Contracts Commons^™

Law, Visual Art, And Money, Lydia Pallas Loren

Lewis & Clark Law Review

This Essay explores areas where law and art interact, and where, it seems, money changes things. It discusses three areas of the law that encourage the creation of visual art, starting with the basic combination of property and contract, and moving to the more targeted law of copyright and, finally, the law specifically aimed at the visual arts: the Visual Artists Rights Act (VARA). The Essay then takes up the task of exploring the ways in which both the rights and protections offered by VARA and by copyright law are affected by commercial exploitation of visual artworks. It also examines …

Signed, Sealed, Delivered--Not Yours: Why The Fair Labor Standards Act Offers A Framework For Regulating Gestational Surrogacy, Zoe M. Beiner

Vanderbilt Law Review

Over the past several decades, gestational surrogacy has emerged as a rapidly growing industry. Such growth has prompted an enormous amount of debate among scholars, human rights advocates, economists, and the media over a wide array of legal and ethical issues. This debate is perhaps most evident in the divergence of state approaches to the regulation of gestational surrogacy-for example, some states ban the practice entirely, others allow only altruistic arrangements, and many states simply do not address surrogacy at all. The fractured landscape of surrogacy regulation has resulted in artificially high costs and, often, uncertainty for all parties involved. …

Ride Oversharing: Privacy Regulation Within The Gig Economy, Casey Thomas

Cardozo Arts & Entertainment Law Journal

No abstract provided.

The Uncertainty Of Sun Printing, George M. Cohen

Touro Law Review

No abstract provided.

Contractarian Theory And Unilateral Bylaw Amendments, Albert H. Choi, Geeyoung Min

Ira M. Millstein Center for Global Markets and Corporate Ownership

Corporate directors have been utilizing a potent mechanism in dealing with shareholder activism and shareholder litigation: the right to unilaterally amend corporate bylaws. Directors have exercised this right, for instance, to impose various requirements on who can nominate a director or call a special shareholder meeting, or to designate an exclusive forum where the shareholders can bring suit. Based on the theory that corporate charters and bylaws constitute a “contract” between the shareholders and the corporation, courts have blessed many of the bylaws that directors have unilaterally adopted. This Article examines the contractarian theory by drawing a parallel between amending …

2017 Government Contract Law Decisions Of The Federal Circuit, Dennis J. Callahan, Lauren B. Kramer, Lucas T. Hanback, Stephen L. Bacon

American University Law Review

No abstract provided.

Interpreting Contracts Without Context, John Coyle, W. Mark C. Weidemaier

American University Law Review

No abstract provided.

Consequential Damages And Exclusion Clauses, Victor P. Goldberg

Faculty Scholarship

Contracts often include language excluding compensation for consequential damages. However, the boundary between consequential and direct damages is a blurry one. Courts have used concepts like foreseeability, natural result of the breach, and collateral business in their attempts to define the boundary. Those categories, I argue, are not particularly helpful. I consider three classes of cases: wrongful termination, delay, and breach of warranty. This paper argues that lost profits, when referring to the change in value of the contract after a wrongful termination would be direct damages; the hard case involves terminated dealers who had been paid indirectly for retailing …

Deal Structure, Cathy Hwang, Matthew Jennejohn

Faculty Scholarship

Modern commercial contracts—those governing mergers and acquisitions and financial derivatives, for instance—have become structurally complex and interconnected. Yet contract law largely ignores structural complexity. This Article develops a theory of “contractual structuralism” to explain the important role of structure in every aspect of contract law, from the design of a contract to courts’ interpretation and enforcement.

For generations, scholars have debated whether a court should consider only the text of a contract or also consider broader context to determine parties’ intent. More recently, scholars have shown that parties can choose between textual and contextual interpretation by drafting a contract provision …

How Well Do We Treat Each Other In Contract?, Aditi Bagchi

Faculty Scholarship

One of the important contributions of Nathan Oman’s new book is to draw focus onto the quality of the relationships enabled by contract. He claims that contract, by supporting markets, cultivates certain virtues; helps facilitate cooperation among people with diverse commitments; and produces the wealth that may fuel interpersonal and social justice. These claims are all plausible, though subject to individual challenge. However, there is an alternative story to tell about the kinds of relationships that arise from markets i.e., a story about domination. The experience of domination is driven in part by the necessity, inequality, and competition enjoined by …

