In this short essay, I criticize Professor Jane Stapleton's argument (defended in her article ‘The Normal Expectancies Measure in Tort Damages' (1997) 113 LQR 257) that “[c]lassifying compensatory damages into different measures of damages is a useful analytical device in the study of the...

The term “liberty of contract” is usually associated with the doctrine that the due process clause of the United States Constitution prohibits or should prohibit the State from regulating contracts between private individuals. Many libertarians and free-market advocates embrace the liberty...

Do you ask for contract or purchase terms prior to completing your everyday purchases? Do you first read the pizza box before paying the pizza delivery guy or gal? Typical consumers do not ask for or read their contracts prepurchase, and companies have become accustomed to burying purchase terms...

In a hand-coded sample of M&A contracts from 2007-08, risk allocation provisions exhibit wide variation. Earn-outs are the least common means to allocate risk, indemnities are most common, followed by price adjustment clauses. Techniques for mitigating enforcement costs – escrows, holdbacks,...

Over 20 years, M&A contracts have more than doubled in size – from 35 to 88 single-spaced pages in this paper's font. They have also grown significantly in linguistic complexity – from post-graduate “grade 20” to post-doctoral “grade 30”. A substantial portion (lower bound ~20%) of...

Contract law affects behavior not just directly, by ordering damages, but also indirectly, by providing information on how the parties to the dispute behaved. Information from litigation can then help third parties decide whether to do business with the disputants going forward. Contract law...

The law-and-economics movement has made a huge impact on the scholarship of contract law in the US. But compared to their US counterparts, English legal scholars are less enthusiastic about adopting the economic approach in their research. Existing studies have rarely, from an economic...

In at least two decisions the New Zealand Court of Appeal has countenanced that the common law, independently of any express or implied statutory rule, might require a party to contract with someone it does not want to. These cases involved private sporting bodies, but the supposed principle...

The paper examines the architecture of contracting and the instruments to control the exercise and the abuse of private regulatory power along supply chains. The design of the contractual architecture and its implementation may cause significant unfairness in power distribution that can...

Despite the widespread use of mediation and other dispute resolution processes in the United States today, many members of the bench and bar - including those responsible for the drafting, interpretation and implementation of consensual dispute resolution provisions still lack a fundamental...