This essay traces the evolution of the scholarly understanding of contract remedies, beginning with the era in which the compensation principle and expectation damages dominated. Fuller and Perdue’s classic articles in 1936-7 and, later, the theory of efficient breach both offered important...

Property rights in productive assets are commonly held by legal entities rather than individuals. Only persons can own property, and the law defines persons to include organizations such as corporations, partnerships, and trusts. This chapter addresses the related issues of the justification for...

The combination of cost-cutting pressures and technology advances are triggering a major transformation of the core practices of business law. Developments in automated contract drafting and management have spurred the entry of low-cost competition, beginning with the production of standardized...

Covenants not to compete (CNCs) are used in employment contracts to prevent employees from working for other employers. The legal enforcement of CNCs varies across jurisdictions in the U.S.: some states ban them (notably, California), while a majority of states enforce CNCs when they reasonably...

The priority structure of debt claims against business entities is a key feature of corporate finance. The American Bankruptcy Institute's Commission to Study Reform of Chapter 11 recently recommended that U.S. bankruptcy law grant junior, out-of-the-money creditors a distribution in the...

Charles Fried's Contract as Promise articulated a liberal theory of contract based on the normative ideal that contract law should respect individual freedom and autonomy to make binding commitments. The touchstone of contractual analysis from this perspective is the intent of the promisor. This...

In reaction to the fiscal difficulties experienced by state governments over the past three years, several politicians and academics proposed that Congress legislate a new chapter to the Bankruptcy Code under which the financial obligations of a state may be restructured. This essay is...