item exhausts all patent rights with respect to that item, regardless of any restrictions on use or resale the patentee purports to impose. The Court …

Exploration Of The Nfl Franchise Tag Functioning As A Non-Compete Clause, David B. Borsack

Cardozo Arts & Entertainment Law Journal

No abstract provided.

Panel 2: Art Law And Blockchain, Tonya M. Evans, Derek Fincham, Katya Fisher, Jeanne Schroeder

Cardozo Arts & Entertainment Law Journal

No abstract provided.

Law And The Blockchain, Usha Rodrigues

Scholarly Works

All contracts are necessarily incomplete. The inefficiencies of bargaining over every contingency, coupled with humans’ innate bounded rationality, mean that contracts cannot anticipate and address every potential eventuality. One role of law is to fill gaps in incomplete contracts with default rules. The blockchain is a distributed ledger that allows the cryptographic recording of transactions and permits “smart” contracts that self-execute automatically if their conditions are met. Because humans code the contracts of the blockchain, gaps in these contracts will arise. Yet in the world of “smart contracting” on the blockchain, there is no place for the law to step …

When Forum Selection Clauses Meet Choice Of Law Clauses, Tanya Monestier

Law Faculty Scholarship

No abstract provided.

Dillon's Rule: A Check On Sheriff's Authority To Enter 287(G) Agreements, Gregory Taylor

American University Law Review

No abstract provided.

2018 Government Contract Law Decisions Of The Federal Circuit, Collin Swan, Victor Pham

American University Law Review

No abstract provided.

A Bargaining Dynamic Transaction Cost Approach To Understanding Framework Contracts, Juliet P. Kostritsky

American University Law Review

No abstract provided.

Something Else: Specific Relief For Break Of Human Rights Terms In Supply Chain Agreements, Jonathan C. Lipson

American University Law Review

No abstract provided.

The New Social Contracts In International Supply Chains, David Snyder

American University Law Review

No abstract provided.

The Limits Of Smart Contracts, Jens Frankenreiter

Ira M. Millstein Center for Global Markets and Corporate Ownership

This essay investigates the potential of smart contracts to replace the legal system as an infrastructure for transactions. It argues that (contract) law remains relevant for most transactions even if they are entirely structured by way of smart contract. The reason for this is that the power of smart contracts to create and enforce obligations against attempts by the legal system to thwart their execution is limited. These limitations are most relevant for obligations to perform certain actions outside the blockchain, but also apply to other obligations contingent on facts outside the records stored on the blockchain.

Still “Snowing” In The Sunshine State: An Analysis Of And Potential Solutions To The Lack Of Protection From Employer Retaliation For Florida Lawyers Who Adhere To The State’S Mandatory Reporting Of Professional Misconduct Rule, Jason A. Anon

FIU Law Review

No abstract provided.

Contract Law In Commonwealth Countries: Uniformity Or Divergence?, Andrew B.L. Phang, Yihan Goh

Research Collection Yong Pung How School Of Law

The present article examines - through a consideration of developments in the most recent and most topical areas of contract law - whether and in what areas the contract law of various Commonwealth jurisdictions has diverged (in the main, from English law) and, more importantly, why such divergence has occurred. It also considers areas where there has been both flux and divergence in the sense that there is both uncertainty in development as well as divergence between jurisdictions (notably, in discharge by breach of contract, unconscionability as well as emerging categories of contractual damages). The article also attempts, in explaining …

Equitable Fraud – Some Personal Reminiscences And Reflections, Andrew B.L. Phang

Research Collection Yong Pung How School Of Law

I would like to thank the conference organisers for their very kind invitation. It is a great privilege and honour to be amongst such an august gathering of legal scholars. I would like to begin by noting that the international nature of this Conference is emblematic of the nature of legal discourse today — in particular, the importance of comparative analysis. I have, in fact, dealt with this point elsewhere in the context of the law of remedies.1 In particular, Singaporean courts often engage in (to borrow the title of the late Lord Goff of Chieveley’s justly famous Maccabaean Lecture …

A Common-Sense Defense Of Janus: Forthcoming Changes In The Public Sector, Maria O'Brien

Faculty Scholarship

Many scholars and others have, for some time now, been calling attention to the alarming growth in post-employment and other benefits for unionized employees in the public sector. ¹⁷ A fairly well-understood phenomenon is thought to explain the inability of state and local governments to resist outsized demands from their public unions. As ¹⁸ Is and others ¹⁹ have argued, the central problem with public sector unions is that they find it easy to capture their employers (taxpayers) in ways that private sector unions cannot. The role played by often eager and feckless elected officials in this process has also …

Contract Creep, Tal Kastner, Ethan J. Leib

Faculty Scholarship

Scholars and judges think they can address the multiple purposes and values of contract law by developing different doctrinal regimes for different transaction types. They think if we develop one track of contract doctrine for sophisticated parties and another for consumers, we can build a better world of contract: protecting private ordering for sophisticated parties and protecting consumers’ needs all at once. Given the growing enthusiasm for laying down these separate tracks and developing their infrastructures, this Article brings a necessary reality check to this endeavor by highlighting for scholars and judges how doctrine in contract law functions in fact: …

Boilerplate And Party Intent, Gregory Klass

Georgetown Law Faculty Publications and Other Works

It is commonly recognized that parties often do not read or understand contract boilerplate they agree to, and that such parties might not intend all the terms in it. Less often noticed are decisions that favor boilerplate over evidence of the parties’ contrary intent for the very reason that it is boilerplate. This article discusses that phenomenon. It identifies decisions in which courts favor boilerplate terms over other evidence the parties’ intent because it is boilerplate, discusses the rules that explain those outcomes, and examines the reasons behind the rules.

A contractual writing, whether individually negotiated and drafted or boilerplate, …

Empiricism And Privacy Policies In The Restatement Of Consumer Contract Law, Gregory Klass

Georgetown Law Faculty Publications and Other Works

The Draft Restatement of the Law of Consumer Contracts includes a quantitative study of judicial decisions concerning businesses’ online privacy policies, which it cites in support of a claim that most courts treat privacy policies as contract terms. This Article reports an attempt to reproduce that study’s results. Using the Reporters’ data, this study was unable to reproduce their numerical findings. This study found in the data fewer relevant decisions, and a lower proportion of decisions supporting the Draft Restatement position. It also found little support for the Draft’s claim that there is a clear trend recognizing privacy policies as …

Parol Evidence Rules And The Mechanics Of Choice, Gregory Klass

Georgetown Law Faculty Publications and Other Works

Scholars have to date paid relatively little attention to the rules for deciding when a writing is integrated. These integration rules, however, are as dark and full of subtle difficulties as are other parts of parol evidence rules. As a way of thinking about Hanoch Dagan and Michael Heller’s The Choice Theory of Contracts, this Article suggests we would do better with tailored integration rules for two transaction types. In negotiated contracts between firms, courts should apply a hard express integration rule, requiring firms to say when they intend a writing to be integrated. In consumer contracts, standard terms …

Contracts, Constitutions, And Getting The Interpretation-Construction Distinction Right, Gregory Klass

Georgetown Law Faculty Publications and Other Works

Interpretation determines the meaning of a legal actor’s words or other significant acts, construction their legal effect. Using contract law and then two nineteenth century theories of constitutional interpretation as examples, this Article advances four claims about interpretation, construction, and the relationship between the two. First, many theorists, following Francis Lieber, assume that rules of construction apply only when interpretation runs out, such as when a text’s meaning is ambiguous or does not address an issue. In fact, a rule of construction is always necessary to determine a legal speech act’s effect, including when its meaning is clear and definite. …