Adminization: Gatekeeping Consumer Contracts, Yonathan A. Arbel

Articles

Large companies and debt collectors frequently file unmeritorious claims against consumers. Recent high-profile actions brought by the Consumer Financial Protection Bureau against J.P. Morgan, Citibank, and other large debt collectors illustrate the breadth and importance of this phenomenon. Due to the limited financial power of individuals, consumers often do not defend against such baseless claims, which results in the entry of millions of default judgments every year. To combat this problem, policymakers and scholars have explored a variety of court-based solutions that would make it easier for consumers to defend in court, but these prove ineffectual.

To solve the problem …

One Judge's Legacy And The New York Court Of Appeals: Mr. Justice Cardozo And The Law Of Contracts, Meredith R. Miller

Touro Law Review

No abstract provided.

Contract And The Problem Of Fickle People, Aditi Bagchi

Faculty Scholarship

No abstract provided.

Vindicating The Effective Vindication Exception: Protecting Federal Statutory Rights In The Employment Context, Colby J. Byrd

Oklahoma Law Review

No abstract provided.

Bespoke Discovery, Jessica M. Erickson

Law Faculty Publications

The U.S. legal system gives contracting parties significant freedom to customize the procedures that will govern their future disputes. With forum selection clauses, parties can decide where they will litigate future disputes. With fee-shifting provisions, they can choose who will pay for these suits. And with arbitration clauses, they can make upfront decisions to opt out of the traditional legal system altogether. Parties can also waive their right to appeal, their right to a jury trial, and their right to file a class action. Bespoke procedure, in other words, is commonplace in the United States.

Far less common, however, are …

The Price Of Law: The Case Of The Eurozone's Collective Action Clauses, Elena Carletti, Paolo Colla, Mitu Gulati, Steven Ongena

Faculty Scholarship

Do markets value contract protections? And does the quality of a legal system affect such valuations? To answer these questions we exploit a unique experiment whereby, after January 1, 2013, newly issued sovereign bonds of Eurozone countries under domestic law had to include Collective Action Clauses (CACs) specifying the minimum vote needed to modify payment terms. We find that CAC bonds trade at lower yields than otherwise similar no-CAC bonds; and that the quality of the legal system matters for this differential. Hence, markets appear to see CACs as providing protection against the legal risk embedded in domestic-law sovereign bonds.

Does Contract Law Need Morality?, Kimberly D. Krawiec, Wenhao Liu

Faculty Scholarship

In The Dignity of Commerce, Nathan Oman sets out an ambitious market theory of contract, which he argues is a superior normative foundation for contract law than either the moralist or economic justifications that currently dominate contract theory. In doing so, he sets out a robust defense of commerce and the market-place as contributing to human flourishing that is a refreshing and welcome contribution in an era of market alarmism. But the mar-ket theory ultimately falls short as either a normative or prescriptive theory of contract. The extent to which law, public policy, and the-ory should account for values …

Fiduciary Principles In Agency Law, Deborah A. Demott

Faculty Scholarship

No abstract provided.

The Political Morality Of Convergence In Contract, Aditi Bagchi

Faculty Scholarship

One of the most interesting recent developments in contract law has been an academic and political effort to integrate private law. The proposed Common European Sales Law was ultimately withdrawn, and a series of setbacks, including the British referendum to exit the EU, has recast the politics of convergence. But it remains an objective for many European scholars. This essay considers the wisdom of convergence on a single law of transactions from the perspective of philosophical contract theory. The essay proceeds by disaggregating the rights at stake in contract law. It characterises the formal right to contract and describes its …

The Enforceability Of Consent-To-Assign Provisions In Texas Oil And Gas Leases, T. Ray Guy, Jason Wright

SMU Law Review

Oil and gas leases are unique instruments that, on their face, appear to be contracts or traditional landlord–tenant leases. Indeed, landowners often desire to have them treated as such by including provisions giving a lessor power to limit or control any assignment of the lease. Typically, this takes the form of a consent-to-assign provision seen in many types of ordinary contracts and leases. In Texas, however, an oil gas lease actually conveys a fee simple property interest; and property law, far more than contract or landlord–tenant law, greatly disfavors any restraint that acts to restrict the free transferability (or “alienation”) …