The conventional wisdom is that property rules induce more (and more efficient) contracting, and that when faced with rigid property rules, intellectual property owners will contract into more flexible liability rules. A series of recent, private copyright deals show some intellectual property...

This essay studies the availability of market-based damages for breach of contract as a substitute for standard expectation damages in the law of international sales. It focuses on two major contractual regimes: the UN convention on Contracts for the International Sales of Goods, 1980 (CISG) and...

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...

In standard models of contracts, efficient incentives require the promisor to pay damages for non-performance and the promisee to receive no damages. To give efficient incentives to both parties, we propose a novel contract requiring the promisor to pay damages for nonperformance to a third...

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...

Contracts serve an important function: allocation of risks. In achieving this function, contractual parties routinely include a force majeure clause in their contracts to be excused from performance in the face of a supervening event. But what events qualify to excuse performance and how have...

This article makes a comparative examination of the widening spectrum of cases in which both tort law and contract law are employed, jointly or separately, to impose non-consensual liability on a contracting party. The article focuses on liability imposed on a contracting party either toward...

In order to contribute to the debate on the “edges of contract law,” especially on the value of the privity rule in an age of network contracts and sharing economy, this Essay analyzes some approaches and solutions chosen by continental or civil law systems of private law. It mainly deals...

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...

A firm sells a dangerous product to heterogeneous consumers. Higher consumer types suffer accidents more often but may enjoy higher gross benefits. The firm invests resources to reduce the frequency of accidents. When the consumer's net benefit function (gross benefits minus expected harms) is...