Category Archives: Interpretation

Marc Moore, ‘Commercial Common Sense in Contract Interpretation: A Legal Realist Analysis’

ABSTRACT The forthcoming UK Supreme Court decision in Union of Shop, Distributive and Allied Workers (‘USDAW’) v Tesco Stores is eagerly awaited throughout the legal community. For labour lawyers, the case provides a valuable opportunity to interrogate the legality of the controversial ‘fire and rehire’ practices that have become a constant of the industrial relations […]

Christopher Drahozal, ‘Third-Party Boilerplate Providers and Contractual Black Holes’

ABSTRACT This paper considers how the theory of contractual black holes – as developed by Stephen J Choi, Mitu Gulati, and Robert E Scott – might apply to boilerplate contract terms from third-party boilerplate providers. Third-party boilerplate providers, such as trade associations and form sellers, are more likely to be not-for-profit entities and provide industry-standard […]

Nick Sage, ‘Reconciling Contract Law’s Objective and Subjective Standards’

ABSTRACT Although the common law of contract is often said to favour ‘objectivity’, it sometimes seems to adopt a ‘subjective’ standard. The apparent tendency to switch between rival standards troubles many contract scholars. In response, some seek to vindicate objectivity alone as the one true standard. Others propose a single abstract theoretical rationale that can […]

‘Towards the End of Normative Interpretation of Contracts’

David A Hoffman and Yonathan A Arbel, ‘Generative Interpretation’, 99 New York University Law Review (forthcoming, 2024); University of Pennsylvania Law School, Public Law Research Paper, available at SSRN (1 August 2023). The plain meaning rule is out of favor with contracts academia. There is so little to say about it, nothing to theorize, and […]

Crafa, Laneve, Sartor and Veschetti, ‘Pacta sunt servanda: Legal contracts in Stipula

ABSTRACT We present Stipula, a domain specific language that may assist legal practitioners in programming legal contracts through specific patterns. The language is based on a small set of programming abstractions that correspond to common patterns in legal contracts. We illustrate the language by means of two paradigmatic legal contracts: a bike rental and a […]

Baumgartner and Kneer, ‘The Meaning of “Reasonable”: Evidence From a Corpus-Linguistic Study’

ABSTRACT The reasonable person standard is key to both Criminal Law and Torts. What does and does not count as reasonable behavior and decision-making is frequently determined by lay jurors. Hence, laypeople’s understanding of the term must be considered, especially whether they use it predominately in an evaluative fashion. In this corpus study based on […]

Hoffman and Arbel, ‘Generative Interpretation’

ABSTRACT We introduce generative interpretation, a new approach to estimating contractual meaning using large language models. As AI triumphalism is the order of the day, we proceed by way of grounded case studies, each illustrating the capabilities of these novel tools in distinct ways. Taking well-known contracts opinions, and sourcing the actual agreements that they […]

Arbel and Becher, ‘How Smart are Smart Readers? LLMs and the Future of the No-Reading Problem’

ABSTRACT Large Language Models (LLMs) can be used to summarize and simplify complex texts. In this study, we investigate the extent to which state-of-the-art models can reliably operate as ‘smart readers’: applications that empower consumers to tackle lengthy, difficult-to-read, and inaccessible standard form contracts and privacy policies. Our analysis reveals that smart readers (1) reduce […]

Yonathan Arbel, ‘Time and Contract Interpretation: Lessons from Machine Learning’

ABSTRACT Contract interpretation is the task of estimating what distant in time parties meant to say or would have said about a specific contingency. For at least a century, scholars and courts have been debating how to best carry out this task. Conceiving of the interpretative task as one of prediction, I suggest that there […]

Charles Mitchell, ‘Mercantile Usage, Construction of Contracts and the Implication of Terms, 1750-1850’

ABSTRACT The paper discusses the circumstances in which eighteenth- and nineteenth-century English courts would admit evidence of mercantile usage as an aid to resolving disputes which turned on the construction of contracts and the implication of terms. Mitchell, Charles, Mercantile Usage, Construction of Contracts and the Implication of Terms, 1750-1850 (June 1, 2020) in Charles […]