Category Archives: Contract
Leo DiDomenico, ‘Venture Capital and the Illusion of Consideration’
ABSTRACT This paper identifies a failure of legal consideration in a large class of standard venture capital transactions, herein referred to as the canonical venture transaction. That failure is attributable not to founder ignorance or doctrinal ambiguity, but to the deliberate conduct of venture capital firms as sophisticated actors who knowingly exploit founders’ prefinancing transfer […]
Ganglmair, Klix and Shin, ‘Hybrid Contracting in Repeated Interactions’
ABSTRACT Many business relationships rely on loose arrangements and relational dynamics in early interactions, only to solidify their alliances through contractual commitments later. Using a repeated-games framework with a finite horizon, we show how such a hybrid-contracting strategy can both extend the duration of a cooperative business relationship (intensive margin) and expand the set of […]
Adar and Perry, ‘Contorts’
ABSTRACT A ‘contort’ is a wrongful act that simultaneously constitutes a tort and a breach of contract. This concurrence potentially brings into play two competing legal frameworks – contract and tort. As these complex frameworks markedly diverge, the classification of the claim is often crucial. The Article exposes the profound incongruity between the rival frameworks, […]
Stephen Lewarne, ‘When Contracts Do Not Bind: Money, Institutional Volatility, and the Unit of Account’
ABSTRACT Nominal contracts are typically assumed to bind whenever trade occurs. This paper shows that nominal contracts may fail to bind in equilibrium even in the absence of inflation volatility, liquidity shortages, or price rigidities, once enforceability becomes state contingent. The mechanism operates through the credibility of the unit of account, which is modeled as […]
James Toomey, ‘Legal Personal Identity’
ABSTRACT From contract to tort, private law presupposes a conception of ‘legal personal identity’ – a theory of what makes individual legal persons themselves, and the same selves across time. Scholars have noted the relationship between private law and personal identity before – but have largely presumed that the law straightforwardly reidentifies natural legal persons […]
Anna Gelpern, ‘Boilerplate against Bailouts: A Regulatory Ride Fallacy’
ABSTRACT This Chapter considers the implications of using private contracts as public policy tools, or what happens when regulators ‘catch a ride’ on private law instruments to their policy destination. It centres on an episode of creative problem solving after the transatlantic financial crisis of 2007-2009, when wealthy governments pledged to stop bailing out too-big-to-fail […]
Amir Bushansky, ‘From Presumed Intent to Programmed Performance: Smart Contracts and the Future of Contract Law’
ABSTRACT Smart contracts – self-executing agreements operating on decentralized blockchain networks – challenge the fundamental assumptions underlying traditional contract law. This Article challenges the prevailing scholarly approach that seeks to reshape smart contracts to fit existing doctrinal frameworks. Instead, it argues for adapting contract law itself to better accommodate smart contracts, given their unique advantages […]
Paul Miller, ‘Good Faith as Integrity: Good Faith and the Nature of Voluntary Obligation’
ABSTRACT Good faith is a protean concept: it takes on different shades of meaning, and has been made to do many quite distinctive things, in private, public, and international law. These qualities have made good faith perplexing. Partly in consequence, conventional wisdom on good faith is decidedly anti-theoretical. Some have argued that good faith is […]
Mateusz Grochowski, ‘Algorithmic Price Fairness’
ABSTRACT Algorithmic pricing has quietly become a defining feature of online consumer contracting. Using automated models fed by large-scale personal data, firms now set individualized prices by predicting each consumer’s willingness to pay. These practices are widely condemned as ‘unfair’ – yet fairness is invoked more often as a slogan than as a legal standard, […]
Natasya Yunita Sugiastuti and others, ‘Application of the Contra Proferentem Rule in Business Contract Interpretation: Lessons Learnt from Singapore Court Decisions’
ABSTRACT Ambiguity in contractual clauses is a frequent source of disputes and provides the basis for applying the contra proferentem principle under Article 1349 of the Indonesian Civil Code. However, Indonesian contract law lacks an adequate methodological framework to determine when a clause should be classified as ambiguous, resulting in the risk that contra proferentem […]