Contracts Commons^™

Virtual Currency As Real Currency, Jeffrey A. Maine

Faculty Publications

Convertible virtual currency is increasingly equated with the notion of real currency. Indeed, the increased acceptance of virtual currency as a payment method among retailers and consumers, the evolution of new types of virtual currency that alleviate price volatility, and the recent expansion of foreign country initiatives confirm the strong trajectory toward virtual currency’s function as a transactional currency. Yet, the tax system continues to classify all forms of virtual currency as “property,” and not “currency,” which results in immediate taxation every time someone buys something with virtual currency. This Article argues that the adopted tax treatment of virtual currency …

Identifying Intangible And Biocultural Heritage Elements Toward Environmental Understanding: Engaging Stakeholders Through Art, Martha B. Lerski

Publications and Research

Grounded in a case study in Barbuda in the Caribbean, this research examines sustainability from the perspective of what arts and heritage can contribute to community engagement and local and broader understandings about the environment. This article documents a growing body of literature recognizing the role of arts and culture, including local knowledge and traditional ecological knowledge (TEK), in climate change endeavors. Art and TEK present expansive world views. Contextual information situates research done on the island of Barbuda pre- and post-Hurricane Irma. Visual arts workshops engaged community members in mixed methods research. Results documented cultural elements, particularly intangible and …

Red Gate Motel, Inc. V. Albanese, 317 A.3d 1123 (R.I. 2024), Desiree James

Roger Williams University Law Review

No abstract provided.

False Venue Claims Signed Under Penalty Of Perjury, Lynn M. Lopucki

UF Law Faculty Publications

In a study of venue for the one hundred ninety-five large, public company bankruptcies filed from 2012 through 2021, I discovered nine cases (5 percent) in which the companies’ venue claims were in apparent conflict with what the debtors themselves stated on their petitions to be the locations of the companies’ principal places of business and principal assets. Nor were the venue claims justified by domicile. Eight of the nine proceeded to confirmation in an improper venue.

Although it is routine for large, public companies and the courts in which they file to ignore the Bankruptcy Code and Rules, these …

Drafting In The Digital Age: Contract-Design And Web-Based Consumer Contracts, Ben Fernandez

UF Law Faculty Publications

Consumers often do not read the contracts they sign. They know the basic terms of the deal and take the risk that it is enough to avoid being sued for breach. Even sophisticated businesspeople often do not read the documents they sign; they rely on their attorneys to tell them what they need to know. If the sole purpose of documenting a contract is to protect the party that has the financial resources and the leverage to hire an attorney to draft it, then the attorney doesn’t do their client a disservice by focusing solely on the contract’s enforceability. A …

Employment Law Reform From A Contracts Perspective, Rachel Arnow-Richman

UF Law Faculty Publications

For most of history, pro-worker legal reform has meant legislative action. By contrast, this Essay, prepared for the 75th Annual NYU Conference on Labor & Employment Law, looks to contract law as the source and site of progressive change.

This may seem odd. Contract has primarily been a tool of management. Terms set by the “parties” to an employment relationship, are likely to be those imposed by the employer. Yet contract law is essential to employment law reform. Protective legislation is incremental and discrete. Beyond its provisions, the employment relationship is defined entirely by private ordering. The day-to-day experience of …

Repeal The Federal Arbitration Act's "Arising Out Of" Requirement, Stephen J. Ware

American University Business Law Review

Suppose Pfizer and CVS agree to arbitrate not only any disputes that might arise out of their contract containing an arbitration agreement but also any disputes that might arise out of any of the many earlier contracts between these two large corporations. Or Apple and Samsung agree to arbitrate any patent infringement claims either has against the other for the next five years. Or FedEx and UPS agree to arbitrate any tort claims either has against the other due to any collision of their vehicles in the next ten years. Or members of the Walton (Walmart) family agree to arbitrate …

Person-Centered Pluralism About Contract Theory, C. Scott Pryor

Scholarly Works

No abstract provided.

