Contracts Commons^™

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 …

An Old Bottle For The New Wine: Understanding The Duty Of Honest Performance Under The Objective Theory, Humphrey Yuan Jheng

Dalhousie Law Journal

Bhasin v Hrynew has many dimensions and potentially affects almost every aspect of Anglo-Canadian contract law. This article is limited to one aspect only: the duty of honest performance (“DHP”). My article attempts to show that the objective theory can provide a solid foundation and a different thinking framework for understanding and developing the DHP. If I am right, the DHP may be placed on a sound footing, independently of the organizing principle of good faith. Section I of this article traces the duty’s development from Bhasin to Callow. Section II argues that under the objective theory, reasonable expectations of …

Online Disinhibited Contracts, Wayne R. Barnes

Faculty Scholarship

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, …

Exploring Flexibility In 83(B) Elections: A Tax Policy Proposal, Brayden Call

BYU Law Review

Property awards, such as equity, are taxable to the recipient and have tax implications for employers, too. Without a recipient making an 83(b) election, property awards are taxable when they are granted. For awards that have vesting requirements or are considered “restricted,” they are generally taxable upon vesting. However, making an 83(b) election allows recipients of restricted property awards to be taxed as if the property were vested, meaning more income will shift from ordinary tax rate treatment to preferential tax rate treatment.

The preferential tax system is foundational to the 83(b) election. Advocates believe that preferential tax rates in …

How Abusive Was Tribune Media's Disguised Sale?, Karen C. Burke

UF Law Faculty Publications

In this article the proper application of the general antiabuse rule in Tribune Media is addressed.

The Acquisition Of Twitter: The Legal Interplay Between Elon Musk, Shareholders, Employees, And The Government, Florence Shu-Blankson

University of Miami Business Law Review

This article examines the acquisition process of Twitter by Elon Musk. It will analyze the legal validity of Musk’s initial claims for rescinding his offer, as well as Twitter’s defense arguments. It will consider questions such as: Did Twitter cause a material adverse effect to its operations that would be a basis for Musk to avoid the deal? Did Musk run afoul of any regulatory requirements under the Securities and Exchange Commission (SEC) and Federal Trade Commission (FTC) regulations? What impact did the ultimate sale of Twitter have on other stakeholders, such as corporate executives and non-executives, shareholders, employees. The …

Bowlero Atlantic Station, Llc V. Regal Cinemas, Inc., Et Al., Order On Partial Motions To Dismiss, John J. Goger

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

No abstract provided.

Bowlero Atlantic Station, Llc V. Regal Cinemas, Inc., Order On Motion To Compel Discovery, John J. Goger

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

No abstract provided.

Crypto-Counterfeiting, Joshua Fairfield

Scholarly Articles

The current crypto winter has given rise to a range of legal challenges. One of the most important sets of legal challenges goes to the heart of cryptocurrency. Cryptocurrency was intended to be non-duplicatable at will, that is, not to be counterfeitable. Blockchain technology is supposed to prevent token counterfeiting through a combination of game theory and cryptography that prevents normal users from simply ordering the system to generate more tokens for their benefit.

The difficulty is that blockchain software is still software. People in charge can order and program the software to generate many more tokens for those individuals’ …

Beyond Trade Secrecy: Confidentiality Agreements That Act Like Noncompetes, Camilla A. Hrdy, Christopher B. Seaman

Scholarly Articles

There is a substantial literature on noncompete agreements and their adverse impact on employee mobility and innovation. But a far more common restraint in employment contracts has been underexplored: confidentiality agreements, sometimes called nondisclosure agreements (NDAs). A confidentiality agreement is not a blanket prohibition on competition. Rather, it is simply a promise not to use or disclose specific information. Confidentiality agreements encompass trade secrets, as defined by state and federal laws, but confidentiality agreements almost always go beyond trade secrecy, encompassing any information the employer imparted to the employee in confidence.

Despite widespread use, confidentiality agreements have received little attention. …

Silencing Jorge Luis Borges The Wrongful Suppression Of The Di Giovanni Translations, Wes Henricksen

Faculty Scholarship

No abstract provided.

Silence As Consumer Consent: Global Regulation Of Negative Option Contracts, Kaitlin Caruso, Prentiss Cox

American University Law Review

Worldwide, the “subscription economy” has exploded in recent years, especially among online sellers of consumer goods and services. Although these subscriptions use various contract forms, many have one common feature: the negative option. With a negative option contract, once a consumer has signed up, the contract will continue until the consumer actively reaches out to cancel it. These are wildly popular among sellers, as they create continuous income and put inertia on the sellers’ side. Unsurprisingly, then, consumers complain in great numbers about being trapped in agreements that are easy to sign up for but seemingly impossible to cancel. Even …

Henderson And The Objective Observer Standard: The Future Of Race-Conscious Standards Post-Students For Fair Admissions, Gabriela Dionisio

Seattle University Law Review

On June 29, 2023, the Supreme Court of the United States decided Students for Fair Admissions v. President & Fellows of Harvard College, which struck down race-conscious admissions policies. Within just a year after its ruling, Students for Fair Admissions has already had a sweeping impact, reaching beyond higher education. Although the Supreme Court did not indicate whether Students for Fair Admissions applies to sectors beyond higher education, law firms, and other employers have already modified their diversity policies and initiatives, erasing race and company diversity considerations. Given those dramatic changes, there is growing fear that Students for Fair Admissions …