Category Archives: Contract
Choi, Gulati and Ball, ‘The Sound of Silence’
ABSTRACT Standard contract theory assumes that sophisticated drafters read formal judicial opinions and revise agreements accordingly. This Essay challenges that model by demonstrating how informal judicial signaling shapes contract production and the reliance on default rules through contractual silence. Using mergers and acquisitions (M&A) sandbagging provisions as a case study, we examine why contractual silence […]
Scott, Choi, Gulati and Jennejohn, ‘Contract Artifacts’
ABSTRACT In 2020, Serta Simmons and a bare majority of its lenders exploited long-dormant provisions in a standard leveraged loan agreement to subordinate the remaining creditors. The maneuver was decried as ‘creditor-on-creditor violence’ and ultimately rejected by the Fifth Circuit. Contract theory tells us what should have happened next. In a sophisticated, multi-trillion-dollar market, so […]
Harris and Kaufman, ‘Consumer Law Meets the New Company Store’
ABSTRACT Firms have discovered new ways to extract value from workers beyond traditional labor exploitation. In labor markets increasingly characterized by monopsony power, platform work, and financialization, employers push a variety of financial products onto workers and establish surveillance systems that monetize worker data. This Article introduces the Triple Extraction Model to explain how firms […]
María Ignacia Vial Undurraga and Isabel Zuloaga Ríos, ‘The principle of contractual sustainability and privity of contract: challenges and solutions in transnational commercial law’
ABSTRACT Contractual sustainability meets the requirement to be a general principle of law and, in particular, of transnational commercial law, as it protects an urgent and basic shared ethical value and expresses the duties that we all owe to present and future generations. Contractual sustainability refers to achieving or promoting sustainable development through contractual mechanisms […]
‘Safari Choice-of-Law Clauses’
In June 2026, I went on a safari in Tanzania with my family. We went on a hot air balloon ride over the Serengeti, visited a Masai village, and saw all of the Big Five. Before we embarked on these adventures, we were asked to sign an Assumption of Risk, Waiver of Liability, and Indemnification […]
Helen Fielder, ‘Bitcoin, Property or Money? Reframing The Debate Before the High Court Part II – Following the Logic: Returning to the Common Law Method’
ABSTRACT This article is the second in a series considering the legal classification of Bitcoin in light of two matters presently before the High Court of Australia: Poulton v Conrad and Yeates v The King. Part I examined the competing arguments concerning whether Bitcoin is property, money, information, a digital commodity or a new form […]
Hoffman and Arbel, ‘Generative Gap Filling’
ABSTRACT Contract law polices a line between interpretation, the recovery of meaning a text already holds, and gap filling, the supply of terms the text lacks. The boundary rests on an unchecked premise: that courts need to fill gaps themselves because the document has run out of meaning. We tested it. Borrowing a masking design […]
Lionel Smith, ‘Rescission in the Context of Fiduciary Relationships’
ABSTRACT It is frequently said that rescission is one of the remedies available for breach of fiduciary duty. This claim is a misleading simplification. Rescission can arise in the context of fiduciary relationships in several different ways, that are importantly different from one another. First, the exercise of a fiduciary power by a fiduciary can […]
George Leggatt, ‘Chitty at 200’
It is a pleasure to be asked to introduce this special bi-bicentenary event, marking 200 years since the start of both Chitty on Contracts and UCL. We are here today to talk about contract law. But I should like to say something first about the foundation of UCL and its law school. The great name […]
Gold and Helleringer, ‘Finding Loyalty in Good Faith’
ABSTRACT The merits of contractual loyalty duties have been obscured by two leading views on loyalty. The first view, associated with the law and economics movement, tends to see fiduciary loyalty as contractual across the board. The second view claims that by its very nature loyalty cannot be contractual. This Article views the conceptual landscape […]