Property And Information, Jeanne L. Schroeder, David G. Carlson

Articles

The article proceeds as follows. As the information theory is a reaction to legal realism, Part I explores its antecedents in the work of Wesley Newcomb Hohfeld and Ronald H. Coase. Part II presents the information theory as arising from Professor Smith’s interpretation of the Coase theorem.11 In the imaginary world of TC0, we are supposedly indifferent to organizing by property and organizing by contract. Property eclipses contract as the organon of the economy because property reduces the cost of delineation and processing—of speaking and comprehending. We show that this theory is founded on a misunderstanding of Coase. Part III …

Altering Rules: The New Frontier For Corporate Governance, Gabriel Rauterberg, Sarath Sanga

Articles

Corporate law has taken a contractarian turn. Shareholders are increasingly contracting around its foundational rules—statutory rights, the fiduciary duty of loyalty, even the central role of the board—and Delaware courts are increasingly enforcing these contracts. In the one case where they did not, the legislature swiftly overruled the decision and adopted a new statutory provision permitting boards to completely cede their powers to a shareholder by contract. These developments have sparked a polarized debate, with some calling for a return to mandatory rules, while others push for total contractual freedom.

We argue, however, that the best approach lies neither in …

Pitching For Reform: Cangrejeros' Push To Level The Legal Playing Field By Challenging Baseball's Antitrust Exemption, Justin P. Chaljub

Fordham Journal of Corporate & Financial Law

For over one-hundred years, professional baseball has enjoyed an antitrust exemption unique among American major sports leagues, stemming from Supreme Court decisions in Federal Baseball and its progeny. This exemption has significantly influenced the evolution and structure of Major League Baseball (MLB). Despite extensive criticism and challenges for judicial and legislative reform, the exemption persists today.

However, new efforts have emerged to comprehensively disrupt this framework. In 2023, Nostalgic Partners was brought and structured to reach the U.S. Supreme Court. Plaintiffs anticipated they would lose at the lower court levels and garnered widespread support for the Court to grant a …

Alternatives To Delaware? Evaluating Corporate Law In Nevada, Texas, And Wyoming, Joseph Landau, Bailey Swartz, Anthony Rickey, Robert Ragazzo, Benjamin Edwards, George A. Mocsary

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Intended And Resulting Interpretations Of Article 9 Considering The Rise Of Textualism, Cat Gassiot

Fordham Journal of Corporate & Financial Law

This Article is the first to examine the interpretive choices of judges for Article 9 of the UCC. Textualism has become one of the predominant methods of interpretation for courts across the state and federal systems in the United States. While there is a great deal of academic work on what this means for traditional statutes, there is limited discussion of the interpretive effects of textualism on the UCC, much less Article 9, which governs secured transactions. The continuity and uniformity of secured transactions jurisprudence is fundamental as it underlies bankruptcy proceedings, debt and credit financing, and commercial transactions more …

Power Struggle: The Disproportionate Burden State Surrogacy Requirements Impose Upon Women, Courtney Harper Turkington

William & Mary Journal of Race, Gender, and Social Justice

The use of gestational surrogacy as a means to grow a family is increasing each year as fertility rates decline and single individuals and same-sex couples seek to have children who are genetically related to them. The United States does not have a uniform law governing surrogacy, leaving states to enact their own. While twenty-four states in this country have passed legislation permitting surrogacy and twenty-four others allow surrogacy in practice, the vast majority of states impose laws or practices that unduly burden women. In particular, Louisiana has the most restrictive surrogacy regime in the country. The state’s gestational carrier …

It’S Time To Stop Punting: Preserving The Integrity Of College Sports One Nil Deal At A Time, Talon D. Tarone

University of San Francisco Law Review

No abstract provided.

A Playbook For Nil Progress: Uplifting Student-Athletes And Agents Through An Updated Athlete Agents Act, John Smeloff

Roger Williams University Law Review

No abstract provided.

North Farm Home Owners Ass’N, Inc. V. Bristol County Water Authority, 315 A.3d 933 (R.I. 2024), Marriah Binek

Roger Williams University Law Review

No abstract provided.

Glassie V. Doucette, 316 A.3d 1152 (R.I. 2024), Christopher M. Ray

Roger Williams University Law Review

No abstract provided.

From Ambiguity To Overreach: The Ftc's Questionable Authority To Ban Non-Competes, Taylor Ray Pelton

Cybaris®

No abstract provided.

The Small Business Dilemma, Rachel G. Ngo Ntomp

Washington and Lee Law Review

Small businesses face a unique and challenging dilemma in today’s business landscape. On the one hand, they are typically and rightfully considered the more powerful party in their contractual relations with consumers, thus prompting a need to protect consumers against unfair contractual terms. On the other hand, when engaging with larger businesses, small businesses typically find themselves in the position of the weaker, more vulnerable party, possibly in need of greater protection themselves from unfair terms. This Article addresses the inherent dilemma faced by small businesses and argues that the prevailing perception of businesses as sophisticated and experienced, based exclusively …